Life Technologies 09 ANNUAL

REPORT
DEAR FELLOW SHAREHOLDERS,

2009 was the first full year of operations for Life Technologies, and I could not be more pleased with our debut. At a time
when we faced a global economic crisis, and when so many other companies saw unprecedented downturns in revenue
and profit, we were able to grow both the top and the bottom lines. While many others were forced to downsize, Life
Technologies hired hundreds of talented individuals who will help move the company toward even greater growth in the
years to come.
Let me touch on just a few of our financial accomplishments this past year: we achieved organic growth of 7 percent,
resulting in revenue of $3.3 billion, while the overall life science tools space grew less than 2 percent. Operating margins
improved an impressive 300 basis points to 26.6%, and non-GAAP earnings per share1 were $3.04, which resulted in a
three year compounded annual EPS growth of 28%. This strong performance led to a record total return to sharehold-
ers of 124%. These numbers would be significant in any given year, but in such a challenging year they are a particularly
good reflection of our strong operating model and the dedication of our employees.
Throughout the year we promised to execute against three strategic imperatives: focus on the core business, integrate
flawlessly, and invest for future growth. We kept that promise, and I believe it was our actions in these areas that not
only led to strong results in 2009, but have also set us up for success in the years to come. We are a company founded
on innovation, and we focused on that core capability by launching over 1,000 new products throughout the year, ranging
from new kits and instruments that advance genomic sequencing, to the first truly disruptive technology in the flow
cytometry field in decades. In terms of integration, we have completed all the actions necessary to operate as one
company. In fact, our efforts have been so successful that we were able to deliver more than $100 million in annual synergy
savings, significantly higher than our original expectations. We now expect to reach our target of $175 million in annual
synergies by the end of 2010 – a full year ahead of schedule. We also made smart, strategic investments for future
growth, acquiring cutting-edge technologies in areas such as PCR, expanding our sales team in China, and expanding
our e-commerce capabilities. With regard to online sales, in 2009 we captured more than $800 million through this
important and growing revenue channel. I would encourage you to visit our website, and our online annual report, to
learn more about all that we accomplished in 2009.
I firmly believe that in the 21st century biology will hold the answer to many of society’s most pressing problems.
Nowhere is that more clear than in the rapidly advancing field of medicine. Life Technologies, with its expertise, innovative
spirit, and breadth of products, is uniquely suited to bring forth the era of molecular medicine, a time when disease will be
characterized, and treatment prescribed, based on each individual’s unique DNA. The work we have done up to and through
2009 has positioned us as the company that will enable our customers to bring about this exciting new age of medicine.
Thank you for your continued support.
Front cover: Life Technologies is
helping scientists understand
human disease by studying the
Drosophila, commonly known as Gregory T. Lucier
the fruit fly. Scientists have discov-
ered that over 75% of known Chairman and
human genes have a recognizable
match in the genetic code of fruit Chief Executive Officer
flies. Researchers are using the
Drosophila to help find the cures
to many diseases.

Proforma Revenue Proforma Operating Margin % Revenue by Geography Revenue by End Markets

46% 33% 17% 55%

Americas Europe Commercial Academic/
Applications Government

$3.30B 26.6%
28%
11% Pharma/
Japan Biotech

10%
Asia Pacific

1A full reconciliation between Life Technologies’ GAAP and non-GAAP results can be found on the company’s Investor Relations website at ir.lifetechnologies.com.
 March 19, 2010

Dear Stockholder:
This year’s Annual Meeting of Stockholders will be held on April 29, 2010 at 8:00 a.m. local time, at the
offices of the Company, 5781 Van Allen Way, Carlsbad, California 92008. You are cordially invited to attend.
We are pleased to furnish proxy materials to our stockholders over the Internet pursuant to rules of the
U.S. Securities and Exchange Commission. On March 19, 2010, we mailed to our stockholders a Notice of
Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2010
Proxy Statement and 2009 Annual Report to Stockholders. The Notice also provides instructions on how to
vote online or by telephone, and includes instructions on how to receive a paper copy of the proxy materials
by mail. If you received your annual meeting materials by mail, the Notice of Annual Meeting of
Stockholders, Proxy Statement, Annual Report to Stockholders and proxy card were enclosed.

Proxy Statement
The Notice of Annual Meeting of Stockholders and the Proxy Statement, which describe the formal
business to be conducted at the meeting, follow this letter.
Whether or not you plan to attend the meeting, your vote is very important and we encourage you to vote
promptly. After reading the Proxy Statement, please make sure to vote your shares by promptly voting
electronically or telephonically as described in the enclosed Proxy Statement, or if you received a paper copy
of the proxy card, by dating, signing and returning your proxy card, or attending the annual meeting in person.
Instructions regarding all three methods of voting are provided on the proxy card. If you hold shares through
an account with a brokerage firm, bank or other nominee, please follow the instructions you receive from
them to vote your shares. Regardless of the number of shares you own, your careful consideration of, and vote
on, the matters before our stockholders are important.
A copy of our 2009 Annual Report is also enclosed, but we also encourage you to view our more in
depth annual report online at www.lifetechnologies.com.
Your vote is very important to us. I urge you to vote “FOR” all proposals.
I look forward to seeing you at the annual meeting.
Very truly yours,

Gregory T. Lucier
Chairman and Chief Executive Officer
Proxy Statement
 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 29, 2010

To our Stockholders:
The Annual Meeting of Stockholders of Life Technologies Corporation (the “Company”), will be held on
April 29, 2010, at 8:00 a.m. local time, at the offices of the Company, 5781 Van Allen Way, Carlsbad,
California 92008, for the following purposes:
1. To elect four Class II directors, each to hold office for a three-year term and until his respective
successor is elected and qualified. The Board of Directors has nominated the following persons for
election as Class II directors at the meeting: George F. Adam, Jr., Raymond V. Dittamore, Arnold J.
Levine, Ph.D. and Bradley G. Lorimier. Also, to elect one additional Call III director, to hold office until
the 2011 annual meeting of stockholders and until his successor is elected and qualified. The Board of
Directors has nominated the following person for election as a Class III director at the meeting: David C.

Proxy Statement
U’Prichard, Ph.D.
2. To consider a proposal to ratify the appointment of Ernst & Young LLP as the independent auditors for
the Company for the fiscal year ending December 31, 2010.
3. To consider two proposals to adopt changes to the Restated Certificate of Incorporation of the Company.
4. To consider two proposals to adopt changes to the Bylaws of the Company.
5. To consider a proposal to adopt the Company’s 2010 Incentive Compensation Plan.
6. To transact such other business as may properly come before the meeting or any adjournment or
postponement thereof.
Our Board recommends a vote “FOR” each of these proposals. Stockholders of record at the close of
business on March 1, 2010, are entitled to notice of, and to vote at, the Annual Meeting and any adjournments
or postponements thereof. For ten days prior to the Annual Meeting, a complete list of the stockholders of
record on March 1, 2010, will be available at our principal offices, located at 5791 Van Allen Way, Carlsbad,
California 92008, for examination during ordinary business hours by any stockholder for any purpose relating
to the meeting.
By Order of the Board of Directors,

John A. Cottingham
Chief Legal Officer & Secretary

Carlsbad, California
March 19, 2010
IMPORTANT: Please vote telephonically or electronically, as described in the accompanying materials, or
promptly fill in, date, sign and return the enclosed proxy card in the accompanying pre-paid envelope to
ensure that your shares are represented at the meeting. You may revoke your proxy before it is voted. If you
attend the meeting, you may choose to vote in person even if you have previously sent in your proxy card.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 29, 2010: A complete set of
proxy materials relating to our annual meeting is available on the Internet. These materials may be viewed at
www.proxydocs.com/life.

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Proxy Statement
 Life Technologies Corporation
5791 Van Allen Way
Carlsbad, California 92008

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS

The accompanying proxy is being solicited by the Board of Directors of Life Technologies Corporation
(also referred to as Life Technologies, the Company or we) and contains information related to the Annual
Meeting of Stockholders (the Annual Meeting) to be held April 29, 2010, at 8:00 a.m. local time, or any
adjournment or postponement thereof, for the purposes described in the accompanying Notice of Annual
Meeting. The Annual Meeting will be held at the offices of the Company, 5781 Van Allen Way, Carlsbad,
California 92008. This Proxy Statement was filed with the Securities and Exchange Commission (the SEC) on
March 19, 2010, and the approximate date on which the Proxy Statement and the accompanying proxy were

Proxy Statement
first sent or made available to stockholders was March 19, 2010.
Life Technologies will bear the cost of soliciting proxies. In addition to soliciting proxies by mail,
telephone or electronic means, we may request banks and brokers, and other custodians, nominees and
fiduciaries, to solicit their customers who have Life Technologies stock registered in their names and will
reimburse them for their reasonable, out-of-pocket costs. We may use the services of our officers, directors,
and others to solicit proxies, personally or by telephone, without additional compensation. In addition, Life
Technologies has retained The Altman Group, Inc. to solicit stockholder proxies at a cost of approximately
$7,000, plus reimbursement of reasonable out-of-pocket expenses.

ABOUT THE MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will act upon the matters presented in this Proxy Statement. These
matters include the election of directors, the ratification of the reappointment of Ernst & Young LLP as our
independent auditors, adoption of certain changes to the Restated Certificate of Incorporation of the Company
(the Restated Certificate of Incorporation), adoption of certain changes to the Bylaws of the Company (the
Bylaws), and adoption of the Company’s 2010 Incentive Compensation Plan (the 2010 ICP). In addition,
management will report on Life Technologies’ performance during 2009 and will respond to questions from
our stockholders. The Annual Report for the fiscal year ended December 31, 2009, is available online at
www.lifetechnologies.com.

Who is entitled to vote at the meeting?

Stockholders of record as of the close of business on the record date, March 1, 2010, are entitled to vote
the shares of Life Technologies stock they held on the record date at the Annual Meeting. As of the close of
business on the record date, there were 181,230,766 shares of the Company’s common stock (the Common
Stock) outstanding and entitled to vote.
Stockholders may vote in person or by proxy. Each holder of shares of Common Stock is entitled to one
vote for each share of stock held on the proposals presented in this Proxy Statement.

How is a quorum established and what is the vote required for each proposal?
The Bylaws provide that a majority of all the outstanding shares of stock entitled to vote, whether present
in person or represented by proxy, constitutes a quorum for the transaction of business at the Annual Meeting.

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 Votes for and against, abstentions and “broker non-votes” will be counted for purposes of determining the
presence or absence of a quorum. Broker non-votes are shares held by brokers or nominees who are present in
person or represented by proxy, but which are not voted on a particular matter because the brokers or
nominees do not have discretionary authority with respect to that proposal and they have not received voting
instructions from the beneficial owner. Under the rules that govern brokers, brokers have the discretion to vote
on routine matters, but not on non-routine matters. Routine matters include the ratification of the appointment
of the Company’s independent registered public accountants. Non-routine matters include the election of
directors and actions on stock plans and the Company’s charter documents.

The specific vote required for the election of directors and for the approval of each of the other proposals
is set forth under each proposal. Abstentions and broker non-votes will have no effect on the election of
directors, the ratification of the appointment of Ernst & Young LLP as the independent auditors for the
Company and the adoption of the Company’s 2010 Incentive Compensation Plan. Abstentions and broker non-
votes have the same effect as a vote against the proposals to amend the Restated Certificate of Incorporation
and the Bylaws.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials this
year instead of a full set of proxy materials?
Proxy Statement

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the
Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the Notice) to our
stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy
materials on a website referred to in the Notice or request to receive a printed set of the proxy materials.
Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found
in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or
electronically by email on an ongoing basis.

How do I vote?

All shares represented by a proxy will be voted, and where a stockholder specifies a choice with respect
to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If you
do not indicate a choice on the proxy card, the shares will be voted in favor of the election of the nominees
for director contained in this Proxy Statement, in favor of ratifying Ernst & Young LLP as independent
auditors for the Company for 2010, in favor of adopting certain changes to the Restated Certificate of
Incorporation, in favor of adopting certain changes to the Bylaws, in favor of adopting the 2010 ICP and, in
the discretion of the proxy holders, on any other matter that comes before the meeting.

If you are a stockholder with shares registered in your name, you may vote by one of the following three
methods:

• Vote via the Internet. Go to the web address http://www.proxydocs.com/life and follow the
instructions for Internet voting shown on the proxy card mailed to you. If you vote via the Internet,
you should be aware that there may be incidental costs associated with electronic access, such as
your usage charges from your Internet access providers and telephone companies, for which you will
be responsible.

• Vote by Telephone. Dial 1-866-390-5390 and follow the instructions for telephone voting shown on
the proxy card mailed to you.

• Vote by Proxy Card mailed to you. If you do not wish to vote by the Internet or by telephone,
please complete, sign, date and mail the Proxy Card in the envelope provided. If you vote via the
Internet or by telephone, please do not mail your Proxy Card.

The Internet and telephone voting procedures are designed to authenticate your identity and to allow you
to vote your shares and confirm that your voting instructions have been properly recorded.

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 If your shares are held by a broker, bank or other stockholder of record, in nominee name or otherwise,
exercising fiduciary powers (typically referred to as being held in “street name”), you may receive a separate
voting instruction form with this Proxy Statement, or you may need to contact your broker, bank or other
stockholder of record to determine whether you will be able to vote electronically via the Internet or by
telephone. Your broker may vote your shares on the proposal to ratify our independent auditors, but will not
be permitted to vote your shares with respect to the other proposals unless you provide instructions as to how
to vote your shares.
Once you have given your proxy, you may revoke it at any time prior to the time it is voted, by
delivering to the Secretary of the Company at the Company’s principal offices either a written document
revoking the proxy or a duly executed proxy with a later date, or by attending the Annual Meeting and voting
in person. Merely attending the Annual Meeting will not, by itself, revoke a proxy. Please note, however, that
your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual
Meeting, you must obtain and bring to the Annual Meeting a proxy card issued in your name from the broker,
bank or other nominee. Otherwise, you will not be permitted to vote at the Annual Meeting.

How do I vote my 401(k) shares?

If you participate in the Life Technologies Corporation 401(k) Savings and Investment Plan, you may

Proxy Statement
vote the shares of Common Stock in your account as of the record date. If you wish to vote those shares, you
must complete your proxy card and return it in the envelope provided by April 26, 2010. Fidelity Management
Trust Company (Fidelity), the plan trustee, will then vote the shares in your account as you indicated.
If you do not complete and return your proxy card prior to April 26, 2010, Fidelity will not vote the
shares in your account. You may revoke instructions to the trustee by giving it written notice of revocation or
a later dated written voting instruction by April 26, 2010.

ELECTION OF DIRECTORS
The Company has a classified Board of Directors currently consisting of five Class II directors (George F.
Adam, Jr., Raymond V. Dittamore, Arnold J. Levine, Ph.D., Bradley G. Lorimier and David C.
U’Prichard, Ph.D.) who will serve until the 2010 Annual Meeting of Stockholders, four Class III directors
(Balakrishnan S. Iyer, William H. Longfield, Ronald A. Matricaria and W. Ann Reynolds, Ph.D.) who will
serve until the 2011 Annual Meeting of Stockholders, and four Class I directors (Donald W. Grimm, Gregory
T. Lucier, Per A. Peterson, Ph.D. and William S. Shanahan) who will serve until the 2012 Annual Meeting of
stockholders, and in each case until their respective successors are duly elected and qualified. Directors in a
class are elected for a term of three years to succeed the directors in such class whose terms expire at such
annual meeting, or a shorter term to fill a vacancy in another class of directors.
The nominees for election at the 2010 Annual Meeting of Stockholders to fill four Class II positions on
the Board of Directors are George F. Adam, Jr., Raymond V. Dittamore, Arnold J. Levine, Ph.D. and Bradley
G. Lorimier. The nominee for election at the 2010 Annual Meeting of Stockholders to fill one additional
Class III position on the Board of Directors is David C. U’Prichard, Ph.D. If elected, the nominees for the
Class II positions will serve as directors until the annual meeting of stockholders in 2013, and in each case
until their successors are elected and qualified. If elected, the nominee for the Class III position will serve as a
director until the annual meeting of stockholders in 2011, and until his successor is elected and qualified. If
any of the nominees declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the
election (although we know of no reason to anticipate that this will occur), your proxy may be voted for such
substitute nominees as the Company may designate.
The following information relates to the nominees listed above and to the Company’s other directors
whose terms of office will extend beyond the Annual Meeting, and sets forth the specific experience,
qualifications, attributes and skills that led our Board to the conclusion that he or she should serve as a
director. In addition to this information, we also believe that each of our director nominees and serving
directors posses the highest personal and professional ethics, integrity and values, and are committed to

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 representing the long-term interests of our stockholders. They each have demonstrated an inquisitive and
objective perspective, business acumen and an ability to exercise sound judgment, as well as a commitment of
service to Life Technologies and our Board. Finally, we value their significant experience on other public
company boards of directors and board committees.

Nominees for election at the 2010 Annual Meeting of Stockholders

Class II
(Term Ends 2013)
George F. Adam, Jr. Director since November 2008. Mr. Adam previously served on the Board of
(age 63) Applied Biosystems, and is the Chairman and C.E.O. of Recondo Technology, Inc., a
private healthcare software development company. Mr. Adam founded Adam Aircraft
Industries, Inc., a designer and manufacturer of advanced aircraft, and New Era of
Networks, Inc., an e-business infrastructure provider that went public in 1997 and
filed for Chapter 7 bankruptcy proceedings on February 15, 2008. Mr. Adam
previously served as a general partner at Goldman, Sachs & Co. Before Goldman
Sachs, Mr. Adam held executive positions at Baxter Healthcare, FMC, Litton
Proxy Statement

Industries, and IBM. Mr. Adam also previously served on the Board of Directors for
TransUnion, Inc. Mr. Adam received his B.S. in engineering from the United States
Military Academy at West Point and an M.B.A. from Golden Gate University. We
believe Mr. Adam’s qualifications to sit on our Board of Directors include his
executive experience in the healthcare and computer businesses, his experience in
the investment banking industry, his understanding of the Applied Biosystems
business, and his experience on other public company boards and board committees.
Raymond V. Dittamore Director since July 2001. Mr. Dittamore also serves as a director of QUALCOMM
(age 66) Incorporated and was formerly a member of the Board of Directors of Gen-Probe
Incorporated. In June 2001, Mr. Dittamore retired as a partner of Ernst & Young
after thirty-five (35) years of service. Mr. Dittamore brings over three decades of
public accounting experience to the Board of Directors, primarily serving companies
in the life sciences industry. Mr. Dittamore received his B.S. from San Diego State
University. We believe Mr. Dittamore’s qualifications to sit on our Board of
Directors include his thirty-five (35) years years of experience with Ernst & Young,
his experience in working with life sciences companies, his service on other public
company boards and audit committees, and his status as a financial expert under
Sarbanes-Oxley.
Arnold J. Levine, Ph.D. Director since November 2008. Dr. Levine previously served on the Board of
(age 70) Applied Biosystems, a position he held since 1999. Dr. Levine is a professor at the
Institute for Advanced Study and currently serves on the Boards of Theravance
Corporation and Infinity Pharmaceuticals. Dr. Levine previously served as President
and Chief Executive Officer of Rockefeller University from 1998 to 2002 and was
the Harry C. Weiss Professor of the Life Sciences and Chairman of the Molecular
Biology Department at Princeton University from 1984 to 1998. Dr. Levine received
his B.A. from SUNY Binghamton and a Ph.D. from the University of Pennsylvania.
We believe Dr. Levine’s qualifications to sit on our Board of Directors include his
more than twenty-five (25) years of experience in academic positions relating to the
life sciences, his status as a prominent inventor in the field of molecular biology, his
understanding of the Applied Biosystems business, and his service on other public
company boards.
Bradley G. Lorimier Director since November 1998. Mr. Lorimier served as Senior Vice President,
(age 64) Business Development and Director of Human Genome Sciences, Inc., a

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 biotechnology company, from March 1994 to June 1997. Mr. Lorimier was a director
of Matrix Pharmaceutical, Inc. from December 1997 to March 2002, and was a
Director of Avalon Pharmaceuticals from its founding in November 2000 to May
2009. Mr. Lorimier was Chairman of Avalon from January 2008 to May 2009. Mr.
Lorimier was also a Director for several private companies. Mr. Lorimier received
his B.S. in biology from the University of Illinois. We believe Mr. Lorimier’s
qualifications to sit on our Board of Directors include his extensive knowledge of
the Invitrogen business, his executive experience in the biotech and pharmaceutical
industries, and his service on other public company boards and board committees.

Class III
(Term Ends 2011)
David C. Director since April 2004. Dr. U’Prichard currently serves as a venture partner with
U’Prichard, Ph.D. the private equity firm Red Abbey Venture Partners LP (Baltimore, MD), and
(age 61) President of Druid Consulting LLC, a consulting firm specializing in the
pharmaceutical and biotechnology industries. From September 1999 to April 2003,
Dr. U’Prichard served as CEO of 3-Dimensional Pharmaceuticals, Inc.

Proxy Statement
Dr. U’Prichard served as Chairman of Research and Development at SmithKline
Beecham from July 1997 to March 1999 and in senior R&D management positions
at ICI/Zeneca from July 1986 to June 1997. Dr. U’Prichard has also served as an
Associate Professor of Pharmacology and Neurobiology at Northwestern University
Medical School and has held academic appointments at The Johns Hopkins
University, and the Universities of Maryland and Pennsylvania. Dr. U’Prichard is an
honorary professor at the University of Glasgow, serves as Chairman of the Board of
Oxagen Limited (Oxford, UK) and Cyclacel Pharmaceuticals Inc. (NASDAQ: CYCC
Berkeley Heights, NJ) and is a Director of Silence Therapeutics Ltd (London, UK).
Dr. U’Prichard received his B.S. in pharmacology from the University of Glasgow
and a Ph.D. in pharmacology from the University of Kansas. We believe
Dr. U’Prichard’s qualifications to sit on our Board of Directors include his extensive
experience in pharmaceutical research and development, his executive and consulting
experience in the pharmaceutical and biotechnology industries, his academic
experience, and his service on other public company boards and board committees.

The Board of Directors recommends a vote “For” the nominees named above.
Directors Continuing in Office

Class III
(Term Ends 2011)
Balakrishnan S. Iyer Director since July 2001. Mr. Iyer is currently a director of Conexant Systems, Inc.,
(age 53) Skyworks Solutions, Inc., Power Integrations, Inc., IHS Inc., and Qlogic Corporation.
From October 1998 to June 2003, Mr. Iyer was Senior Vice President and Chief
Financial Officer of Conexant Systems, Inc. Mr. Iyer previously served as Senior
Vice President and Chief Financial Officer of VLSI Technology, Inc., where he was
responsible for all worldwide financial functions, information technology and
strategic planning. During his career, Mr. Iyer has held a variety of other key
management positions, including Finance Director and Group Controller for a $1
billion business at Advanced Micro Devices. Mr. Iyer received his B.S. in
mechanical engineering from the Indian Institute of Technology, Madras and his
M.S. in industrial engineering from the University of California, Berkeley. Mr. Iyer

5
 also received an M.B.A. in finance from the Wharton School. We believe Mr. Iyer’s
qualifications to sit on our Board of Directors include his experience as a chief
financial officer, his service on other public company boards and audit committees,
and his status as a financial expert under Sarbanes-Oxley.

William H. Longfield Director since November 2008. Mr. Longfield previously served on the Board of
(age 71) Applied Biosystems and is the retired Chairman and Chief Executive Officer of C.R.
Bard, Inc., a manufacturer of health care products. Mr. Longfield joined C.R. Bard
in 1989 as executive vice president, became President in 1991, and served as
Chairman and Chief Executive Officer from 1995 until his retirement in August
2003. Mr. Longfield was also the Chairman and Trustee of Atlantic Health System
in New Jersey from 2003 to 2009, and a director of each of West Pharmaceutical
Services, Inc. from 1995 to 2007, Horizon Health Corporation from 1989 to 2007,
and Manor Care from 1998 to 2007. Mr. Longfield received his B.S. from Drake
University and a Masters of Management from the Kellogg School at Northwestern
University. We believe Mr. Longfield’s qualifications to sit on our Board of Directors
include his fourteen (14) years as a senior executive for a prominent health care
company, his knowledge of the Applied Biosystems business, and his service on
other public company boards and board committees.
Proxy Statement

Ronald A. Matricaria Director since July 2004. Mr. Matricaria is the former Chairman and Chief
(age 67) Executive Officer of St. Jude Medical, Inc. Mr. Matricaria spent twenty-three (23)
years with Eli Lilly and Company, Inc., serving in several leadership roles. Mr.
Matricaria’s last positions with Eli Lilly were as Executive Vice President of the
Pharmaceutical Division and President of North American operations. Mr. Matricaria
also served as President of Eli Lilly International Corporation. In 2002, Mr.
Matricaria was recognized by the medical device industry with a lifetime
achievement award. In addition, Mr. Matricaria is currently a member of the Board
of Directors of Hospira, Inc., Chairman of the Board of Volcano Therapeutics, Inc.,
Vice-Chairman of the Board of Phoenix Children’s Hospital, and is also Trustee
Emeritus of the University of Minnesota Foundation. Mr. Matricaria holds a B.S.
from the Massachusetts College of Pharmacy and was awarded an honorary
doctorate degree in pharmacy in recognition of his contributions to the practice of
pharmacy. We believe Mr. Matricaria’s qualifications to sit on our Board of Directors
include his experience as the CEO of a prominent health care organization, his
twenty-three (23) years of executive experience in the pharmaceutical industry, and
his service on other public company boards and board committees.

W. Ann Presiding Director since April 2008. Director since February 2005. Dr. Reynolds is
Reynolds, Ph.D. the former President of the University of Alabama at Birmingham. Prior to joining
(age 72) The University of Alabama at Birmingham as President in 1997, Dr. Reynolds
served as Chancellor of the City University of New York. Prior to that, Dr. Reynolds
was the Chancellor of the California State University system, Provost of Ohio State
University and Associate Vice Chancellor for Research and Dean of the Graduate
College of the University of Illinois Medical Center. Earlier in her career,
Dr. Reynolds held appointments as professor of anatomy, research professor of
obstetrics and gynecology, and acting associate dean for academic affairs at the
University of Illinois College of Medicine. A native of Kansas, Dr. Reynolds holds a
M.S. and a Ph.D. in zoology from the University of Iowa, as well as a B.S. in
biology from Emporia State University, Kansas. Dr. Reynolds is also currently a
director of Abbott Laboratories, Humana Inc., Owens Corning and the Champaign-
Urbana News Gazette. We believe Dr. Reynolds’ qualifications to sit on our Board
of Directors include her executive leadership experience at prominent academic

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 institutions, her academic and research experience in fields relating to human health,
and her service on other public company boards and board committees.

Class I
(Term Ends 2012)
Donald W. Grimm Director since June 1998. Mr. Grimm has been a director of Hamilton BioVentures,
(age 68) LLC since August 2001. Since June 1995, Mr. Grimm has served as Chairman and
President of Strategic Design, LLC, a strategic planning and consulting company.
Mr. Grimm retired from Eli Lilly & Company, a research-based pharmaceutical
company, in December 1993 after twenty-three (23) years of service. Mr. Grimm
held positions at Eli Lilly as Director of Worldwide Pharmaceutical Pricing, Director
of Pharmaceutical Market Research and Director of Sales. Following these
assignments, Mr. Grimm was President and CEO of Hybritech, Inc., a wholly owned
subsidiary of Lilly. In addition, Mr. Grimm is currently a director of several private
companies. Mr. Grimm received his B.S. in pharmacy and his M.B.A. from the
University of Pittsburgh. We believe Mr. Grimm’s qualifications to sit on our Board
of Directors include his extensive knowledge of the Invitrogen business, his twenty-

Proxy Statement
three (23) years of executive experience in the pharmaceutical industry, his
marketing, pricing, and sales expertise, and his service on other public company
boards and board committees.
Gregory T. Lucier Gregory T. Lucier serves as Chief Executive Officer of Life Technologies and as
(age 45) Chairman of the Company’s Board of Directors. Previously, Mr. Lucier served as
Chairman and Chief Executive Officer of Invitrogen Corporation, which merged with
Applied Biosystems in November 2008 to form Life Technologies. The Company is
one of the largest providers of systems, biological reagents, and services to life
scientists around the world. The Company aims to improve the human condition by
enabling basic research, accelerating drug discovery and development, and advancing
scientific exploration in areas such as regenerative science, molecular diagnostics,
agricultural and environmental research, and 21st century forensics. Mr. Lucier has
leveraged his background in healthcare management to prepare the company to
participate in and shape the new era of personalized medicine.
Mr. Lucier serves as a Director of Biotechnology Industry Organization, as well as
the Chairman of the Board of Trustees for the Sanford/Burnham Medical Research
Institute, and a Director for CareFusion Corporation, a publicly-traded medical
technology company. Mr. Lucier is actively involved at San Diego State University
as a distinguished lecturer. Mr. Lucier received his B.S. in Engineering from
Pennsylvania State University and an M.B.A. from Harvard Business School. We
believe Mr. Lucier’s qualifications to sit on our Board of Directors include his
experience as a CEO and business leader, his experience in the healthcare industry,
his broad involvement in the biotechnology and health care fields, and his service as
both director and chairman on other public company and non-profit boards.
Per A. Peterson, Ph.D. Director since March 2007. Dr. Peterson recently retired as Chairman, Research &
(age 65) Development, Pharmaceuticals at Johnson & Johnson. Dr. Peterson joined Johnson &
Johnson in 1994 as Vice President, Drug Discovery, of the R.W. Johnson
Pharmaceutical Research Institute. Dr. Peterson is also a Director for Entelos, Inc., a
life sciences company focused on improving human health through predictive
biosimulation, which he joined in 2007 and Bio Investment Group, each of which
are privately held companies. Dr. Peterson was named Group Vice President of the
Pharmaceutical Research Institute in April 1998 and its president in November 1998.
In 2000, Dr. Peterson was named Chairman, Research & Development,

7
 Pharmaceuticals Group and became a member of the Executive Committee in 2001.
Prior to joining Johnson & Johnson, Dr. Peterson spent eight (8) years at Scripps
Research Institute in La Jolla, CA, where he headed the Division of Molecular
Immunogenics before being appointed Chairman of the Department of Immunology
in 1987. Dr. Peterson had earlier served as Director of the Wallenberg Laboratory, as
well as professor of cell biology at the University of Uppsala, Sweden. Born in
Kalmar, Sweden, Dr. Peterson received his B.M. in medicine and his Ph.D. in
medicinal biochemistry from the University of Uppsala, Sweden. We believe
Dr. Peterson’s qualifications to sit on our Board of Directors include his extensive
experience in pharmaceutical research and development, his executive experience in
the pharmaceutical industry, and his academic and research experience.
William S. Shanahan Director since December 2008. Mr. Shanahan retired as President of Colgate-
(age 69) Palmolive in 2005, after having served the company for almost forty (40) years in
positions of increasing responsibility. Since 2007, Mr. Shanahan has served on the
Board of Directors for Visa Inc., the world’s largest consumer payment system. Mr.
Shanahan is an adviser to Value Act Capital. Mr. Shanahan is also a former member
of the Board of Directors of each of Diageo PLC, a world-wide beverage producer,
and MSD Ignition, a leading maker of performance ignition systems. Mr. Shanahan
Proxy Statement

received his B.A. from Dartmouth. We believe Mr. Shanahan’s qualifications to sit
on our Board of Directors include his forty (40) years of business experience,
including his tenure as President of a major consumer products company, his
expertise in operating a global business, and his service on other public company
boards and board committees.

How often did the Board of Directors meet during 2009?

During the fiscal year ended December 31, 2009, the Board of Directors held seven meetings. Each
director serving on the Board of Directors in fiscal year 2009 attended at least 75% of the meetings of the
Board of Directors and the committees on which he or she served. The Board of Directors meets in Executive
Session, without any members of management present, at each regularly scheduled meeting. The independent
directors elect a Presiding Director annually. W. Ann Reynolds, Ph.D. has served as the Presiding Director
since April 2008. The Presiding Director presided at each Executive Session in 2009.

Who are the independent directors on the Board of Directors?

The Board of Directors has determined that, other than Gregory T. Lucier, our CEO, each of the members
of the Board of Directors is an independent director in accordance with NASDAQ listing standards.

What is the Company’s policy regarding attendance by the Board of Directors at the Annual Meeting of
Stockholders?
Members of the Board of Directors are strongly encouraged to attend the 2010 Annual Meeting of
Stockholders. At the 2009 Annual Meeting of Stockholders, all thirteen of the incumbent directors were
present.

What is the leadership structure of our Board of Directors?

Our Bylaws and governance principles provide our Board of Directors with flexibility to combine or
separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its
determination that utilizing one or the other structure is in the best interests of our company. Currently,
Mr. Lucier serves as both Chairman of the Board and Chief Executive Officer. Our Board has determined that
this structure is the most effective leadership structure for our company at this time. The Board believes that
Mr. Lucier is the director best situated to identify strategic opportunities and focus the activities of the Board
due to his full-time commitment to the business and his company-specific experience. The Board also believes

8
that the combined role of Chairman/Chief Executive Officer promotes effective execution of strategic
imperatives and facilitates information flow between management and the Board.
Our Board has determined that maintaining the independence of the Company’s directors other than
Mr. Lucier, managing the composition and function of its committees, and appointing an independent
Presiding Director having the duties described below help maintain the Board’s strong, independent oversight
of management. In accordance with our governance principles, our Board consists of a supermajority of
independent directors. These independent directors meet regularly in executive session without the presence of
management or non-independent directors. In addition, our Audit, Compensation and Organizational
Development, and Governance and Nominating Committees, which oversee critical matters such as the
integrity of our financial statements, the compensation of executive management, the selection and evaluation
of directors, and the development and implementation of corporate governance policies, each consist entirely
of independent directors. Furthermore, our Board annually appoints an independent director to serve as
Presiding Director. The Presiding Director has the responsibility of providing input to the Chairman/Chief
Executive Officer on agenda items for meetings of the Board and the Board committees and of serving as a
point person for stockholder communications with the Board. The Presiding Director presides over all
executive sessions and meetings of the independent directors, defines the agenda for the executive sessions,
gives feedback to the Chief Executive Officer following such executive sessions, serves as a point of
leadership during special situations, ensures that all directors have an equal voice, and assists the Chairman or

Proxy Statement
members of management in managing corporate crises, to the extent they arise, making related
communications to the other directors. In addition to the President Director, our other directors are encouraged
to make suggestions for Board agenda items or pre-meeting materials.

What committees has the Board of Directors established?

The Board of Directors has established an Audit Committee, a Compensation and Organizational
Development Committee, a Governance and Nominating Committee, and a Science and Technology
Committee. Each committee operates under a written charter approved by the Board of Directors. The charters
of each committee are available on the Company’s website at www.lifetechnologies.com. The Audit
Committee consists of Mr. Dittamore, Mr. Adam, Mr. Grimm, Mr. Iyer and Mr. Lorimier, and Mr. Dittamore
serves as the Chairman. The Compensation and Organizational Development Committee consists of
Mr. Matricaria, Mr. Longfield, Dr. Reynolds, Mr. Shanahan and Dr. U’Prichard, and Mr. Matricaria serves as
the Chairman. The Governance and Nominating Committee consists of Mr. Iyer, Mr. Dittamore,
Mr. Matricaria and Dr. Peterson, and Mr. Iyer serves as the Chairman. The Science and Technology
Committee consists of Dr. Peterson, Mr. Grimm, Dr. Levine, Mr. Lorimier and Dr. U’Prichard, and
Dr. Peterson serves as the Chairman.
Audit Committee. The Audit Committee’s function is to review with our independent registered public
accounting firm and management the annual financial statements and independent registered public accounting
firm opinion, review and maintain direct oversight of the plan, scope and results of the audit by the
independent registered public accounting firm, review and approve all professional services performed and
related fees charged by the independent auditors, be solely responsible for the retention or replacement of the
independent registered public accounting firm, and monitor the adequacy of the Company’s accounting and
financial policies, controls, and reporting systems. During 2009, the Audit Committee held seven meetings.
The Board of Directors and the Audit Committee believe that the Audit Committee’s current member
composition satisfies the rule of the NASDAQ listing standards that governs audit committee composition,
including the requirement that audit committee members all be “independent directors” as that term is defined
by NASDAQ Rule 5605(a)(2) and the definition of “independent” under the Sarbanes-Oxley Act of 2002.
Additionally, the Company certifies that it has, and will continue to have, at least one member of the Audit
Committee that is defined as an “audit committee financial expert” in accordance with Section 407 of the
Sarbanes-Oxley Act with past employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or background which results in the individual’s
financial sophistication, including being or having been a chief executive officer, chief financial officer or
other senior officer with financial oversight responsibilities. Currently, the Board of Directors has determined

9
 that Raymond V. Dittamore and Balakrishnan S. Iyer are “audit committee financial experts.” Additional
information regarding the Audit Committee is set forth in the Report of the Audit Committee below.

Compensation and Organizational Development Committee. The functions of the Compensation and
Organizational Development Committee in 2009 included providing guidance to management and assisting the
Board of Directors in matters relating to the compensation of the CEO and senior executives, the
organizational structure of the Company, the Company’s compensation and benefits programs, the Company’s
succession, retention and training programs, and such other matters that have a direct impact on the success of
our human resources. During 2009, the Compensation and Organizational Development Committee held seven
meetings.

The Board of Directors and the Compensation and Organizational Development Committee believe that
the Compensation and Organizational Development Committee’s current member composition satisfies the rule
of the NASDAQ listing standards that governs committee composition, including the requirement that
committee members all be “independent directors” as that term is defined by NASDAQ Rule 5605(a)(2) and
the definition of “independent” under the Sarbanes-Oxley Act of 2002.

What is the Board’s Role in Risk Oversight?

Proxy Statement

The Board’s role in the Company’s risk oversight process includes receiving regular reports from
members of senior management on areas of material risk to the Company, including operational, financial,
legal and regulatory, and strategic and reputational risks. The full Board (or the appropriate Committee in the
case of risks that are under the purview of a particular Committee) receives these reports from the appropriate
“risk owner” within the organization to enable it to understand our risk identification, management and
mitigation strategies. The Board has developed an agenda of risk topics that are presented to the Board or one
of its Committees on an annual basis. When a Committee receives such a report, the Chairman of the
Committee discusses the report with the full Board during the next Board meeting. This practice enables the
Board and its Committees to coordinate risk oversight for the Company, particularly regarding the
interrelationship among various risks. Consistent with its charter, the Audit Committee discusses our policies
with respect to risk assessment and risk management. The Compensation and Organizational Development
Committee and the Board each discuss the relationship between our compensation policies and corporate risk
to assess whether these policies encourage excessive risk-taking by executives and other employees.

The Governance and Nominating Committee. The functions of the Governance and Nominating
Committee include leading any searches for new Board of Director candidates, reviewing and making
recommendations to the Board of Directors regarding director compensation, and making recommendations to
the Board of Directors regarding director nominees to be put forth by the Board of Directors at each annual
meeting of stockholders. In addition, the area of corporate governance has taken on increasing importance in
the creation and preservation of stockholder value. Therefore, the Governance and Nominating Committee
focuses on core processes that the Board of Directors and its committees utilize to carry out their
responsibilities, including fundamental issues such as how decisions are made. During the year ended
December 31, 2009, the Governance and Nominating Committee held four meetings.

The Board of Directors and the Governance and Nominating Committee believe that the Governance and
Nominating Committee’s current member composition satisfies the rule of the NASDAQ listing standards that
governs committee composition, including the requirement that committee members all be “independent
directors” as that term is defined by NASDAQ Rule 5605(a)(2) and the definition of “independent” under the
Sarbanes-Oxley Act of 2002.

The Science and Technology Committee. The Science and Technology Committee examines
management’s direction and investment in the Company’s research and development and technology
initiatives. The Science and Technology Committee functions as a broadly knowledgeable and objective group
of scientists and non-scientists to consider and report periodically to the Board of Directors on matters relating
to the investment in the Company’s research and development and technology initiatives. The Science and
Technology Committee’s actions are generally related to high-level policy and strategy. The administration of

10
the research and development function remains the responsibility of management. During the year ended
December 31, 2009, the Science and Technology Committee held four meetings.

Who are the nominees for election at the 2010 Annual Meeting of Stockholders?
The Governance and Nominating Committee will consider for inclusion in its nominations of new
directors those nominees recommended by stockholders who have held at least 1% of the outstanding voting
securities of the Company for at least one year. Board of Directors candidates referred by such stockholders
will be considered on the same basis as Board of Directors candidates referred from other sources. Any
stockholder who wishes to recommend for the Governance and Nominating Committee’s consideration a
prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and
qualifications in writing to the Company’s Secretary at the following address: 5791 Van Allen Way, Carlsbad,
CA 92008.
The Governance and Nominating Committee recommended George F. Adam, Jr., Raymond V. Dittamore,
Arnold J. Levine, Ph.D. and Bradley G. Lorimier to be nominated by the Board of Directors for election to
Class II of the Board of Directors at the Annual Meeting of Stockholders. In addition, the Governance and
Nominating Committee recommended David C. U’Prichard, Ph.D. to be nominated by the Board of Directors
for election to Class III of the Board of Directors at the Annual Meeting of Stockholders.

Proxy Statement
In selecting non-incumbent candidates and reviewing the qualifications of incumbent candidates for the
Board of Directors, the Governance and Nominating Committee considers the Company’s corporate
governance principles, which include the following:
• Directors should possess the highest personal and professional ethics, integrity and values, and be
committed to representing the long-term interests of the stockholders. They must also have an
inquisitive and objective perspective, practical wisdom and mature judgment. They must be actively
engaged in the pursuit of information relevant to the Company’s business and must constructively
engage their fellow Board of Directors members, the CEO, and other members of management in
dialogue and decision making.
• Directors must be willing to devote sufficient time to carrying out their duties and responsibilities
effectively, and should be committed to serve on the Board of Directors for an extended period of
time. Directors should offer their resignation in the event of any significant change in their personal
circumstances, including a change in their principal job responsibilities.
Our governance principals also specify that our Board should represent a diverse experience at policy-
making levels in business and technology in areas that are relevant to our global activities. The Committee
does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all
prospective nominees. Nominees are not discriminated against on the basis of race, religion, national origin,
sexual orientation, disability or any other basis proscribed by law.
A supermajority of at least 2⁄3 of the directors will be independent directors as defined in the National
Association of Securities Dealers, Inc. (NASD) rules for companies listed on the NASDAQ National Market.
Directors who do not meet the NASD Manual’s independence standards also make valuable contributions to
the Board of Directors and to the Company through their experience and wisdom.
In general, to be considered independent under the NASD Manual’s rules, the Board of Directors must
determine, among other things, that a director does not have any relationships that, in the Board of Directors’
opinion, would interfere with the exercise of independent judgment in carrying out the responsibilities of a
director. The Board of Directors will make an affirmative finding with respect to the independence of directors
not less frequently than annually. The Board of Directors has determined that other than Mr. Lucier, the
Company’s CEO, each of the current members of the Board of Directors, including the nominees for Class II
director, are independent directors.
In addition to the policy that a supermajority of the Board of Directors members satisfy the independence
standards discussed in the section above, members of the Audit Committee must also satisfy additional NASD

11
 independence requirements. Specifically, they may not directly or indirectly receive any compensation from
the Company other than their directors’ compensation, must not have participated in preparing the financial
statements of the Company or any of its subsidiaries during the past three years, and must not be affiliated
with the Company except through their membership on the Board of Directors and its committees.

REPORT OF THE AUDIT COMMITTEE

The purpose of the Audit Committee is to assist the Board of Directors in its general oversight of Life
Technologies’ financial reporting, internal controls and audit functions. As described in the Audit Committee
Charter, which is available at our website at www.lifetechnologies.com, the Audit Committee has oversight
responsibilities to stockholders, potential stockholders, the investment community, and other stakeholders
related to the:
• integrity of the Company’s financial statements;
• financial reporting process;
• systems of internal accounting and financial controls;
• performance of the Company’s internal audit function and independent registered public accounting
Proxy Statement

firm;
• independent registered public accounting firm’s qualifications and independence; and
• compliance with ethics policies and legal and regulatory requirements.
The Audit Committee is composed solely of independent directors as defined by the listing standards of
the NASD.
The Audit Committee has reviewed and discussed the consolidated financial statements with management
and Ernst & Young LLP, the Company’s independent registered public accounting firm. Management is
responsible for the preparation, presentation and integrity of Life Technologies’ financial statements;
accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and
procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change
in internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, internal control over financial reporting. Ernst & Young LLP is responsible for performing an
independent audit of the consolidated financial statements and expressing an opinion on the conformity of
those financial statements with accounting principles generally accepted in the United States of America, as
well as expressing an opinion on the effectiveness of internal control over financial reporting.
During 2009, the Audit Committee provided oversight and advice to management relating to
management’s assessment of the adequacy of Life Technologies’ internal control over financial reporting in
accordance with the requirements of the Sarbanes-Oxley Act of 2002. The Committee received periodic
updates from management and Ernst & Young LLP relating to such assessment. The Audit Committee held
regular private sessions with Ernst & Young LLP to discuss their audit plan for the year, the results of their
quarterly reviews, and the annual audit. At the conclusion of the process, the Audit Committee reviewed a
report from management on the effectiveness of the Company’s internal control over financial reporting. The
Committee also reviewed the report of management contained in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2009, filed with the SEC, as well as Ernst & Young LLP’s Report of
Independent Registered Public Accounting Firm included in the Company’s Annual Report on Form 10-K
related to its audit of (i) the consolidated financial statements and financial statement schedule, and (ii) the
effectiveness of internal control over financial reporting.
The Audit Committee provided oversight and guidance to members of management, including the Chief
Legal Officer, Director of Internal Audit (who reports to the Audit Committee), and Director of Compliance
on the Company’s policies and procedures relating to risk assessment and risk management and on the legal

12
and regulatory compliance programs. The Committee received periodic reports on these matters throughout the
year.
The Audit Committee met on seven occasions in 2009. The Audit Committee met privately with Ernst &
Young LLP, the internal auditor, and the Chief Financial Officer (CFO) at each regular meeting.
Life Technologies has an internal audit department that reports directly to the Audit Committee. The
Audit Committee reviews and approves the internal audit plan and receives regular updates on internal audit
activity. Updates include discussion of results and findings by the internal audit team, follow up, staffing level
of the internal audit function, and assessment of internal controls and risk of fraud.
The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by
Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees” and PCAOB
Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting That Is Integrated with an
Audit of Financial Statements.” In addition, Ernst & Young LLP has provided the Audit Committee with the
written disclosures and the letter required by the PCAOB Ethics and Independence Rule 3526, Communication
with Audit Committees Concerning Independence,” and the Audit Committee has discussed with Ernst &
Young LLP their firm’s independence. In addressing the quality of management’s accounting judgments, the
Audit Committee asked for management’s representations and reviewed certifications prepared by the CEO
and CFO that the unaudited quarterly and audited consolidated financial statements of the Company fairly

Proxy Statement
present, in all material respects, the financial condition and results of operations of the Company.
Based on the review of the consolidated financial statements and discussions with and representations
from management and Ernst & Young LLP referred to above, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in Life Technologies’ Annual Report on
Form 10-K for the year ended December 31, 2009, for filing with the SEC.
In accordance with Audit Committee policy and the requirements of law, the Audit Committee pre-
approves all non-audit services to be provided by Life Technologies’ outside auditors, Ernst & Young LLP. In
addition, the Audit Committee pre-approves all audit and audit related services provided by Ernst & Young
LLP. The Audit Committee has delegated to its chairman the ability to pre-approve non-audit services. Such
pre-approval is later reported to the Audit Committee. A further discussion of the fees paid to Ernst & Young
LLP for audit and non-audit expenses is included below under the heading “PRINCIPAL ACCOUNTING
FEES & SERVICES.” Although the Audit Committee has the sole authority to appoint independent auditors,
the Audit Committee is continuing its long-standing practice of recommending that the Board of Directors ask
the stockholders to ratify the appointment at the Annual Meeting.
AUDIT COMMITTEE
Raymond V. Dittamore, Chairman
George F. Adam
Donald W. Grimm
Balakrishnan S. Iyer
Bradley G. Lorimier

13
 PRINCIPAL ACCOUNTING FEES AND SERVICES
In connection with the audit of the 2009 financial statements, the Company entered into an engagement
agreement with Ernst & Young LLP which set forth the terms by which Ernst & Young LLP has performed
audit services for the Company. That agreement is subject to alternative dispute resolution procedures.
The following table sets forth the aggregate fees agreed to by the Company for the annual and statutory
audits for the fiscal years ended December 31, 2009 and 2008, and all other fees paid by the Company during
2009 and 2008 to its independent registered public accounting firm, Ernst & Young LLP:
For the Years
Ended December 31,
(in thousands) 2009 2008

Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $5,502 $4,345

Audit-Related Fees. . . . . . . . . . . . . . . . . . . . . . . . . ............... 427 694
Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,605 1,253
All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............... 0 0
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $8,534 $6,292

The Audit Committee has determined that the rendering of all non-audit services by Ernst & Young LLP
is compatible with maintaining the auditor’s independence. The fees listed under “Audit Fees” above were
Proxy Statement

incurred for service related to the annual audit of the Company’s consolidated financial statements, including
the audit of internal control over financial reporting, reviews of the Company’s interim consolidated financial
statements on Form 10-Q, SEC registration statements, accounting consultations and services that are normally
provided in connection with statutory and regulatory filings and engagements. The fees listed under “Audit-
Related Fees” above were incurred for services related to mergers and acquisitions, including accounting
consultations, dispositions and benefit plan audits. The fees listed under “Tax Fees” above were incurred for
service related to federal, state and international tax compliance, tax advice and tax planning. The Audit
Committee approves non-audit services by Ernst & Young LLP on an ad hoc basis, and has vested authority
with Raymond V. Dittamore, the chairman of the Audit Committee, to approve non-audit services as needed.
***************

14
 EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The Compensation and Organizational Development Committee of the Company’s Board of Directors
(the “Committee”) is made up of the following five Board members: Ronald A. Matricaria, who serves as
Chairperson, William H. Longfield, W. Ann Reynolds, Ph.D., William S. Shanahan, and David C.
U’Prichard, Ph.D. The members of the Committee are independent directors and comply with the requirements
of Rule 16b-3 of the Exchange Act, NASDAQ rules and Section 162(m) of the Internal Revenue Code.

The Committee’s primary responsibility is to develop high-level policies, strategy and guidance related to
the Company’s executive compensation, benefits, and succession planning. As part of its duties and
responsibilities, the Committee oversees and approves all aspects of the executive compensation program for
the Company’s Section 16 officers (the “executive officers”). In this role, the Committee makes
recommendations to the non-employee Directors on the compensation of the CEO and reviews and approves
all compensation decisions relating to other executive officers to ensure those decisions are aligned with the
short and long-term goals of the Company and stockholders. Additionally, the Committee is responsible for
providing guidance on the organizational structure of senior management, as well as the succession, retention
planning and leadership development of senior management.

Proxy Statement
For a more detailed description of the Committee’s duties and responsibilities, refer to the Compensation
and Organizational Development Committee Charter which is located in the Investor Relations section of the
Company’s website at www.lifetechologies.com.

Executive Compensation Philosophy and Objectives

The underlying premise of the Company’s executive compensation philosophy is to retain and reward
leaders who create long-term value for stockholders. Consistent with that philosophy, the Committee has
chosen compensation components designed to align executive interests with those of stockholders. The
Committee views all components of pay together in making compensation decisions. The components include
base salary, annual incentives, long-term incentives, fringe benefits and perquisites. The Committee utilizes
various components of compensation to strike an appropriate balance between promoting sustainable and
excellent performance and discouraging inappropriate short-sighted risk-taking behavior.

In July 2008, the Committee established an executive officer compensation philosophy for the primary
components of pay (base salary, annual bonus target, and long-term incentives). The Committee targets each
component above the 50th percentile of benchmark data (discussed below) in recognition of the company’s
superior performance relative to its peer companies measured by total shareholder return, revenue growth,
gross margin, and other financial/operational indicators. While the Committee reviews the Company’s
performance relative to its peer companies across multiple metrics and time frames each year, it does not rely
on any single metric to make compensation decisions. For 2009, the Company performed well above the
median relative to its peer companies for an overwhelming majority of the metrics that the Committee
considered. This philosophy also recognizes the need to attract the best talent in the industry in order to
deliver on the long-term growth goals of the Company. The Committee reviews this philosophy regularly and
may make adjustments in the future if the Company’s performance relative to peer companies or the business
strategy dramatically changes.

The Committee employs the following core principles and objectives to guide its decisions regarding
executive compensation. No specific weight is assigned to each particular principle but they are considered in
a holistic manner.

Pay Competitively: The Committee believes overall compensation should be set at a competitive level to
attract and retain exceptional leadership talent that is capable of both effectively managing the Company today
and through the course of its anticipated future growth. The Committee utilizes benchmarking data, which is
explained in more detail below, as a reference point to establish competitive compensation packages.

15
 Stock Ownership: The Committee believes executive officers will make better decisions and align their
interests with those of the Company’s stockholders if they are required to maintain a certain level of stock
ownership. As a result, the Committee has established stock ownership guidelines for executive officers and
provides a meaningful portion of an executive officer’s total compensation in the form of equity-based long-
term incentives.
Pay-for-Performance: The Committee structures its executive compensation program to reward
executive officers who consistently perform at a high level, which enables the Company to meet its ultimate
business goal of increasing stockholder value. The alignment of executive compensation to existing business
dynamics may, on a year-to-year basis, result in different components of overall compensation being utilized
to ensure executive officers are focused on executing the Company’s business strategy. With regard to each
individual executive officer, the Committee, based on the Company’s short and long-term strategy, establishes
performance goals. The Committee measures performance against these goals to determine compensatory
rewards for past performance and to establish future performance goals with appropriate remuneration.
The Committee conducted its most recent compensation philosophy review in December 2009 at which
time the Committee affirmed the appropriateness of its philosophy.

Design of Executive Compensation

Proxy Statement

The Committee is ultimately responsible for the decisions relating to executive officers’ compensation;
however, the Committee considers recommendations from and discusses decisions with external consultants
and the management team.

Role of the Committee

The Committee has responsibility for overseeing all forms of compensation for executive officers,
including the named executive officers listed below in the 2009 Summary Compensation Table (collectively,
the Company’s “NEOs”). For FY 2009, the NEOs and their respective titles were as follows:
• Gregory T. Lucier, Chairman & Chief Executive Officer;
• Mark P. Stevenson, President & Chief Operating Officer;
• David F. Hoffmeister, Chief Financial Officer;
• Joseph C. Beery, Chief Information Officer;
• Bernd Brust, President, Commercial Operations;
• Paul D. Grossman, Ph.D., Senior Vice President Strategy and Corporate Development, and
• Peter M. Leddy, Ph.D., Chief Human Resources Officer
Under new Securities and Exchange Commission rules, the calculation to determine named-executive
officers (NEOs) changed for this proxy statement. Specifically, long-term incentive compensation must be
valued based on the grant date fair value of all awards made during the year as opposed to the accounting
expense for all awards that has been used in prior years. Since most executive officers did not receive a long-
term incentive award during the 2009 fiscal year (see the Long-term Incentives section for additional details),
the Committee included Mr. Bernd Brust and Peter M. Leddy, Ph.D. among the list of NEOs as a comparison
relative to prior years. All of the above listed NEOs currently serve as executive officers.
In establishing executive compensation, the Committee:
• collaborates with management in developing a compensation philosophy for executive officers and
broad-based employee groups,
• makes recommendations to the Board of Directors regarding the CEO’s compensation,
• evaluates and approves all compensation for the other executive officers,

16
 • engages the services of external advisors when appropriate,
• oversees all employee compensation and benefit programs (including the general employee benefit
programs, equity incentive plans, annual bonus plan, and other similar plans), and
• provides guidance to management regarding organizational structure, succession planning, retention
strategies, and development programs.
During 2009, the Committee held seven meetings and frequently met in executive session. The
Committee reviews the adequacy of its charter at least annually.

Role of Consultants
The Committee has retained its own independent compensation consultant, DolmatConnell & Partners,
since September 2006 to advise it on matters related to executive compensation. DolmatConnell provides the
Committee with executive compensation benchmarking data derived from surveys and public disclosures of
peer companies.
DolmatConnell recommends to the Committee an industry peer group for purposes of comparison and
benchmarking executive compensation. DolmatConnell is also available to the Committee to attend meetings,
provide an independent perspective, and provide an environmental overview of executive compensation

Proxy Statement
matters. DolmatConnell also provides the Committee with competitive analysis and recommendations
regarding the annual use of stock compensation, bonus plan design, and executive benefits and perquisites.
DolmatConnell does not provide any other services to the Company.
The Committee also retains an external advisor, Van Latham, Ph.D. to gather feedback from each Board
member in January as to their perspectives regarding the CEOs performance during the prior year and goals
for the future.

Role of Management
The Committee has full access to the management team when assessing and taking action related to
executive compensation matters. The Chief Human Resources Officer and the Vice President for Global
Compensation, Benefits & HR Systems work closely with the CEO to develop management’s
recommendations and perspective on the alignment of executive compensation with the business strategy,
which are presented at Committee meetings. The Chief Financial Officer, Chief Legal Officer, and their
respective teams periodically attend Committee meetings and are also involved in providing input to material
presented.
The CEO presents recommendations to the Committee for specific executive officer compensation
actions, other than for himself, which include:
(i) an assessment of individual performances relative to previously approved performance goals and
objectives, and
(ii) recommendations for base salary adjustments, bonus awards, and long-term incentive grants
aligned to the CEO’s assessment of an individual executive officer’s past performance, comparison of
internal equity, necessity of retention, if applicable, and the Company’s short and long-term strategy.
Management provides other information to the Committee to assist in its analysis and decision making
process, including:
(i) recommendations for the design of short and long-term incentive plans,
(ii) tally sheets,
(iii) stock ownership and cash/equity retention levels,
(iv) current events and trends in executive compensation, and
(v) impact of compensation and benefit programs on the Company’s financial statements.

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 Benchmarking Executive Compensation
The Committee periodically reviews competitive market data as a reference point when considering
compensation actions. Several other data points are used in addition to market data, including:
(i) individual performance and relative contribution to the Company’s performance,
(ii) overall Company and business unit performance,
(iii) financial impact on the Company’s income statement and balance sheet,
(iv) an executive officer’s role, responsibilities, and demonstrated leadership, and the Company’s
need to retain the executive, and
(v) internal equity among the entire senior management team.
The Committee annually reviews benchmark compensation data provided by DolmatConnell. This data is
developed from publicly-filed proxy statements (referred to as “Proxy Data”) of the companies listed below
for Messrs. Lucier, Stevenson, and Hoffmeister. The Committee also annually reviews the companies used to
develop the Proxy Data to ensure it reflects a balance between corporate revenue, market capitalization and
competitive labor markets. In July 2009, three additional firms were added to the Proxy Data comparator
Proxy Statement

group (Beckman Coulter, Inc., Cephalon, Inc., and Hologic, Inc.) to better balance these factors.
DolmatConnell uses a combination of the Proxy Data and two published surveys for all other executive
officers. Specifically, DolmatConnell utilizes the Radford Executive Survey (224 companies over $1B in
annual revenue) and the Towers Perrin Executive Compensation Survey (111 companies between $3B and $6B
in annual revenue). For Mr. Brust, DolmatConnell uses only the Radford Executive Survey to produce
benchmark data while using the Radford Executive Survey and the Towers Perrin Executive Compensation
Survey results for the other NEOs (data from the two sources equally weighted). This methodology is
consistent with past practice and provides the Committee with a perspective relative to prior years.

Proxy Data Comparator Companies

Agilent Technologies Genzyme Corporation
Allergan, Inc. Hologic, Inc.
Beckman Coulter, Inc. Hospira, Inc.
Becton, Dickinson and Co. Quest Diagnostics, Inc.
Biogen Idec, Inc. Sigma-Aldrich Corp.
Cephalon, Inc. St. Jude Medical, Inc.
C.R. Bard, Inc. Thermo Fisher Scientific
DENTSPLY International Varian Medical Systems
Forest Laboratories Waters Corp.

Determining 2009 Compensation for the Company’s Named Executive Officer’s (NEOs)
Effective upon the merger of Invitrogen and Applied Biosystems in November 2008 (into the combined
company — Life Technologies) the Committee took several actions to retain and motivate the executive team
to integrate successfully the two organizations and to realize quickly the synergies of the merger. Specifically,
the Committee:
(i) re-aligned base salary levels to compensate executive officers based on his/her going forward
roles and responsibilities
(ii) established annual bonus performance targets (the “2009 Incentive Compensation Plan” or the
“2009 ICP”) that if achieved provide stockholders with an appropriate return in the first year following
the merger,

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 (iii) approved a special one-time incentive to reward executive officers (excluding the CEO) for
achieving specified financial and operational synergy goals during the 24-month period following the
merger, or sooner, in addition to all other forms of compensation, and

(iv) provided executive officers with a long-term incentive grant in November of 2008 that
ordinarily would have been granted in the first quarter of 2009 to ensure executives balance short-term
goals and objectives associated with the merger with the Company’s long-term goal of increasing
stockholder value through sustainable and superior performance.

The above actions and the ultimate awards were made after the Committee considered the competitive
benchmark data, internal equity among executive officers, individual performance results relative to goals and
objectives, payout and other award obligations resulting from contractual change-in-control agreements, and
the importance of establishing a consistent executive compensation framework for the Company to build upon
after the merger integration. The Committee did not assign any particular weight to these factors but each was
important in analyzing and determining appropriate compensation packages for the executive officers.
Additionally, the Committee made these decisions and took action in November 2008 in exchange for each
NEO’s agreement (other than the CEO) to waive certain rights pursuant to the terms of their then existing
change-in-control agreements. The Committee also considered the value of these change-in-control payouts
assuming executive officers triggered their agreement for “good reason” and the retention value associated

Proxy Statement
with taking these actions.

The Committee’s actions relating to short-term goals for 2009 were driven primarily by integration
objectives related to the merger. The Board re-assessed the Company’s short and long-term strategy during its
December 2009 and February 2010 meetings and subsequently designed the 2010 executive compensation
packages to incentivize executives to execute the 2010 strategy. The approval of executive compensation
packages in early 2010 also better aligns the timing of executive compensation actions with the annual
performance management process and the timing of compensation actions for all other employees.

Determining 2009 Compensation for the CEO

The CEO developed his goals and objectives for 2009 in collaboration with the Board of Directors in
December 2008. These goals and objectives were established primarily as a result of the Company’s operating
plan for 2009, but also included non-financial metrics and goals the Board believed were critical to a
successful integration of the merged companies. The CEO’s goals and objectives also became the basis for
determining the goals and objectives of his direct reports and ultimately the entire organization, which ensured
consistency across the business units and the support functions.

The CEO reviews his actual performance with the Board periodically during the year and formally at the
December meeting. Subsequently, Van Latham, Ph.D. gathers feedback from each Board member in January
and compiles a report based on the information gathered. The Committee meets to review and modify the
report, as appropriate, and then the final report is provided to the full Board. This report, the CEO’s self
assessment of his performance, actual financial performance results, and the external market competitive
compensation data provided by DolmatConnell are utilized by the Committee in making its recommendations
to the full Board, and are the primary factors considered by the full Board in determining the CEO’s
compensation.

In 2009 the CEO achieved several significant milestones through his leadership in growing and
integrating the business. Specifically, his primary accomplishments during the year were:

(i) significantly exceeded the profit synergy objectives of the acquisition model, with world class
results when compared against Deloitte merger benchmarks;

(ii) achieved organic revenue growth of 7%, exceeding the 2009 estimated market growth rate of
2%, in the face of a difficult economic environment;

19
 (iii) exceeded company financial expectations while becoming an industry leader in corporate
citizenship; maintaining a position in the Dow Jones Sustainability Index for the second year in a row
and earning a spot on FTSE4Good Index; and
(iv) provided extraordinary leadership integrating the Invitrogen and Applied Biosystems workforces
while maintaining high retention rates and high employee morale.
The timing of CEO compensation actions in prior years has been different from the timing of
compensation actions taken for other executive officers. However, beginning in 2010 the timing of payments
and decisions related to the compensation of the CEO will be aligned with all other executive officers and the
Company’s broader employee population.

Elements of the Company’s Executive Compensation Program

In addition to the benefit plans generally available to all employees, executive officers compensation
consists of the following components:

Base Salary
Base salary ranges are established for each executive officer. The salary range midpoint is set at the 65th
Proxy Statement

percentile of the comparator group market data. The midpoints are set at this level to ensure the Company can
attract the best talent to deliver on shareholder goals in a very competitive environment. However, to be paid
at the midpoint or higher an executive officer must have consistently performed at an exceptional level and
displayed behaviors that have significantly impacted the Company’s growth and success. The Committee also
believes the full breadth of the salary range should be utilized to recognize the difference in individual
performance and contribution. As a result, individual base salaries may be higher or lower than the 65th
percentile of the applicable comparator group market data, depending on various factors, including job
performance, skill level, prior experience in his or her field of expertise, the executive’s experience with the
Company, consistency regarding pay levels for similar positions or skill levels within the Company, the need
to attract and retain talent, and external market conditions.
Base salaries were last adjusted for executive officers in November 2008 after the merger of Invitrogen
and Applied Biosystems in recognition of the additional responsibilities executive officers took on in
conjunction with integrating the merged companies. No base salary adjustments were made during 2009. The
Committee reviewed executive base salaries at the beginning of 2010 and approved adjustments to occur on
April 1, 2010. Scheduling executive officer base salary adjustments to occur on April 1, 2010 will ensure the
Committee has the opportunity to evaluate fully each executive’s 2009 performance before determining an
appropriate 2010 base salary.
The Committee reviewed Proxy Data showing the CEO’s 2009 base salary approximates the
60th percentile while base salary for other NEOs collectively approximates the 75th percentile relative to
executives in similar roles.

Annual Bonus — Incentive Compensation Plan (ICP)

Executive officers participate in an annual cash bonus plan called the Incentive Compensation Plan
(“ICP”). The Committee establishes an individual ICP target bonus opportunity for each executive officer
expressed as a percentage of their base salary paid during the fiscal year. Target bonuses are established at the
beginning of the fiscal year based on a review of:
(i) benchmark data for both target bonus opportunity and target total cash opportunity,
(ii) the role of each executive officer, including their ability to impact the Company’s overall
performance, and
(iii) the Committee’s assessment of internal equity among the executive officers.

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 The Committee’s philosophy is to provide an ICP target bonus opportunity for the Company’s executive
officers that approximates the 75th percentile of the applicable comparator group market data. The ICP target
bonus of some executive officers may be higher or lower than the 75th percentile of the appropriate
benchmark data.
For 2009, the following were the ICP target bonus amounts for each NEO:
Name Title Target Bonus

Gregory T. Lucier . . . . . . . . . . . . . . . . . . Chairman & CEO 150%

Mark P. Stevenson . . . . . . . . . . . . . . . . . Chief Operating Officer 100%
David F. Hoffmeister . . . . . . . . . . . . . . . . Chief Financial Officer 75%
Joseph C. Beery . . . . . . . . . . . . . . . . . . . Chief Information Officer 75%
Bernd Brust . . . . . . . . . . . . . . . . . . . . . . President, Commercial Operations 75%
Paul D. Grossman, Ph.D. . . . . . . . . . . . . Senior Vice President, Strategy and
Corporate Development 75%
Peter M. Leddy, Ph.D. . . . . . . . . . . . . . . Chief Human Resources Officer 75%
After establishing targets, the Committee selects ICP performance metric(s) that are closely aligned with
both the Company’s short-term strategy and its long term objective of creating sustainable stockholder value.

Proxy Statement
For 2009, the Committee selected Operating Income as its sole funding metric under the ICP. The Company’s
definition of Operating Income for ICP purposes is non-GAAP operating income recorded on the year-end
financial statements, adjusted to include operating income from the Mass Spec JV Division, exclude the effect
of currency fluctuations in revenue and costs, and exclude the effect of the Company’s stock option and
restricted stock expense.
The Committee selected Operating Income as the short-term performance metric to focus the leadership
team on a common goal the Committee believed was aligned closely with stockholder value creation, while at
the same time aligning executive officer performance to measurable results. The Committee also believed the
Operating Income metric would align the leadership team’s efforts on the critical twelve-month period for
integrating the Invitrogen and Applied Biosystems organizations.
The Committee then established a fiscal year 2009 (FY2009) ICP Operating Income performance goal of
$758 million for NEOs that would fund 200% of an executive officer’s ICP target bonus opportunity. ICP
Operating Income below the goal would result in no bonus funding/payout for NEOs. Additionally, ICP
Operating Income above the goal does not result in additional ICP bonus funding/payout. In the event the
Company’s actual ICP Operating Income funded the 200% opportunity, the Committee retained the discretion
to adjust the ICP bonus payout amount downward based on its assessment of the NEO’s individual
performance in FY2009. The CEO provides the Committee with his perspective on individual NEO
performance and makes recommendations for actual ICP payouts.
For FY2009, the Company achieved actual ICP Operating Income of $893 million, which resulted in an
ICP bonus funding amount equal to 200% of each NEO’s target bonus opportunity. However, pursuant to its
retained discretion, the Committee adjusted downward each NEO’s funded bonus amount (excluding the
CEO), resulting in an aggregate payout relative to target ICP bonus opportunity of 160% (excluding the CEO)
and 200% for the CEO. The specific ICP bonus paid to each NEO for FY2009 is included in the Summary
Compensation Table.

Long-Term Incentives
Overview. The Company’s long-term incentive plan is designed to align the financial interests of
stockholders directly with executive officers by focusing them on the sustainable appreciation of stockholder
value. The Committee has a policy of granting equity awards on an annual basis, generally in the first few
months of the fiscal year. However, as a result of the Invitrogen and Applied Biosystems merger in 2008, the
Committee granted long-term incentive (LTI) awards to most executive officers in November 2008 to provide
an immediate post-close incentive to effectively integrate the two organizations. Absent extraordinary

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 circumstances, beginning in 2010, annual LTI awards to executive officers and other eligible employees will
be made on March 1.
The Committee approved grants of non-qualified stock options and time-based vesting restricted stock
units for most executive officers in November 2008 as a FY2009 LTI award. The FY2009 LTI design targeted
an economic value of the total award to be evenly split between stock options and restricted stock units for
employees at and above the Vice President level. The Committee believes the 50/50 split of stock options and
restricted stock units strikes the right balance between upside potential and downside protection, rewarding
overall Company performance and retaining a highly talented executive team.
Determining Award Levels. The Committee’s philosophy is to target an economic value for LTI awards
to executive officers that approximate the 65th percentile of the competitive market. DolmatConnell provides
the Committee with grant ranges for executive officers with the midpoint of the range aligned to this strategy.
The Committee then reviews the CEO’s recommendation for individual grants to executive officers based on
his assessment of individual performance and potential contribution to the Company’s success. In addition to
taking into account the CEO’s recommendations, the Committee decides the final award level for each
executive officer based upon:
(i) its assessment of individual performance during the prior fiscal year and potential for future
contribution,
Proxy Statement

(ii) recommendations from its external consultant,

(iii) current retention value associated with each executive officer’s outstanding LTI awards,
(iv) the potential impact on stockholder dilution, and
(v) the impact on financial statements.
The Committee believes this approach balances the short and long-term goals and interests of
stockholders and executives.
The Committee has delegated to management the ability to approve LTI awards to new hires and
employees (excluding executive officers) within defined parameters. Management provides the Committee
with quarterly reports regarding all equity awards made by management pursuant to this delegation of
authority. The policy is to make these equity grants on the first trading day of the month following the receipt
of appropriate approvals.
Stock Option Awards. Stock options awarded to employees have an exercise price equal to the closing
price of the Company’s common stock on the NASDAQ market on the date of grant. Stock options vest
ratably over four years following the grant date and have a ten-year total exercise term, which term may be
shorter under certain circumstances such as a termination of employment.
Restricted Stock Unit Awards. Restricted stock units fully vest, which is also referred to as “cliff
vesting,” on the third anniversary of the grant date.
2007 and 2008 LTI Performance Awards. A grant of 800,000 performance shares was made to the CEO
on March 1, 2007 and 560,000 shares vested on February 28, 2010 since the Company’s common stock met
certain share price targets during the three-year performance period. Specifically, the Committee approved six
share price targets in 2007 ranging from $40 to $52.50 per share. If the closing price of the Company’s
common stock met or exceeded a share price target during the performance period, then a specific number of
performance shares vest on February 28, 2010. During the performance period, five of the six stock price
targets were achieved which resulted in 70% vesting of the 2007 Performance Award to the CEO.
On May 15, 2008, twelve executives (excluding the CEO) received a performance-based RSU grant under
the 2008 annual LTI award. This grant had a single stock price target of $52.50 per share. Because the stock
price target was not met, these shares were forfeited by executives on February 28, 2010.
Other Long-Term Incentive Awards. In addition to the stock options and restricted stock unit awards,
most executive officers (excluding the CEO) also became eligible for a one-time cash incentive for achieving

22
synergy goals related to the merger. Under this plan, which became effective upon the merger in November
2008, executive officers have the opportunity to receive a cash award payable in March 2010 and/or March
2011 if certain performance goals are achieved.
Specifically, eligible executive officers have synergy goals relating to their functional areas of
responsibility. Every executive officer has both a FY2009 and FY2010 financial goal to achieve cost synergies
related to the merger and other FY2009/2010 goals customized to their function and areas of responsibility.
In general, an executive officer’s total payout under this incentive was targeted at 150% of his or her
FY2009 annual ICP target bonus opportunity. To focus executive officers on accelerating the achievement of
synergies, the plan pays-out 60% of the target award opportunity in March 2010 for achieving FY2009 goals
and 40% of the target award in March 2011 for achieving FY2010 goals. However, the final 40% can be
accelerated should the FY2010 goals be achieved in FY2009. This design feature was added to incentivize
accelerated achievement of the planned synergy objectives.
Following are the total target payouts for the NEOs who received a one-time synergy cash incentive
award:
Total 2-Year
Synergy Bonus
Name Title Target Amount

Proxy Statement
Mark P. Stevenson . . . . . . . . . . . . . . . . . Chief Operating Officer $975,000
David F. Hoffmeister . . . . . . . . . . . . . . . Chief Financial Officer $562,500
Joseph C. Beery. . . . . . . . . . . . . . . . . . . Chief Information Officer $300,000
Bernd Brust . . . . . . . . . . . . . . . . . . . . . . President, Commercial Operations $534,375
Paul D. Grossman, Ph.D. . . . . . . . . . . . . Senior Vice President, Strategy and
Corporate Development $450,000
Peter M. Leddy, Ph.D. . . . . . . . . . . . . . . Chief Human Resources Officer $506,250
The CEO was excluded from this one-time synergy incentive plan because the Committee believes he
already had adequate ICP and long-term incentive tied to the successful integration of Invitrogen and Applied
Biosystems.
For 2009, Messrs. Stevenson, Hoffmeister, Beery, and Brust achieved their FY2009 goals while
Messrs. Leddy and Grossman achieved their combined 2009/2010 goals. This resulted in an aggregate payout
of $2,379,375 to the NEOs as a result of the overachievement against their collective 2009 synergy target of
$90.8 million. The specific synergy bonus paid to each individual for FY09 is included in the Summary
Compensation Table.

Employee Benefits and Perquisites

The Committee oversees the strategy, design, and administration of all broad-based and supplemental
executive benefit/perquisite programs. The Company offers a limited number of supplemental benefits and
perquisites to executive officers. Specifically, the Company provides supplemental long-term disability and life
insurance (CEO only) to make-up for limits in the Company’s group insurance contracts, a financial
counseling allowance, a non-qualified deferred compensation plan, and an annual executive physical benefit.
The Committee has approved these benefits and perquisites because it believes they are market competitive,
reasonable, and allow executive officers to focus their primary attention on the strategic objectives of the
Company versus personal matters.
One executive officer, Mark Stevenson, also participates in a supplemental executive retirement plan that
was implemented in August 2007 while Mr. Stevenson was an Applied Biosystems executive. Effective
January 1, 2010, the Committee froze the supplemental executive retirement plan, and Mr. Stevenson ceased
accruing any additional benefits under this arrangement.
The Company also owns an aircraft which is operated by a third party and made available for charter
when not in use by the Company. Executive officer family members/guests may accompany an executive for

23
 business related activities. However, if family members/guests accompany an executive on a business trip and
their travel is not business related, the executive reimburses the cost of such family member/guest travel to the
Company at the then prevailing Standard Industry Fare Level rates.
The Company does not provide an income tax gross-up for the executive officer’s cost associated with
these benefits or perquisites. The amounts relating to benefits and perquisites are disclosed in the footnotes to
the Summary Compensation Table.

Executive Severance Plan and Agreements

In February 2006, the Committee approved an executive officer severance plan to provide specific
benefits to eligible executives whose employment is involuntarily terminated without Cause (as defined under
the plan). The plan was subsequently amended in November 2008 to comply with Section 409A of the
Internal Revenue Code. The following benefits are provided to executive officers who become eligible to
participate in this severance plan:
(i) twelve (12) months of base salary continuation, payable over time in accordance with regular
payroll practices, provided that all such payments are made by March 15 of the year following the year in
which termination occurs.
Proxy Statement

(ii) a cash lump sum payment equal to the executive’s ICP target bonus for the year in which the
termination occurred (prorated to the date of termination),
(iii) nine months of outplacement assistance, and
(iv) up to twelve months of health benefits continuation.
The Company has also entered into individual agreements with the CEO and CFO providing them with
specific benefits if their employment is terminated involuntarily without cause or they voluntarily terminate
employment for “good reason” (as defined in their agreements). Specifically, their agreements provide the
following benefit upon termination:
(i) a cash lump-sum payment equal to 1.5 times the sum of the executive’s base salary and ICP
target bonus for the year in which the termination occurred, and
(ii) eighteen months of group health benefits continuation.
The Committee believes these benefits are competitive and reasonable and that they avoid lengthy
negotiations with executives when they leave the Company.

Executive Change-in-Control (CIC) Agreements

The Company has entered into change-in-control (“CIC”) agreements with the NEOs and a very small
group of other executives because the Committee believes these individuals are the most likely to lose their
jobs due to redundancy but not performance, and believe these agreements provide any potential buyer with
the flexibility to retain the management team if so desired.
The CIC agreements are “double trigger” agreements, meaning no payouts are made to the executives
unless there is a:
(i) change in ownership, and
(ii) termination or constructive termination of the executive’s employment within 24 months
following the change in ownership.
If a double-trigger occurs the agreement provides for the executive to receive:
(i) a cash lump-sum payment equal to two times his or her existing base salary plus an amount
equal to two times the higher of the last bonus paid or their target bonus;

24
 (ii) up to twenty-four months of group health insurance continuation coverage (which ceases should
the executive accept employment that allows the executive to participate in group health insurance
coverage before the twenty-four month period ends);

(iii) outplacement assistance for nine months;

(iv) acceleration of vesting of all outstanding long-term incentive awards; and

(v) a tax gross-up if an Internal Revenue Code section 280G excise tax penalty is imposed for
excess parachute payments.

In April 2009, the Committee agreed to remove the gross up of any excise tax in future CIC agreements,
except in extraordinary circumstances. Additionally, any new CIC agreements must be approved by the
Committee. Additional information regarding applicable payments under the CIC and executive severance
arrangements for the NEOs is provided below under the heading “Potential Payments Upon Termination or
Change-in-Control.”

Other Policies and Practices

Proxy Statement
Stock Ownership Guidelines

The Committee has determined each of the executive officers should own a significant amount of the
Company’s common stock to more closely align the financial interests of the executive officers with those of
stockholders. Executive officers are expected to attain these ownership levels within four years after their
election or appointment to the specified officer position. The Committee expects the CEO to hold at least
90,000 shares of the Company’s common stock and senior vice presidents to hold at least 20,000 shares. In
determining individual ownership levels, all shares held outright, as well as unvested restricted stock units or
performance shares awarded to the executive are included. Stock option awards are not included for purposes
of determining stock ownership.

As of March 1, 2010, all executive officers were in compliance with these stock ownership guidelines.

Equity Grant Practices

The Committee awards stock options at an exercise price equal to the closing price of the Company’s
common stock reported on the date of the grant. In most situations, the date of grant is the first day of the
month following the date the grants are approved. Under the terms of the Company’s equity plans, stock
option re-pricing is not permitted without stockholder approval.

Deductibility of Named Executive Officer Compensation

In evaluating compensation program alternatives, the Committee considers the potential impact of
Section 162(m) of the Internal Revenue Code. Section 162(m) eliminates the deductibility of compensation
over $1 million paid to NEOs that is not “performance-based compensation” as defined under the specific
rules.

The Committee endeavors to maximize deductibility of compensation under Section 162(m) to the extent
practicable while maintaining competitive, performance-based compensation. However, the Committee believes
it is important to retain maximum flexibility in designing compensation programs that meet its stated
objectives and fit within the Committee’s compensation philosophy. Further, the actual impact of the loss of
deduction for compensation paid to NEOs over the limitation would have a minimal impact on the Company’s
financial position. Therefore, the Committee may choose not to limit compensation in order to preserve
deductibility for certain payments under various compensation programs. The Committee will consider
alternative forms of compensation that preserve deductibility, consistent with its compensation goals.

25
 Clawback Policy
The Committee believes the strong financial controls in place for the Company provide a substantial
safeguard against the risk of a material financial restatement. However, if an extraordinary event were to occur
resulting in a restatement of the Company’s financial performance, the Committee would take all relevant
factors into account when deciding subsequent compensation actions and exercise business judgment and
discretion to determine amounts to recoup, if any.

Policy on Stock Hedging

Executive officers are prohibited from participating in short sales on the Company’s stock, or the
purchase or sale of options, puts, calls, straddles, equity swaps or other derivative securities that are directly
linked to Life Technologies securities.
Proxy Statement

26
 REPORT OF THE
COMPENSATION AND ORGANIZATIONAL DEVELOPMENT COMMITTEE
OF THE
BOARD OF DIRECTORS
The Compensation and Organizational Development Committee reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of SEC Regulation S-K with management.
Based on such review and discussions, the Compensation and Organizational Development Committee
recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the
registrant’s Proxy Statement on Schedule 14A.

Ronald A. Matricaria (Chairman)

William H. Longfield
W. Ann Reynolds, Ph.D.
William S. Shanahan
David C. U’Prichard, Ph.D.

Proxy Statement

27
 2009 Summary Compensation Table
The following table sets forth information for the fiscal year ended December 31, 2009, concerning the
compensation of the CEO and CFO of the Company and each of the three other most highly compensated
executive officers as of December 31, 2009. In order to provide continuity for prior year comparisons,
Messer’s Bernd Brust and Peter M. Leddy, Ph.D. have been included.
(h)
Change in
Pension Value
(g) and
(e) (f) Non-Equity Non-Qualified (i)
(c) (d) Stock Option Incentive Plan Deferred All Other (j)
(a) (b) Salary Bonus Awards Awards Compensation Comp Compensation Total
Name and Principal Position Year ($)(1) ($) ($)(2) ($)(2) ($)(3) Earnings ($)(4) ($)
Gregory T. Lucier . . . . . . . . . 2009 1,116,346 0 0 0 3,349,039(5) 0 43,469(6) 4,508,854
Chairman & Chief 2008 978,404 0 4,521,326 3,589,602 2,050,000 0 64,244(7) 11,203,576
Executive Officer 2007 910,000 0 26,018,037 0 2,047,500 0 45,747(8) 29,021,284
Mark P. Stevenson . . . . . . . . . 2009 650,000 0 0 0 1,505,000(9) 246,052(10) 113,494(11) 2,514,546
President & Chief 2008 75,000 6,744,492(13) 999,994 1,196,534 709,122 62,882 2,199(14) 9,790,223
Operating Officer(12) 2007 — — — — — — — —
David F. Hoffmeister . . . . . . . 2009 519,231 0 0 0 887,500(15) 0 22,095(16) 1,428,826
Chief Financial Officer 2008 475,192 0 1,324,984 1,363,421 445,315 0 48,430(17) 3,657,342
2007 440,000 225,000 439,596 554,422 332,640 0 24,847(18) 2,016,505
Proxy Statement

Joseph C. Beery . . . . . . . . . . 2009 415,385 0 549,965 515,418 680,000(19) 0 156,508(20) 2,317,276

Chief Information Officer 2008 — — — — — — — —
2007 — — — — — — — —
Bernd Brust . . . . . . . . . . . . . 2009 493,269 0 0 0 1,020,625(21) 0 27,695(22) 1,541,589
President & Chief 2008 421,846 0 1,396,167 1,422,236 548,136 0 33,042(23) 3,821,427
Commercial Operations 2007 377,692 0 497,243 1,088,428 416,406 0 32,020(24) 2,411,789
Officer
Paul D. Grossman, Ph.D. . . . . . 2009 415,385 100,000 0 0 950,000(25) 0 506,535(26) 1,971,920
Senior Vice President, 2008 — — — — — — — —
Strategy and Corporate 2007 — — — — — — — —
Development
Peter M. Leddy, Ph.D . . . . . . . 2009 467,307 0 0 0 1,156,250(27) 0 31,365(28) 1,654,922
Chief Human Resources 2008 397,039 0 949,308 1,018,928 372,075 0 73,563(29) 2,810,913
Officer 2007 358,846 0 354,296 600,623 293,895 0 56,351(30) 1,664,011
(1) Figures in 2009 reflect approximately 3.85% additional base salary than annual base salary level since paid over 27 pay periods for Messer’s
Lucier, Hoffmeister, Beery, Grossman, Leddy and Brust versus 26 pay periods. Effective April 4, 2010, base salaries will be adjusted as
follows: Mr. Lucier to $1,150,000, Mr. Stevenson to $700,000, Mr. Hoffmeister to $575,000, Mr. Beery to $425,000, Mr. Brust to $575,000,
Mr. Grossman to $450,000, and Mr. Leddy to $485,000.
(2) Figures in all years reflect new Securities and Exchange Commission rules, whereby long-term incentive compensation must be valued
based on the grant date fair value of all awards made during the year as opposed to the accounting expense for all awards that has been
used in prior years.
(3) 2007 Figures consist of the full 2007 ICP award made March 14, 2008. Each NEO was eligible to elect to receive a portion of the 2007 ICP
in restricted stock units.
(4) Consists of any Executive financial planning services, executive physical, supplemental benefit premiums, 401(k) matching program, and
relocation payments. 2007 and 2008 figures reflect fringe benefits available to general employees while 2009 figures represent cost for those
benefits/perquisites specific to executives.
(5) Consists of 2009 ICP payout of $3,349,039. Mr. Lucier was not eligible for a synergy bonus, as described in the section entitled
“Compensation Discussion & Analysis”.
(6) Consists of Executive financial planning services of $12,250, executive physical of $1,560, supplemental life insurance premiums of $658,
supplemental long-term disability premiums of $21,651, and 401(k) matching of $7,350.
(7) Consists of Executive financial planning services of $19,984, 401(k) matching of $6,900, supplemental life insurance premium payments of
$15,801, executive physical of $2,500, health insurance contribution of $11,088, enhanced security protection of $7,921, and miscellaneous
award of $50.
(8) Consists of Executive financial planning services of $10,000, 401(k) matching of $6,750, supplemental life insurance premium payments of
$15,513, executive physical of $2,500 and health insurance contribution of $10,984.
(9) Consists of 2009 ICP payout of $920,000 and 2009 synergy bonus payout of $585,000.
(10) SERP benefit for Mr. Stevenson was frozen on December 31, 2009.
(11) Consists of Executive financial planning services of $7,653, supplemental long-term disability premiums of $2,637, 401(k) matching of
$14,700, non-qualified Excess Savings Plan match of $1,800, and taxable relocation payments of $86,704.
(12) Consists of payments made from November 21, 2008 through December 31, 2008.
(13) Consists of a cash payment equal to three years of base salary and target bonus, plus reimbursement and gross-up for excise taxes.
(14) Consists of Executive financial planning services of $860, car allowance of $1,154, supplemental long-term disability refund of $53, and life
insurance premium payments of $132.

28
(15) Consists of 2009 ICP payout of $550,000 and 2009 synergy bonus payout of $337,500.
(16) Consists of Executive financial planning services of $9,113, supplemental long-term disability premiums of $5,632, and 401(k) matching of
$7,350.
(17) Consists of Executive financial planning services of $13,667, 401(k) matching of $1,056, supplemental life insurance premium payments of
$8,207, executive physical of $2,500, health insurance contribution of $7,567 and $15,433 for professional services rendered by Morrison
Cohen, LLP.
(18) Consists of Executive financial planning services of $7,500, supplemental life insurance premium payments of $7,352, executive physical of
$2,500 and health insurance contribution of $7,495.
(19) Consists of 2009 ICP payout of $500,000 and 2009 synergy bonus payout of $180,000.
(20) Consists of Executive financial planning services of $1,323, supplemental long-term disability premiums of $2,031, 401(k) matching of
$692, and taxable relocation payments of $152,462.
(21) Consists of 2009 ICP payout of $700,000 and 2009 synergy bonus payout of $320,625.
(22) Consists of Executive financial planning services of $15,885, executive physical of $1,326, supplemental long-term disability premiums of
$3,134, and 401(k) matching of $7,350.
(23) Consists of Executive financial planning services of $5,452, 401(k) matching of $6,900, supplemental life insurance premium payments of
$3,803, executive physical of $2,500, health insurance contribution of $11,551, and medical expenses of $2,836.
(24) Consists of Executive financial planning services of $7,500, 401(k) matching of $6,750, supplemental life insurance premium payments of
$3,875, executive physical of $2,500, and health insurance contribution of $11,395.
(25) Consists of 2009 ICP payout of $500,000 and 2009 synergy bonus payout of $450,000.
(26) Consists of Executive financial planning services of $23,346, executive physical of $1,558, supplemental long-term disability premiums of
$3,934, 401(k) matching of $7,350, taxable relocation payments of $470,347.
(27) Consists of 2009 ICP payout of $650,000 and 2009 synergy bonus payout of $506,250.
(28) Consists of Executive financial planning services of $6,930, executive physical of $118, supplemental long-term disability premiums of

Proxy Statement
$3,586, 401(k) matching of $7,350, and relocation payments of $13,381.
(29) Consists of Executive financial planning services of $17,207, 401(k) matching of $6,900, supplemental life insurance premium payments of
$3,424, executive physical of $2,500, and health insurance contribution of $11,088, enhanced security protection of $6,500, and housing
loan of $25,944.
(30) Consists of Executive financial planning services of $7,500, 401(k) matching of $5,651, supplemental life insurance premium payments of
$2,990, executive physical of $2,500, health insurance contribution of $10,984 and relocation payments of $26,726.

29
 Grants of Plan-Based Awards Table
The following table sets forth certain information with respect to stock and option awards and other plan-based
awards granted to the named executive officers during the fiscal year ended December 31, 2009.
All
Other
Stock
Awards: All Other
Number Option Exercise Grant Date
of Awards: of Base Fair Value
Shares Number of Price of of Stock
Estimated Future Payouts Estimated Future Payouts of Stock Securities Option and Option
Grant Under Non-Equity Incentive Under Equity Incentive or Units Underlying Awards Awards
Name Date Plan Awards Plan Awards (#) Options (#) ($/Sh) ($)
Threshold Target Maximum Threshold Target Maximum
(a) (b) ($) (c) ($) (d) ($) (e) ($) (f) ($) (g) ($) (h) (i) (j) (k) (l)

Gregory T. Lucier . . . . . . . . . . . . . .. N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Chairman & Chief
Executive Officer
Mark P. Stevenson . . . . . . . . . . . . . .. N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
President & Chief Operating Officer
David F. Hoffmeister . . . . . . . . . . . .. N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Chief Financial Officer
Joseph C. Beery . . . . . . . . . . . . . . . . 03/01/09 0 0 0 0 0 0 9,433 0 0 274,972
Proxy Statement

Chief Information 03/01/09 0 0 0 0 0 0 0 23,584 29.15 272,270

Officer 09/01/09 0 0 0 0 0 0 6,181 0 0 274,993
09/01/09 0 0 0 0 0 0 0 15,452 44.49 243,148
Bernd Brust . . . . . . . . . . . . . . . . . . . N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
President & Chief Commercial
Operations Officer
Paul D. Grossman, Ph.D. . . . . . . . . . . . N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Senior Vice President, Strategy and
Corporate Development
Peter M. Leddy, Ph.D. . . . . . . . . . . . . N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Chief Human Resources Officer

Options Exercised and Stock Vested Table

The following information sets forth the stock awards vested and stock options exercised by the named
executive officers during the fiscal year ended December 31, 2009.
Name Option Awards Stock Awards
Number
Number Value of Value
of Shares Realized on Shares Realized on
Exercised Exercise(1) Vesting Vesting(2)
Gregory T. Lucier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A 11,266 $ 330,995
Chairman & Chief Executive Officer
Mark P. Stevenson . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A N/A
President & Chief Operating Officer
David F. Hoffmeister . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 192,728 $3,852,633 9,830 $ 345,765
Chief Financial Officer
Joseph C. Beery. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A N/A
Chief Information Officer
Bernd Brust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,292 $ 213,339 92,002 $1,838,461
President & Chief Commercial Operations Officer
Paul D. Grossman, Ph.D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A N/A N/A
Senior Vice President, Strategy and Corporate Development
Peter M. Leddy, Ph.D. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N/A N/A 8,818 $ 310,337
Chief Human Resources Officer

(1) Represents the excess of the fair market value of the shares exercised over the aggregate price of such shares
on the date of exercise.
(2) Represents the fair market value of the shares on the date of vesting.

30
 Outstanding Equity Awards at Fiscal Year-end Table
The following table sets forth certain information with respect to the value of all unexercised options and
unvested stock awards previously awarded to the named executive officers as of December 31, 2009 (market value
of shares is based on grant date fair value of the awards determined pursuant to Statement of Financial Accounting
Standards 123(R), Share Based Payment).
Equity
Incentive Equity Incentive
Plan Plan Awards:
Awards: Number Market Equity Incentive Market or
Number of Number of Number of of Shares Value of Plan Awards: Payout Value of
Securities Securities Securities or Units Shares or Number of Unearned
Underlying Underlying Underlying Option of Stock Units of unearned Shares, Units or
Unexercised Unexercised Unexercised Exercise Option That Have Stock That Shares, Units or Other Rights
Options (#) Options (#) Unearned Price Expiration Not Have Not Other Rights That Have Not
Name Exercisable Unexercisable Options (#) ($) Date Vested Vested ($) Not Vested Vested ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
Gregory T. Lucier . . . . . . . . . . . . . 0 0 0 0 02/28/2010 800,000 25,704,000 0 0
Chairman & Chief Executive Officer 507,352 0 0 19.01 05/30/2013 0 0 0 0
105,000 0 0 32.69 05/14/2014 0 0 0 0
70,000 0 0 31.26 11/12/2014 0 0 0 0
85,000 0 0 38.43 05/13/2015 0 0 0 0
85,000 0 0 32.26 11/14/2015 0 0 0 0
157,500 52,500 0 37.33 03/01/2016 0 0 0 0
0 0 0 0 03/01/2017 9,522 305,942 0 0
0 0 0 0 03/14/2018 11,266 460,667 0 0
0 485,829 0 22.23 11/21/2018 161,943 3,599,993 0 0

Proxy Statement
1,009,852 538,329 0 982,731 30,070,602 0 0
Mark P. Stevenson . . . . . . . . . . . . . 8,697 0 0 93.13 04/13/2010 0 0 0 0
President & Chief Operating Officer 69,584 0 0 39.81 01/30/2017 0 0 0 0
40,486 121,457 0 22.23 11/21/2018 44,984 999,994 0 0
118,767 121,457 0 44,984 999,994 0 0
David F. Hoffmeister . . . . . . . . . . . 0 0 0 0 02/28/2010 3,200 149,920 0 0
Chief Financial Officer 207,272 0 0 27.50 10/13/2014 0 0 0 0
30,000 0 0 38.43 05/13/2015 0 0 0 0
30,000 0 0 32.26 11/14/2015 0 0 0 0
43,500 14,500 0 32.94 05/12/2016 0 0 0
0 0 0 0 03/01/2017 3,860 124,022 0 0
24,000 24,000 0 35.87 05/15/2017 5,300 190,111 0 0
0 0 0 0 03/14/2018 1,830 74,829 0 0
7,204 21,610 0 46.85 05/15/2018 3,200 149,920 0 0
31,208 93,623 0 22.23 11/21/2018 41,610 924,990 0 0
373,184 153,733 0 59,000 1,613,792 0 0
Joseph C. Beery . . . . . . . . . . . . . . 20,548 61,643 0 36.50 10/01/2018 16,438 599,987 0 0
Chief Information Officer 0 23,584 0 29.15 03/01/2019 9,433 274,972 0 0
0 15,452 0 44.49 09/01/2019 6,181 274,993 0 0
20,548 100,679 0 32,052 1,149,952 0 0
Bernd Brust. . . . . . . . . . . . . . . . . 0 0 0 0 02/28/2010 3,628 169,972 0 0
President, Commercial Operations 6,252 0 0 38.12 02/17/2014 0 0 0 0
2,336 0 0 32.09 06/15/2014 0 0 0 0
5,000 0 0 38.43 05/13/2015 0 0 0 0
120 0 0 32.26 11/14/2015 0 0 0 0
0 7,500 0 32.94 05/12/2016 0 0 0 0
0 6,250 0 27.51 11/30/2016 0 0 0 0
0 23,500 0 28.30 01/01/2017 6,000 169,800 0 0
0 28,000 0 35.87 05/15/2017 5,500 197,285 0 0
0 0 0 0 03/14/2018 2,290 93,638 0 0
8,164 24,492 0 46.85 05/15/2018 3,628 169,972 0 0
0 93,623 0 22.23 11/21/2018 41,610 924,990 0 0
21,872 183,365 0 62,656 1,725,657 0 0
Paul D. Grossman, Ph.D. . . . . . . . . . 0 0 0 0 02/28/2010 3,200 149,920 0 0
Senior Vice President, Strategy and 50,000 50,000 0 36.24 06/01/2017 30,000 1,087,200 0 0
Corporate Development 7,204 21,610 0 46.85 05/15/2018 3,200 149,920 0 0
18,556 55,668 0 22.23 11/21/2018 24,741 549,992 0 0
75,760 127,278 0 105 61,141 1,937,032 0 0
Peter M. Leddy, Ph.D. . . . . . . . . . . 0 0 0 0 02/28/2010 3,414 159,946 0 0
Chief Human Resources Officer 100,000 0 0 42.45 07/05/2015 0 0 0 0
18,000 0 0 32.26 11/14/2015 0 0 0 0
39,000 13,000 0 32.94 05/12/2016 0 0 0 0
97,500 32,500 0 31.71 09/29/2016 0 0 0 0
0 0 0 0 03/01/2017 1,206 38,749 0 0
26,000 26,000 0 35.87 05/15/2017 5,300 190,111 0 0
0 0 0 0 03/14/2018 1,616 66,078 0 0
7,684 23,052 0 46.85 05/15/2018 3,414 159,946 0 0
18,556 55,668 0 22.23 11/21/2018 24,741 549,992 0 0
306,740 150,220 0 39,691 1,164,822 0 0

31
 Employment and Severance Arrangements
Employment Agreements
The Company entered into an Employment Agreement, effective on May 30, 2003, with Gregory T. Lucier, its
current Chairman and Chief Executive Officer. Under the terms of this Employment Agreement, upon termination of
employment he could receive a payment totaling 1.5 times his annual salary plus 1.5 times an imputed bonus of
150% of his annual salary. In addition, he could receive continuing health and welfare benefits for 18 months.
Mr. Lucier would be eligible for these payments and benefits upon his separation from the Company under specified
circumstances other than termination for cause. The Employment Agreement was filed as Exhibit 10.57 to the
Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2003, filed with the SEC on August 13,
2003.
The Company entered into an Employment Agreement, effective on October 13, 2004, with David F.
Hoffmeister, for Mr. Hoffmeister to serve as the Company’s Chief Financial Officer. Under the terms of this
Employment Agreement, Mr. Hoffmeister received his target bonus under the Incentive Compensation Plan for his
first year of employment. Mr. Hoffmeister received a one time signing bonus of $375,000. Mr. Hoffmeister also
received a $225,000 employment bonus which was paid on or before each of the first three anniversary dates of
Mr. Hoffmeister’s initial employment. The Employment Agreement also provides Mr. Hoffmeister with severance
benefits in the event of his termination for certain reasons. The Employment Agreement was filed as Exhibit 10.1 to
Proxy Statement

an 8-K filed with the SEC on October 18, 2004.

The Company entered into an Employment Agreement, effective on November 20, 2008, with Mark P.
Stevenson, for Mr. Stevenson to serve as the Company’s President and Chief Operating Officer. Under the terms of
the Agreement, Mr. Stevenson was to receive a cash lump sum payment in the amount of $3.744 million, plus
reimbursement and gross up for excise taxes. The Agreement also provides that Mr. Stevenson was to receive an
Equity Incentive Award by way of (i) an option to purchase a number of shares of Company common stock that
have a grant face value of $3.6 million, vesting ratably over four years, and (ii) a grant of restricted stock units of
Company common stock that have a grant face value of $1.0 million, vesting 100% on the third anniversary of the
date of grant. In addition, Mr. Stevenson is eligible for certain severance benefits in the event of his termination for
certain reasons. The Employment Agreement was filed as Exhibit 99.4 to an 8-K filed with the SEC on
November 29, 2008.
The Company has entered into letter agreements with each of our other executive officers outlining the terms of
their employment and the elements of their compensation. Each of these letter agreements follows our standard
employment offer template, and provides for employment at will.

32
 Compensation of Directors
During 2009, certain directors who are not executive officers received compensation as described below:

Director Compensation Table

Change in
Pension Value
Fees and
Earned Non-Equity Nonqualified
Paid in Stock Option Incentive Plan Deferred All Other
Cash Awards Awards Compensation Compensation Compensation
Name ($)(1) ($)(1)(2) ($)(1)(2) ($) Earnings ($) Total ($)
(a) (b) (c) (d) (e) (f) (g) (h)

George F. Adam, Jr.(3) . . . . . . . . . 102,292 225,031 0 0 0 0 327,323

Raymond V. Dittamore . . . . . . . . 105,625 225,031 0 0 0 0 330,656
Donald W. Grimm . . . . . . . . . . . 93,750 225,031 0 0 0 0 318,781
Balakrishnan S. Iyer . . . . . . . . . . 105,625 225,031 0 0 0 0 330,656
Arnold J. Levine, Ph.D.(3) . . . . . . 102,625 225,031 0 0 0 0 327,323
William H. Longfield . . . . . . . . . 102,292 225,031 0 0 0 0 327,323

Proxy Statement
Bradley G. Lorimier . . . . . . . . . . 93,750 225,031 0 0 0 0 318,781
Ronald A. Matricaria . . . . . . . . . 105,625 225,031 0 0 0 0 330,656
Per A. Peterson, Ph.D. . . . . . . . . 105,625 225,031 0 0 0 0 330,656
W. Ann Reynolds, Ph.D. . . . . . . 105,625 225,031 0 0 0 0 330,656
William S. Shanahan(4) . . . . . . . . 97,083 225,031 0 0 0 0 322,114
David C. U’Prichard, Ph.D. . . . . 93,750 225,031 0 0 0 0 318,781

(1) Prior to April 1, 2009, the Board of Directors received fixed annual compensation of $250,000 with 30%
payable in cash, and 70% payable in restricted stock units each year.
(2) In 2008, the Company moved to granting only stock awards from the 2007 mix of stock and option awards.
(3) Mr. Adam, Dr. Levine and Mr. Longfield each joined the Board of Directors effective November 21, 2008.
(4) Mr. Shanahan joined the Board of Directors effective December 16, 2008.
The aggregate number of stock awards and stock option awards for each director is included in the information
set forth with respect to each director in the section entitled “Stock Ownership.”
Effective April 1, 2009, the Board of Directors adopted annual compensation guidelines as follows. Each
Director receives a fixed annual compensation of $325,000 with $100,000 payable in cash, and $225,000 payable in
restricted stock units. Cash payments are made in advance at the start of each calendar quarter, and the Board of
Directors, at its first meeting following the Annual Meeting of stockholders, determines the amount of each cash
payment for the subsequent four quarters. The Presiding Director and each Committee Chairman receive an
additional $12,500 per year. In addition, Directors are reimbursed for the reasonable out-of-pocket expenses that
they incur in attending meetings of the Board of Directors, committee meetings of the Company, and director-
related education seminars.
Restricted stock units (RSUs) are granted at the first Board of Directors meeting following the Annual Meeting.
The Board of Directors anticipates that members of the Board of Directors will receive RSUs with a Fair Market
Value on the date of grant of $225,000 for each year. Each RSU grant completely vests at the earlier of the
anniversary of its grant date, or the date of the next annual meeting. The holding period for RSUs is a minimum of
three years. Each Director may elect to have the company issue his or her RSUs at a specified time after three
years, and if no election is made, the RSUs will be issued at termination of such Director’s service. RSUs are taxed
when they are issued.
Cash and equity compensation for newly appointed directors are pro-rated to the date of the next annual
meeting.

33
 Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee are or have been an officer or employee of the
Company. During 2009, no member of the Compensation Committee had any relationship with the Company
requiring disclosure under Item 404 of Regulation S-K. During 2009, none of the Company’s executive officers
served on the compensation committee or board of directors of another entity any of whose executive officers served
on the Company’s Compensation Committee or Board of Directors.

Director Stock Ownership Guidelines Table

In February 2008, the Board of Directors adopted stock ownership guidelines for the directors and required
each director to meet the guidelines within the time period set forth below. The chart below indicates each director’s
progress toward compliance.
Name Shares Owned(1) Ownership Requirement Deadline for Meeting
(a) (b) (c) Ownership Requirement

George F. Adam, Jr. . . . . . . . . . . . . . . . . . . . . . . . . . 12,253 20,000 2013

Raymond V. Dittamore . . . . . . . . . . . . . . . . . . . . . . . 24,215 20,000 2010
Donald W. Grimm . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,003 20,000 2010
Proxy Statement

Balakrishnan S. Iyer . . . . . . . . . . . . . . . . . . . . . . . . . 23,003 20,000 2010

Arnold J. Levine, Ph.D. . . . . . . . . . . . . . . . . . . . . . . 35,050 20,000 2013
William H. Longfield . . . . . . . . . . . . . . . . . . . . . . . . 37,636 20,000 2013
Bradley G. Lorimier . . . . . . . . . . . . . . . . . . . . . . . . . 27,203 20,000 2010
Ronald A. Matricaria . . . . . . . . . . . . . . . . . . . . . . . . . 79,003 20,000 2010
Per A. Peterson, Ph.D. . . . . . . . . . . . . . . . . . . . . . . . 15,277 20,000 2012
W. Ann Reynolds, Ph.D. . . . . . . . . . . . . . . . . . . . . . . 25,003 20,000 2010
William S. Shanahan . . . . . . . . . . . . . . . . . . . . . . . . . 9,054 20,000 2013
David C. U’Prichard, Ph.D. . . . . . . . . . . . . . . . . . . . 21,800 20,000 2010

(1) Consists of Direct Stock Ownership, Restricted Stock Units and Deferred Stock Units, as applicable.

34
Potential Payments upon Termination or Change in Control
The Company has entered into certain agreements and maintains certain plans that will require us to provide
compensation to named executive officers of Life Technologies in the event of a termination of employment or a
change in control of Life Technologies. The amount of compensation payable to each named executive officer in
each situation is set forth in the tables below.
The following table describes the potential payments upon termination or a change in control of Life
Technologies for Gregory T. Lucier, Life Technologies’ Chairman & Chief Executive Officer:
Executive
Benefits and Voluntary Involuntary Termination
Payments Upon Termination For Termination other Termination Following Change
Termination(1) Good Reason than for Cause(2) for Cause in Control(3)

Compensation
Base salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 1,612,500 — 2,150,000
Non-equity Incentive Plan . . . . . . . . . . . . . . . . . — 2,418,750 — 3,225,000
Long-term incentives(4) . . . . . . . . . . . . . . . . . . . 25,580,935 54,824,135 — 79,718,084
Option acceleration . . . . . . . . . . . . . . . . . . . . . . — — — —
Restricted stock acceleration . . . . . . . . . . . . . . . — — — —
Benefits and Perquisites
Health care insurance . . . . . . . . . . . . . . . . . . . . — — — —

Benefit Continuation . . . . . . . . . . . . . . . . . . . . . — 25,104
Deferred Compensation Balance . . . . . . . . . . . . — —
Accrued Vacation . . . . . . . . . . . . . . . . . . . . . . . — —
Outplacement Assistance . . . . . . . . . . . . . . . . . . — 10,000
280G gross-up . . . . . . . . . . . . . . . . . . . . . . . . . — —
Vesting of Employer 401(k) . . . . . . . . . . . . . . . — —
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . — —
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,580,935 58,890,489
Proxy Statement
— 33,473
—
— —
— 25,000
— —
— —
— —
— 85,151,557

(1) Assumes the executive’s compensation is as follows: current base salary equal to $1,075,000, annual incentive
opportunity equal to 150% of base salary.
(2) Assumes the executive’s severance benefit under an involuntary termination other than for cause is equal to
1.5 times base salary and target annual bonus.
(3) Based on involuntary termination or termination for good reason within two years of a Change in Control.
(4) Assumes the executive’s date of termination is December 31, 2009 (assuming a calendar fiscal year-end) and
the price per share of the Company’s stock on the date of termination is $52.22 per share.

35
 The following table describes the potential payments upon termination or a change in control of Life
Technologies for Mark P. Stevenson, Life Technologies’ President & Chief Operating Officer:
Executive
Benefits and Voluntary Involuntary Termination
Payments Upon Termination For Termination other Termination Following Change
Termination(1) Good Reason than for Cause(2) for Cause in Control(3)

Compensation
Base salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 650,000 — 1,300,000
Non-equity Incentive Plan . . . . . . . . . . . . . . . . . — 650,000 — 1,300,000
Long-term incentives(4) . . . . . . . . . . . . . . . . . . . 2,077,713 2,077,713 — 8,069,272
Option acceleration . . . . . . . . . . . . . . . . . . . . . . — — — —
Restricted stock acceleration . . . . . . . . . . . . . . . — — — —
Benefits and Perquisites
Health care insurance . . . . . . . . . . . . . . . . . . . . — — — —
Benefit Continuation . . . . . . . . . . . . . . . . . . . . . — 16,391 — 32,783
Accrued Vacation . . . . . . . . . . . . . . . . . . . . . . . — — — —
Outplacement Assistance . . . . . . . . . . . . . . . . . . — 10,000 — 25,000
Proxy Statement

280G gross-up . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Vesting of Employer 401(k) . . . . . . . . . . . . . . . — — — —
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,077,713 3,404,104 — 10,727,055

(1) Assumes the executive’s compensation is as follows: current base salary equal to $650,000, annual incentive
opportunity equal to 100% of base salary.
(2) Assumes the executive’s severance benefit under an involuntary termination other than for cause is equal to
one times base salary, target annual bonus.
(3) Based on involuntary termination or termination for good reason within two years of a Change in Control.
(4) Assumes the executive’s date of termination is December 31, 2009 (assuming a calendar fiscal year-end) and
the price per share of the Company’s stock on the date of termination is $52.22 per share.

36
 The following table describes the potential payments upon termination or a change in control of Life
Technologies for David F. Hoffmeister, Life Technologies’ Chief Financial Officer:
Executive
Benefits and Voluntary Involuntary Termination
Payments Upon Termination For Termination other Termination Following Change
Termination(1) Good Reason than for Cause(2) for Cause in Control(3)

Compensation
Base salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 750,000 — 1,000,000
Non-equity Incentive Plan . . . . . . . . . . . . . . . . . — 562,500 — 750,000
Long-term incentives(4) . . . . . . . . . . . . . . . . . . . 8,341,957 8,341,957 — 14,851,593
Option acceleration . . . . . . . . . . . . . . . . . . . . . . — — — —
Restricted stock acceleration . . . . . . . . . . . . . . . — — — —
Benefits and Perquisites
Health care insurance . . . . . . . . . . . . . . . . . . . . — — — —
Benefit Continuation . . . . . . . . . . . . . . . . . . . . . — 16,922 — 22,562
Accrued Vacation . . . . . . . . . . . . . . . . . . . . . . . — — — —
Outplacement Assistance . . . . . . . . . . . . . . . . . . — 10,000 — 25,000
280G gross-up . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Vesting of Employer 401(k) . . . . . . . . . . . . . . . — — — —
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,341,957 9,681,379 — 16,649,155

Proxy Statement
(1) Assumes the executive’s compensation is as follows: current base salary equal to $500,000, annual incentive
opportunity equal to 75% of base salary.
(2) Assumes the executive’s severance benefit under an involuntary termination other than for cause is equal to
1.5 times base salary, target annual bonus.
(3) Based on involuntary termination or termination for good reason within two years of a Change in Control.
(4) Assumes the executive’s date of termination is December 31, 2009 (assuming a calendar fiscal year-end) and
the price per share of the Company’s stock on the date of termination is $52.22 per share.

37
 The following table describes the potential payments upon termination or a change in control of Life
Technologies for Joseph C. Beery, Life Technologies’ Chief Information Officer:
Executive
Benefits and Voluntary Involuntary Termination
Payments Upon Termination For Termination other Termination Following Change
Termination(1) Good Reason than for Cause(2) for Cause in Control(3)

Compensation
Base salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 400,000 — 800,000
Non-equity Incentive Plan . . . . . . . . . . . . . . . . . — 300,000 — 600,000
Long-term incentives(4) . . . . . . . . . . . . . . . . . . . 323,015 323,015 — 3,629,325
Option acceleration . . . . . . . . . . . . . . . . . . . . . . — — — —
Restricted stock acceleration . . . . . . . . . . . . . . . — — — —
Benefits and Perquisites
Health care insurance . . . . . . . . . . . . . . . . . . . . — — — —
Benefit Continuation . . . . . . . . . . . . . . . . . . . . . — 16,736 — 33,473
Accrued Vacation . . . . . . . . . . . . . . . . . . . . . . . — — — —
Outplacement Assistance . . . . . . . . . . . . . . . . . . — 10,000 — 25,000
280G gross-up . . . . . . . . . . . . . . . . . . . . . . . . . — — — 931,389
Vesting of Employer 401(k) . . . . . . . . . . . . . . . — — — 866
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 323,015 1,049,751 — 6,020,053
Proxy Statement

(1) Assumes the executive’s compensation is as follows: current base salary equal to $400,000, annual incentive
opportunity equal to 75% of base salary.
(2) Assumes the executive’s severance benefit under an involuntary termination other than for cause is equal to
one times base salary, target annual bonus.
(3) Based on involuntary termination or termination for good reason within two years of a Change in Control.
(4) Assumes the executive’s date of termination is December 31, 2009 (assuming a calendar fiscal year-end) and
the price per share of the Company’s stock on the date of termination is $52.22 per share.

38
 The following table describes the potential payments upon termination or a change in control of Life
Technologies for Bernd Brust, Life Technologies’ President, Commercial Operations:
Executive
Benefits and Voluntary Involuntary Termination
Payments Upon Termination For Termination other Termination Following Change
Termination(1) Good Reason than for Cause(2) for Cause in Control(3)

Compensation
Base salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 475,000 — 950,000
Non-equity Incentive Plan . . . . . . . . . . . . . . . . . — 356,250 — 712,500
Long-term incentives(4) . . . . . . . . . . . . . . . . . . . 250,363 250,363 — 7,591,038
Option acceleration . . . . . . . . . . . . . . . . . . . . . . — — — —
Restricted stock acceleration . . . . . . . . . . . . . . . — — — —
Benefits and Perquisites
Health care insurance . . . . . . . . . . . . . . . . . . . . — — — —
Benefit Continuation . . . . . . . . . . . . . . . . . . . . . — 16,736 — 33,473
Deferred Compensation Balance . . . . . . . . . . . . 114,152 114,152 114,152
Accrued Vacation . . . . . . . . . . . . . . . . . . . . . . . — — — —
Outplacement Assistance . . . . . . . . . . . . . . . . . . — 10,000 — 25,000
280G gross-up . . . . . . . . . . . . . . . . . . . . . . . . . — — — 1,352,706
Vesting of Employer 401(k) . . . . . . . . . . . . . . . — — — —

Proxy Statement
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 364,515 1,222,501 — 10,778,869

(1) Assumes the executive’s compensation is as follows: current base salary equal to $475,000, annual incentive
opportunity equal to 75% of base salary.
(2) Assumes the executive’s severance benefit under an involuntary termination other than for cause is equal to
one times base salary, target annual bonus.
(3) Based on involuntary termination or termination for good reason within two years of a Change in Control.
(4) Assumes the executive’s date of termination is December 31, 2009 (assuming a calendar fiscal year-end) and
the price per share of the Company’s stock on the date of termination is $52.22 per share.

39
 The following table describes the potential payments upon termination or a change in control of Life
Technologies for Paul D. Grossman, Ph.D., Life Technologies’ Senior Vice President, Strategy and Corporate
Development:
Executive
Benefits and Voluntary Involuntary Termination
Payments Upon Termination For Termination other Termination Following Change
Termination(1) Good Reason than for Cause(2) for Cause in Control(3)

Compensation
Base salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 400,000 — 800,000
Non-equity Incentive Plan . . . . . . . . . . . . . . . . . — 300,000 — 600,000
Long-term incentives(4) . . . . . . . . . . . . . . . . . . . 1,394,180 1,394,180 — 7,004,388
Option acceleration . . . . . . . . . . . . . . . . . . . . . . — — — —
Restricted stock acceleration . . . . . . . . . . . . . . . — — — —
Benefits and Perquisites
Health care insurance . . . . . . . . . . . . . . . . . . . . — — — —
Benefit Continuation . . . . . . . . . . . . . . . . . . . . . — 16,736 — 33,473
Accrued Vacation . . . . . . . . . . . . . . . . . . . . . . . — — — —
Outplacement Assistance . . . . . . . . . . . . . . . . . . — 10,000 — 25,000
280G gross-up . . . . . . . . . . . . . . . . . . . . . . . . . — — — 1,066,135
Vesting of Employer 401(k) . . . . . . . . . . . . . . . — — — —
Proxy Statement

Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,394,180 2,120,916 — 9,528,996

(1) Assumes the executive’s compensation is as follows: current base salary equal to $400,000, annual incentive
opportunity equal to 75% of base salary.
(2) Assumes the executive’s severance benefit under an involuntary termination other than for cause is equal to
one times base salary, target annual bonus.
(3) Based on involuntary termination or termination for good reason within two years of a Change in Control.
(4) Assumes the executive’s date of termination is December 31, 2009 (assuming a calendar fiscal year-end) and
the price per share of the Company’s stock on the date of termination is $52.22 per share.

40
 The following table describes the potential payments upon termination or a change in control of Life
Technologies for Peter M. Leddy, Ph.D., Life Technologies’ Chief Human Resources Officer:
Executive
Benefits and Voluntary Involuntary Termination
Payments Upon Termination For Termination other Termination Following Change
Termination(1) Good Reason than for Cause(2) for Cause in Control(3)

Compensation
Base salary . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 450,000 — 900,000
Non-equity Incentive Plan . . . . . . . . . . . . . . . . . — 337,500 — 675,000
Long-term incentives(4) . . . . . . . . . . . . . . . . . . . 5,110,783 5,110,783 — 10,140,755
Option acceleration . . . . . . . . . . . . . . . . . . . . . . — — — —
Restricted stock acceleration . . . . . . . . . . . . . . . — — — —
Benefits and Perquisites
Health care insurance . . . . . . . . . . . . . . . . . . . . — — — —
Benefit Continuation . . . . . . . . . . . . . . . . . . . . . — 16,736 — 33,473
Deferred Compensation Balance . . . . . . . . . . . . 85,547 85,547 85,547
Accrued Vacation . . . . . . . . . . . . . . . . . . . . . . . — — — —
Outplacement Assistance . . . . . . . . . . . . . . . . . . — 10,000 — 25,000
280G gross-up . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Vesting of Employer 401(k) . . . . . . . . . . . . . . . — — — 13,654

Proxy Statement
Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Total: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,196,330 6,010,566 — 11,873,429

(1) Assumes the executive’s compensation is as follows: current base salary equal to $450,000, annual incentive
opportunity equal to 75% of base salary.
(2) Assumes the executive’s severance benefit under an involuntary termination other than for cause is equal to
one times base salary, target annual bonus.
(3) Based on involuntary termination or termination for good reason within two years of a Change in Control.
(4) Assumes the executive’s date of termination is December 31, 2009 (assuming a calendar fiscal year-end) and
the price per share of the Company’s stock on the date of termination is $52.22 per share.

Nonqualified Deferred Compensation Table

Executive Registrant Aggregate Aggregate
Type of Deferred Contributions Contributions Earnings in Balance at
Compensation in Last Fiscal in Last Fiscal the last Last Fiscal
Name of Executive Plan Year Year Fiscal Year Year End

Gregory T. Lucier . . . . . . . . . . . . . . . . . . Deferred –0– –0– –0– –0–

Compensation Plan
Mark P. Stevenson. . . . . . . . . . . . . . . . . . Excess Savings Plan –0– 1,700 41 7,266
David F. Hoffmeister . . . . . . . . . . . . . . . . Deferred –0– –0– –0– –0–
Compensation Plan
Joseph C. Beery . . . . . . . . . . . . . . . . . . . Deferred –0– –0– –0– –0–
Compensation Plan
Bernd Brust . . . . . . . . . . . . . . . . . . . . . . Deferred –0– –0– 4,432 114,152
Compensation Plan
Paul D. Grossman, Ph.D. . . . . . . . . . . . . Deferred –0– –0– –0– –0–
Compensation Plan
Peter M. Leddy, Ph.D. . . . . . . . . . . . . . . Deferred 46,731 –0– 9,089 85,547
Compensation Plan

41
 Pension Benefit Table
Number of Payments
Years Present Value During Last
Credited Service of Accumulated Fiscal Year
Name of Executive Year Plan Name (#) Benefit ($) ($)

Mark P. Stevenson. . . . . . . . 2009 Applera Corporation 5.33 1,062,040 0

Supplemental Executive
Retirement Plan
2008 Applera Corporation 4.33 815,988 0
Supplemental Executive
Retirement Plan

EQUITY COMPENSATION PLAN INFORMATION

Securities Authorized for Issuance Under Equity Compensation Plans

Information about Life Technologies’ equity compensation plans at December 31, 2009 is as follows (shares in
thousands):
Number of Weighted Number of Weighted
Proxy Statement

Shares to be Average Shares Average

Issued Upon Exercise Remaining Remaining
Exercise of Price of Available Contractual
Outstanding Outstanding for Future Life in
Plan Category Options Options Issuance Years

Equity compensation plans approved by stockholders . . . . . . . . 16,064(2)

Stock Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,850 $40.63 5.6
Restricted Stock Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,208 $ — 8.5
Equity compensation plans not approved by stockholders(1) . . . 558 $17.85 — 3.3
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,543 $33.34 16,064 6.0

(1) Represents the 2000 Invitrogen Corporation Stock Option Plan, the Invitrogen Corporation 2001 and 2002
Stock Incentive Plans, and options granted to Life Technologies’ Chief Executive Officer (CEO); with none
available for future issuance. Stock options under the Invitrogen Corporation 2001 and 2002 Stock Incentive
Plans were assumed as part of the Molecular Probes acquisition in August 2003. At December 31, 2009,
these two assumed plans collectively total 50,306 shares to be issued upon exercise of outstanding options at
a weighted average exercise price of $6.20, with none available for future issuance. Pursuant to an
employment agreement with its CEO, an option to purchase 1,350,000 shares of Life Technologies common
stock is included in this amount; of which 842,648 exercised as of December 31, 2009.
(2) Includes 11,122,689 shares reserved for issuance under the Life Technologies Corporation 2009 Equity
Incentive Plan, 4,321,729 shares reserved for issuance under the Invitrogen Corporation 1998 Employee
Stock Purchase Plan, and 619,705 shares reserved for issuance under the Life Technologies Corporation
Amended and Restated 1999 Employee Stock Purchase Plan.
The material features of the 2000 Invitrogen Corporation Stock Plan (the 2000 Plan) are set forth below. Only
employees or consultants of the Company are eligible to receive awards under the 2000 Plan. The 2000 Plan
provides for the award of stock options, which typically provide for 100% vesting after four years of service. The
2000 Plan provides that no option may be granted with an exercise price less than fair market value on the date of
grant, except as allowed by Section 424(a) of the Internal Revenue Code of 1986, as amended. Upon a change in
control, the vesting and exercisability of all outstanding awards under the 2000 Plan is 100% accelerated only to the
extent an acquiring entity does not assume such outstanding awards.
The material features of the 2001 and 2002 Stock Incentive Plans are identical to one another. Only employees,
consultants or directors of the Company who were hired after the closing of the Molecular Probes acquisition in
August of 2003, or any such individuals who were previously employed by Molecular Probes, were eligible to
receive awards under the assumed plans. The assumed plans provide for the award of either stock options or

42
restricted stock. These plans typically provide for 100% vesting after four years of service. The plans provide that
options, other than incentive stock options, may be granted with exercise prices less than fair market value on the
date of grant, although the Company has never granted any options with an exercise price lower than fair market
value. Upon a change in control, the vesting and exercisability of all outstanding awards under the plans are 100%
accelerated only to the extent an acquiring entity does not assume such outstanding awards.
The material terms of the CEO Option described in Footnote 1 to the table above are as follows: (i) the
exercise price is $19.01, (ii) half of the option shares vested on the two-year anniversary of the option grant and the
remaining half of the shares vest on the four-year anniversary of the option grant date, (iii) upon a change in control
the CEO Option fully vests, (iv) upon the CEO’s death or disability the CEO Option shall become vested in an
amount which would reflect an additional twelve months of service by the CEO, and (v) upon the CEO’s
termination without cause or termination for good reason, the CEO Option shall become vested in an amount which
would reflect an additional eighteen months of service by the CEO.

STOCK OWNERSHIP
The following table sets forth information as of March 1, 2010, regarding the beneficial ownership of Common
Stock by (i) each person known by us to own beneficially more than five percent of our outstanding Common Stock,
(ii) each director and nominee for election as a director, (iii) each executive officer named in the Executive
Summary Compensation Table, and (iv) all directors and executive officers as a group. Except as otherwise

Proxy Statement
specified, the named beneficial owner has sole voting and investment power over the shares listed. Except as
otherwise indicated, the address for each beneficial owner is c/o Life Technologies Corporation, 5791 Van Allen
Way, Carlsbad, California 92008.

Stock Ownership Table

Amount and Nature of
Beneficial Ownership Percentage of
Name and Address of Beneficial Owner of Common Stock(1) Common Stock

FMR LLC(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,520,500 8.56%

BlackRock, Inc.(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,757,985 7.59%
Gregory T. Lucier(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,555,481 *
Joseph C. Beery(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,850 *
Bernd Brust(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,389 *
Paul D. Grossman, Ph.D.(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,508 *
David F. Hoffmeister(8) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 405,046 *
Peter M. Leddy, Ph.D.(9) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 314,166 *
Mark P. Stevenson(10) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 138,414 *
George F. Adam, Jr.(11)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,345 *
Raymond V. Dittamore(12)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132,215 *
Donald W. Grimm(13)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,003 *
Balakrishnan S. Iyer(14)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91,003 *
Arnold J. Levine, Ph.D.(15)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90,457 *
William H. Longfield(16)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,909 *
Bradley G. Lorimier(17)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,203 *
Ronald A. Matricaria(18)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,003 *
Per A. Peterson, Ph.D.(19)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,195 *
W. Ann Reynolds, Ph.D.(20)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,689 *
William S. Shanahan(21)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,544 *
David C. U’Prichard, Ph.D.(22)(23) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,803 *
All Directors and Section 16 Executive Officers as group Total . . . . . 32,719,708 18.05%

* Less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the SEC, based on factors including
voting and investment power with respect to shares. Percentage of beneficial ownership is based on the
number of shares of Common Stock outstanding as of March 1, 2010. Shares of Common Stock issuable
upon conversion of convertible notes, or the exercise of options or warrants currently exercisable, or

43
 exercisable within 60 days after March 1, 2010, are deemed outstanding for the purpose of computing the
percentage ownership of the person holding such options or warrants, but are not deemed outstanding for
computing the percentage ownership of any other persons.
(2) The address for FMR LLC is 82 Devonshire Street, Boston, Massachusetts 02109.
(3) The address for BlackRock, Inc. is 40 East 52nd Street, New York, New York 10022.
(4) Consists of 481,863 shares owned directly by Mr. Lucier, 11,266 shares of restricted stock, and
1,062,352 shares Mr. Lucier may acquire upon the exercise of stock options.
(5) Consists of 1,406 shares owned directly by Mr. Beery, and 26,444 shares Mr. Beery may acquire upon the
exercise of stock options.
(6) Consists of 19,227 shares owned directly by Mr. Brust, 2,290 shares of restricted stock, and 21,872 shares
Mr. Brust may acquire upon the exercise of stock options.
(7) Consists of 1,304 shares owned directly by Dr. Grossman, and 57,204 shares Dr. Grossman may acquire upon
the exercise of stock options.
(8) Consists of 30,032 shares owned directly by Mr. Hoffmeister, 1,830 shares of restricted stock, and
373,184 shares Mr. Hoffmeister may acquire upon the exercise of stock options.
(9) Consists of 5,810 shares owned directly by Dr. Leddy, 1,616 shares of restricted stock, and 306,740 shares
Dr. Leddy may acquire upon the exercise of stock options.
Proxy Statement

(10) Consists of 28,344 shares owned directly by Mr. Stevenson, and 110,070 shares Mr. Stevenson may acquire
upon the exercise of stock options.
(11) Consists of 2,747 shares owned directly by Mr. Adam, 7,770 shares of restricted stock units, and 7,828 shares
Mr. Adam may acquire upon the exercise of stock options.
(12) Consists of 4,000 shares owned directly by a family trust in which Mr. Dittamore has a beneficial interest,
20,215 shares of restricted stock units, and 108,000 shares that Mr. Dittamore may acquire upon the exercise
of stock options.
(13) Consists of 8,000 shares owned by Donald and Kathryn A. Grimm, Trustees, the Grimm Family Trust dated
January 31, 1986, 19,003 shares of restricted stock units, and 68,000 shares Mr. Grimm may acquire upon
the exercise of stock options.
(14) Consists of 4,000 shares owned directly by Mr. Iyer, 19,003 shares of restricted stock units, and
68,000 shares that Mr. Iyer may acquire upon the exercise of stock options.
(15) Consists of 1,081 shares owned directly by Dr. Levine, 7,770 shares of restricted stock units, 24,463 shares
owned as Deferred Stock Units, and 57,143 shares Dr. Levine may acquire upon the exercise of stock
options.
(16) Consists of 13,000 shares owned directly by Mr. Longfield, 7,770 shares of restricted stock units,
15,130 shares owned as Deferred Stock Units, and 38,009 shares Mr. Longfield may acquire upon the
exercise of stock options.
(17) Consists of 8,200 shares owned directly by Mr. Lorimier, 19,003 shares of restricted stock units, and
108,000 shares Mr. Lorimier may acquire upon the exercise of stock options.
(18) Consists of 60,000 shares owned directly by Mr. Matricaria, 19,003 shares of restricted stock units, and
48,000 shares that Mr. Matricaria may acquire upon the exercise of stock options.
(19) Consists of 0 shares owned directly by Dr. Peterson, 15,277 shares of restricted stock, and 1,918 shares that
Dr. Peterson may acquire upon the exercise of stock options.
(20) Consists of 5,616 shares owned directly by Dr. Reynolds, 19,387 shares of restricted stock, and 30,686 shares
that Dr. Reynolds may acquire upon the exercise of stock options.
(21) Consists of 0 shares owned directly by Mr. Shanahan, 7,544 shares of restricted stock units, and 0 shares
Mr. Shanahan may acquire upon the exercise of stock options.
(22) Consists of 2,800 shares owned directly by Dr. U’Prichard, 19,003 shares of restricted stock units, and
33,000 shares that Dr. U’Prichard may acquire upon the exercise of stock options.
(23) Disclosures with respect to the stock ownership guidelines for each Director are set forth in the section titled
“Director Compensation” below.

44
 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Procedures for Approval of Related Party Transactions

Pursuant to the Life Technologies Protocol and the Audit Committee Charter, the executive officers, directors
and principal stockholders, including their immediate family members and affiliates, are prohibited from entering
into a related party transaction with the Company without the consent of the Audit Committee (or other independent
committee of the Board of Directors in cases where it is inappropriate for the Audit Committee to review such
transaction due to a conflict of interest). Any request for the Company to enter into a transaction with an executive
officer, director, principal stockholder or any of such persons’ immediate family members or affiliates in which the
amount involved exceeds $120,000 must be presented to the Audit Committee for review, consideration and
approval. In approving or rejecting the proposed transaction, the Audit Committee will consider the relevant facts
and circumstances available and deemed relevant, including, but not limited to, the risks, costs, and benefits to the
Company, the terms of the transactions, the availability of other sources for comparable services or products, and, if
applicable, the impact on director independence. The Audit Committee shall only approve those transactions that, in
light of known circumstances, are in or are not inconsistent with, our best interests, as determined in good faith by
the Audit Committee.

Change in Control Agreements

Proxy Statement
The Company has executed agreements with certain of its officers that would provide benefits following a
change in control of the Company. The officers would be provided with cash payments and other benefits under
their change in control agreements if, within twenty four months after a change in control, the officers’ employment
were involuntary terminated (for reasons other than disability or cause) or if the officer terminated his or her
employment for good reason.

Indemnification Agreements
The Company has entered into indemnification agreements with each of its executive officers and directors
containing provisions that may require the Company, among other things, to indemnify those officers and directors
against liabilities that may arise by reasons of their status or service as officers or directors. The agreements also
provide for the Company to advance to the officers and directors expenses that they expect to incur as a result of
any proceeding against them as to which they could be indemnified. The Company also intends to execute such
agreements with its future directors and executive officers.

45
 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the executive officers, directors and
persons who beneficially own more than 10% of the Company’s Common Stock to file initial reports of beneficial
ownership and reports of changes in beneficial ownership with the SEC. SEC regulations require these individuals to
give us copies of all Section 16(a) forms they file.
Based solely on a review of forms that were furnished to us and written representations from reporting persons,
we believe that our executive officers, directors and more than 10% stockholders complied with all filing
requirements related to Section 16(a), except for the following:
The Company filed one late Form 4 on behalf of George F. Adam with respect to 700 shares of common stock
that Mr. Adam purchased in May 2009. Mr. Adam elected to hold such common stock in trust.

THE LIFE TECHNOLOGIES PROTOCOL

The Company has adopted a code of ethics applicable to all of its employees, including the principal executive
officer, principal financial officer, principal accounting officer, its controller, and all of its directors. The code of
ethics is called the Life Technologies Protocol, and a copy is posted to our internet site at
www.lifetechnologies.com.
Proxy Statement

46
 ITEMS FOR STOCKHOLDER CONSIDERATION

PROPOSAL 1

Election of Directors
At the Annual Meeting, the stockholders will be asked to elect four nominees up for election in Class II to the
Board of Directors and one nominee up for election in Class III to the Board of Directors. The Company has a
classified Board of Directors currently consisting of five Class II directors (George F. Adam, Jr., Raymond V.
Dittamore, Arnold J. Levine, Ph.D., Bradley G. Lorimier and David C. U’Prichard, Ph.D.) who will serve until the
2010 Annual Meeting of stockholders, four Class III directors (Balakrishnan S. Iyer, William H. Longfield, Ronald
A. Matricaria and W. Ann Reynolds, Ph.D.) who will serve until the 2011 Annual Meeting of Stockholders, and four
Class I directors (Donald W. Grimm, Gregory T. Lucier, Per A. Peterson, Ph.D. and William S. Shanahan) who will
serve until the 2012 Annual Meeting of stockholders, and in each case until their respective successors are duly
elected and qualified. Directors in a class are elected for a term of three years to succeed the directors in such class
whose terms expire at such annual meeting, or a shorter term to fill a vacancy in another class of directors.
The nominees for election at the 2010 Annual Meeting of Stockholders to fill four Class II positions on the
Board of Directors are George F. Adam, Jr., Raymond V. Dittamore, Arnold J. Levine, Ph.D. and Bradley G.

Proxy Statement
Lorimier. The nominee for election at the 2010 Annual Meeting of Stockholders to fill one additional Class III
position on the Board of Directors is David C. U’Prichard, Ph.D. If elected, the nominees for the Class II positions
will serve as directors until the annual meeting of stockholders in 2013, and in each case until their successors are
elected and qualified. If elected, the nominee for the Class III position will serve as a director until the annual
meeting of stockholders in 2011, and until his successors is elected and qualified. If a quorum is present and voted
at the meeting, the four nominees for Class II directors receiving the highest number of votes will be elected
Class II directors and the one nominee for Class III director receiving the highest number of votes will be elected as
a Class III director.
If a nominee declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the
election, the proxies may be voted for such substitute nominee as the proxy holders may designate.

Vote Required and Board of Directors Recommendation

If a quorum is present, either in person or by proxy, the four nominees for Class II who receive the greatest
number of votes cast will be elected as Class II directors and the one nominee for Class III director who receives
the greatest number of votes cast will be elected as a Class III director. If you hold your shares through a broker and
you do not instruct the broker on how to vote on this proposal, your broker will not have authority to vote your
shares. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence
of a quorum but will not have any effect on the outcome of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH OF THE NOMINEES NAMED ABOVE.

PROPOSAL 2

Ratification of Appointment of Independent Auditors

The Audit Committee of the Board of Directors has selected Ernst & Young LLP as the independent auditors to
audit our financial statements for the fiscal year ended December 31, 2010. Ernst & Young has acted in such
capacity since its appointment in fiscal year 2002. Representatives of Ernst & Young LLP are expected to be present
at the Annual Meeting of stockholders with the opportunity to make a statement if the representatives desire to do
so, and are expected to be available to respond to appropriate questions. With respect to broker non-votes, however,
brokers have the discretion to ratify the appointment of the independent auditors since the ratification is considered
a routine matter.

47
 Vote Required and Board of Directors Recommendation
The affirmative vote of the holders of a majority of the shares of Common Stock cast at the Annual Meeting is
required for ratification of this selection. Abstentions and broker non-votes will be counted for purposes of
determining the presence or absence of a quorum. Neither abstentions nor broker non-votes will have any effect
upon the outcome of voting with respect to the ratification of independent public accountants.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPOINTMENT
OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010.

PROPOSAL 3

Adoption of an Amendment to the Restated Certificate of Incorporation of the Company (Adopt Majority Voting
for Uncontested Elections of Directors)
At the Annual Meeting, the stockholders will be asked to approve and adopt an amendment to the Restated
Certificate of Incorporation of the Company (the Restated Certificate of Incorporation) adopted by the Board of
Directors to eliminate plurality voting for the election of Directors. The Board of Directors is committed to ensuring
effective corporate governance policies and practices, which ensure that the Company is governed with high
Proxy Statement

standards of ethics, integrity and accountability and in the best interest of the stockholders. The Board of Directors,
in its continuing review of corporate governance matters, has determined to eliminate plurality voting and, if this
proposal and Proposal 5 are approved by the stockholders, to adopt a majority voting standard for uncontested
elections of directors.
This proposal seeks stockholder approval of the repeal of the plurality voting standard for the election of the
Company’s directors in Article IV(D)(2)(a) of the Restated Certificate of Incorporation in its entirety. Unless the
stockholders approve this proposal and Proposal 5, the plurality voting standard for the election of the Company’s
directors will remain unchanged. If this proposal and Proposal 5 are approved by the stockholders, the Company
will have adopted a majority vote standard in uncontested director elections.
The complete text of the Restated Certificate of Incorporation as it is proposed to be amended (Amended
Articles) is included in Appendix A to this Proxy Statement. The summary below does not contain all the
information that may be necessary to you. The following summary is qualified in its entirety by reference to the text
of the Amended Articles. You are urged to read the Amended Articles in their entirety.

Majority Vote in Uncontested Director Elections

The proposed amendment is as follows:
Article IV(D)(2)(a) of the Restated Certificate of Incorporation — Plurality Vote Requirement. Delete from the
Restated Certificate of Incorporation provisions requiring a “plurality” vote requirement for the election of directors.
In recent years, many public companies have eliminated a “plurality” vote standard for the election of their
directors and, instead, have adopted a majority vote standard for uncontested director elections. The Board of
Directors has on several occasions considered the advantages of a “plurality” vote standard and, in the past, had
concluded that maintaining this standard was in the best interest of the Company and the stockholders. After careful
consideration and review of corporate governance policies widely considered to enhance corporate governance, the
Board of Directors has decided at this time that it is in the best interest of the Company and its stockholders to
amend the Restated Certificate of Incorporation to eliminate plurality voting in the election of directors. If this
proposal and Proposal 5 are approved by the stockholders at the Annual Meeting, the Company will have adopted a
majority voting standard for uncontested elections of directors. The Board of Directors believes that a change to a
majority voting standard for uncontested elections is in the best interest of the Company and the stockholders. The
Board of Directors can only eliminate plurality voting if the stockholders approve this proposal and Proposal 5.
The approval of this amendment is subject to the simultaneous approval of Proposal 5 by the stockholders at
the Annual Meeting. If this proposal and Proposal 5 are approved by the stockholders at the Annual Meeting, the

48
Company will file the Amended Articles with the Secretary of the State of Delaware reflecting this amendment
promptly after the Annual Meeting. In that case, the amendment will become effective and the Company will have
adopted a majority voting standard for uncontested elections of directors when the Amended Articles are filed with
the Secretary of State of the State of Delaware.

Vote Required and Board of Directors’ Recommendation

The affirmative vote of the holders of 662⁄3 of the outstanding shares of Common Stock is required for adoption
of this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention
will have no effect on the vote. If you hold your shares through a broker and you do not instruct the broker on how
to vote on this proposal, your broker will not have authority to vote your shares. Abstentions and broker non-votes
will each be counted as present for purposes of determining the presence of a quorum and will have the same effect
as a vote against the outcome of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE
RESTATED CERTIFICATE OF INCORPORATION.

PROPOSAL 4

Proxy Statement
Adoption of Amendments to the Restated Certificate of Incorporation of the Company (Eliminate Supermajority
Provisions)
At the Annual Meeting, the stockholders will be asked to approve and adopt an amendment to the Restated
Certificate of Incorporation adopted by the Board of Directors to eliminate certain supermajority provisions. The
Board of Directors is committed to ensuring effective corporate governance policies and practices, which ensure that
the Company is governed with high standards of ethics, integrity and accountability and in the best interest of the
stockholders. The Board of Directors, in its continuing review of corporate governance matters, has determined to
remove the supermajority vote requirements from the Restated Certificate of Incorporation.
This proposal seeks stockholder approval of the elimination of the supermajority vote requirements of
Article V(2) and Article IX. Unless such approval is received, the supermajority vote requirements in Article V(2)
and Article IX will remain unchanged.
The complete text of the Amended Articles is included in Appendix A to this Proxy Statement. The summary
below does not contain all the information that may be necessary to you. The following summary is qualified in its
entirety by reference to the text of the Amended Articles. You are urged to read the Amended Articles in their
entirety.

Eliminate Supermajority Vote Provisions

The proposed amendments are as follows:
1. Article V(2) of the Restated Certificate of Incorporation — Bylaws. Article V(2) of the Restated Certificate
of Incorporation requires the affirmative vote of the holders of at least 662⁄3% of the voting power of all the then
outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors, voting
together as a single class, or a vote of at least 662⁄3% of the number of directors of the Company then authorized to
amend or repeal the Bylaws. The proposed amendment would reduce the vote requirement from 662⁄3% of the voting
power of all the then outstanding shares of capital stock of the Company to a majority of the outstanding voting
power of all the then outstanding shares of capital stock of the Company to amend or repeal the Bylaws.
As with many companies, the supermajority requirement to amend the Bylaws in Article V(2) of the Restated
Certificate of Incorporation is designed to protect the rights of minority stockholders by assuring that fundamental
changes in how the Company is governed are not made without either the approval of the Board of Directors (taking
into account the interests of all stockholders) or a substantial majority of stockholders. Matters covered by the
Bylaws include many important governance issues. These matters require careful consideration of all stockholders,
and should not be lightly changed in ways that may disadvantage minority stockholders.

49
 2. Article IX — Amendment of Restated Certificate of Incorporation. Under Article IX of the Restated
Certificate of Incorporation, the Company reserves the right to amend, alter, change or repeal any provision
contained in the Restated Certificate of Incorporation in the manner prescribed by Delaware General Corporation
Law; provided, however, the affirmative vote of at least 662⁄3% of the voting power of all the then outstanding shares
of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single
class, is required to amend or repeal Article V, Article VI, Article VII or Article IX. The proposed amendment
would reduce the vote requirement from 662⁄3% of the voting power of all the then outstanding shares of capital
stock to a majority of the outstanding voting power of all the then outstanding shares of capital stock of the
Company to amend or repeal Article V, Article VI, Article VII or Article IX.
In deciding to recommend the elimination of supermajority vote provisions, the Board of Directors considered
the arguments in favor of and against continuation of supermajority vote provisions, gave careful consideration to
stockholder views concerning this matter and determined that eliminating the supermajority vote provisions, in order
to enhance the accountability of our Board of Directors to our stockholders, outweighs the legitimate benefits of
such provisions.
If approved, these amendments will become effective upon the filing of the Amended Articles with the
Secretary of the State of Delaware reflecting this amendment, which the Company would file promptly after the
Annual Meeting.
Proxy Statement

Vote Required and Board of Directors’ Recommendation

The affirmative vote of the holders of 662⁄3% of the outstanding shares of Common Stock is required for
adoption of this proposal. If you hold your shares in your own name and abstain from voting on this matter, your
abstention will have no effect on the vote. If you hold your shares through a broker and you do not instruct the
broker on how to vote on this proposal, your broker will not have authority to vote your shares. Abstentions and
broker non-votes will each be counted as present for purposes of determining the presence of a quorum and will
have the same effect as a vote against the outcome of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL
OF THE RESTATED CERTIFICATE OF INCORPORATION.

PROPOSAL 5

Adoption of Amendments to the Bylaws of the Company (Adopt Majority Voting for Uncontested Elections of
Directors)
At the Annual Meeting, the stockholders will be asked to approve and adopt amendments to the Bylaws of the
Company adopted by the Board of Directors to repeal plurality voting for the election of Directors and to adopt a
majority voting standard for uncontested elections of directors. The Board of Directors is committed to ensuring
effective corporate governance policies and practices, which ensure that the Company is governed with high
standards of ethics, integrity and accountability and in the best interest of the stockholders. The Board of Directors,
in its continuing review of corporate governance matters, has determined to eliminate plurality voting and, if this
proposal and Proposal 3 are approved by the stockholders, to adopt a majority voting standard for uncontested
elections of directors.
This proposal seeks stockholder approval of the repeal of the plurality voting standard for the election of the
Company’s directors in Section 1.8 of the Bylaws and the adoption of a majority voting standard for the uncontested
elections of directors. Unless the stockholders approve this proposal and Proposal 3, the plurality voting standard for
the election of the Company’s directors will remain unchanged. If this proposal and Proposal 3 are approved by the
stockholders, the Company will have adopted a majority vote standard in uncontested director elections.
The complete text of the amendment to the Bylaws as they are proposed to be amended (Amended Bylaws) is
included in Appendix B to this Proxy Statement. The summary below does not contain all the information that may
be necessary to you. The following summary is qualified in its entirety by reference to the text of the Amended
Bylaws. You are urged to read the Amended Bylaws in their entirety.

50
 Majority Vote in Uncontested Director Elections
The proposed amendments are as follows:
Section 1.8 of the Bylaws — Plurality Vote Requirement. Delete from the Bylaws provisions requiring a
“plurality” vote requirement for the election of directors and add provisions requiring a majority voting standard for
uncontested election of directors.
In recent years, many public companies have eliminated a “plurality” vote standard for the election of their
directors and, instead, have adopted a majority vote standard for uncontested director elections. The Board of
Directors has on several occasions considered the advantages of a “plurality” vote standard and, in the past, has
concluded that maintaining this standard was in the best interest of the Company and the stockholders. After careful
consideration and review of corporate governance policies widely considered to enhance corporate governance, the
Board of Directors has decided at this time that it is in the best interest of the Company and its stockholders to
amend the Bylaws to eliminate plurality voting in the election of directors. If this proposal and Proposal 3 are
approved by the stockholders at the Annual Meeting, the Company will have adopted a majority voting standard for
uncontested elections of directors. The Board of Directors believes that a change to a majority vote standard for
uncontested elections is in the best interest of the Company and the stockholders. The Board of Directors can only
eliminate plurality voting if the stockholders approve this proposal and Proposal 3.

Proxy Statement
The approval of these amendments is subject to the simultaneous approval of Proposal 3 by the stockholders at
the Annual Meeting. If this proposal and Proposal 3 are approved by the stockholders at the Annual Meeting, the
Company will have adopted a majority voting standard for uncontested elections of directors when the Amended
Bylaws re filed with the secretary of State of Delaware.

Vote Required and Board of Directors’ Recommendation

The affirmative vote of the holders of 662⁄3 of the outstanding shares of Common Stock is required for adoption
of this proposal. If you hold your shares in your own name and abstain from voting on this matter, your abstention
will have no effect on the vote. If you hold your shares through a broker and you do not instruct the broker on how
to vote on this proposal, your broker will not have authority to vote your shares. Abstentions and broker non-votes
will each be counted as present for purposes of determining the presence of a quorum and will have the same effect
as a vote against the outcome of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THIS
AMENDMENT TO THE BYLAWS.

PROPOSAL 6

Adoption of an Amendment to the Bylaws of the Company (Eliminate Supermajority Provisions)

At the Annual Meeting, the stockholders will be asked to approve and adopt an amendment to the Bylaws
adopted by the Board of Directors to eliminate certain supermajority provisions. The Board of Directors is
committed to ensuring effective corporate governance policies and practices, which ensure that the Company is
governed with high standards of ethics, integrity and accountability and in the best interest of the stockholders. The
Board of Directors, in its continuing review of corporate governance matters, has determined to remove the
supermajority vote requirements from the Bylaws.
This proposal seeks stockholder approval of the elimination of the supermajority vote requirements of
Article IX of the Bylaws. Unless such approval is received, the supermajority vote requirements in Article IX of the
Bylaws will remain unchanged.
The complete text of the Amended Bylaws is included in Appendix B to this Proxy Statement. The summary
below does not contain all the information that may be necessary to you. The following summary is qualified in its
entirety by reference to the text of the Amended Bylaws. You are urged to read the Amended Bylaws in their
entirety.

51
 Eliminate Supermajority Vote Provision
The proposed amendment is as follows:
Article IX — Amendment of Bylaws. Under Article IX of the Bylaws, the Company reserves the right to
amend, alter, change or repeal any provision contained in the Bylaws in the manner prescribed by Delaware General
Corporation Law; provided, however, the affirmative vote of at least 662⁄3% of the voting power of all the then
outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting
together as a single class, or by vote of at least 662⁄3% of the number of directors of the Company then authorized is
required to amend or repeal the Bylaws. The proposed amendment would reduce the vote requirement from 662⁄3%
of the voting power of all the then outstanding shares of capital stock to a majority of the outstanding voting power
of all the then outstanding shares of capital stock of the Company to amend or repeal the Bylaws.
In deciding to recommend the elimination of supermajority vote provisions, the Board of Directors considered
the arguments in favor of and against continuation of supermajority vote provisions, gave careful consideration to
stockholder views concerning this matter and determined that eliminating the supermajority vote provisions, in order
to enhance the accountability of our Board of Directors to our stockholders, outweighs the legitimate benefits of
such provisions.

Vote Required and Board of Directors’ Recommendation

Proxy Statement

The affirmative vote of the holders of 662⁄3% of the outstanding shares of Common Stock is required for
adoption of this proposal. If you hold your shares in your own name and abstain from voting on this matter, your
abstention will have no effect on the vote. If you hold your shares through a broker and you do not instruct the
broker on how to vote on this proposal, your broker will not have authority to vote your shares. Abstentions and
broker non-votes will each be counted as present for purposes of determining the presence of a quorum and will
have the same effect as a vote against the outcome of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THIS
AMENDMENT TO THE BYLAWS.

PROPOSAL 7

Adoption of the Company’s 2010 Incentive Compensation Plan

At the Annual Meeting, the stockholders will be asked to approve and adopt the Life Technologies Corporation
2010 Incentive Compensation Plan (ICP) in order to allow future performance-based compensation bonuses paid
under the ICP to be fully deductible by the Company under Section 162(m) of the Internal Revenue Code of 1986,
as amended (Code). The Compensation and Organizational Development Committee of the Board of Directors
(Committee) approved the ICP on February 24, 2010, subject to its approval by stockholders. If approved by the
stockholders, the ICP would become effective with respect to awards made under the ICP beginning in 2010 and
following the date of the annual meeting.

Background
The ICP is a performance-based compensation bonus plan designed to exempt payments from the deduction
limitations provided under Section 162(m) of the Code (Section 162(m)), such that the Company will be able to
fully deduct ICP payments as a compensation expense. Section 162(m) and related guidance generally disallows a
tax deduction to public companies for compensation in excess of $1 million paid during a single year to each of a
public company’s Chief Executive Officer and any of the three other most highly compensated named executive
officers, excluding the Chief Financial Officer. Certain compensation is exempt from this deduction limit if it meets
the requirements of Section 162(m) in qualifying as “performance-based” compensation. The requirements that
compensation qualify as “performance-based” under Section 162(m) include the following: payment of the
compensation must be contingent upon achievement of performance goals that are established and administered in a
manner specified under Section 162(m); the performance criteria that may be used to establish the performance
goals must be approved by stockholders; there must be a limit on the amount of compensation that may be paid to

52
any participant during a specified period of time; and achievement of the pre-established performance goals must be
substantially uncertain at the time the individual awards are approved. Section 162(m) also imposes certain
independence requirements on the sub-committee of the Board administering the performance-based compensation
program.
We intend to administer an annual cash incentive program under the ICP, which has a performance period that
coincides with our fiscal year. This annual cash incentive program is described in more detail in our “Compensation
Discussion & Analysis”. In the future, the Committee will determine whether it will make awards with a longer,
shorter or the same performance period. We seek your approval of the ICP under which awards will be made to our
Section 16 officers, including our NEOs. Your approval will constitute approval of all the material terms of the ICP
for purposes of Section 162(m), as described below. If the stockholders do not approve the ICP, we might not be
able to deduct some or all of the annual cash bonuses paid to certain named executive officers.

Material Terms of the ICP

The ICP is a component of the Company’s overall strategy to pay its employees for achieving performance
goals instrumental to the Company’s success. The purposes of the ICP are to motivate the Company’s executives by
basing a portion of compensation on performance aligned with the Company’s financial and business objectives and
to attract and retain top-performing senior executives.

Proxy Statement
The following is a summary of the material provisions of the ICP. This summary does not describe the ICP in
detail and qualified in its entirety by reference to the full text of the ICP, which is attached as Appendix C.
Administration. The Committee will administer the ICP. Committee members must qualify as “outside
directors” under Section 162(m) in order for bonuses paid under the ICP to qualify as “performance-based”
compensation. All of our Committee members meet this requirement. The Committee has the discretion to
determine the terms and conditions of each bonus, including the performance period and goals that apply to the
bonus, and whether or not the performance goals are achieved.
Performance Criteria. To qualify bonuses as performance-based compensation under Section 162(m), the
payment of the value of such bonuses must be made contingent upon achievement of performance goals approved
by the Committee. The ICP permits us to use one or more of the following performance criteria with respect to
bonuses: attainment of objective operating goals; attainment of research and development milestones; average
invested capital; capital expenditures; cash conversion cycle; cash flow (including operating cash flow or free cash
flow); change in assets; contract awards or backlog; controllable operating profit; cost of capital; credit rating;
customer indicators; debt; debt reduction; earnings (which may be determined, and any derivative of earnings on this
list hereafter, in accordance with U.S. Generally Accepted Accounting Principles, or successor accounting principle
(GAAP), or adjusted to include or exclude any or all GAAP or non-GAAP items); earnings before taxes; earnings
before interest and taxes; earnings before interest, taxes, depreciation, and amortization; earnings from operations;
earnings per share; earnings per share from continuing operations, diluted or basic; earnings per share, diluted or
basic; economic value added; employee metrics; employee satisfaction; expense reduction levels; gross margin;
growth in any of the foregoing measures; growth in stockholder value relative to the moving average of the S&P
500 Index or another index; improvement in workforce diversity; improvements in productivity; inventory turnover;
market share; net asset turnover; net assets; net earnings; net operating profit; net or gross sales; new product
invention or innovation; operating earnings; operating expenses; operating expenses as a percentage of revenue;
operating margin; operating profit; overhead or other expense reduction; productivity; return on assets; return on
capital; return on committed capital; return on equity or average stockholders’ equity; return on invested capital;
return on investment; return on net assets; return on sales; return on total assets; revenue (on an absolute basis or
adjusted for currency effects); stock price; strategic plan development and implementation; succession plan
development and implementation; total earnings; total shareholder return; and working capital.
Performance Goals. The Committee may establish performance goals based on one or more of the
performance criteria listed above either individually, alternatively or in any combination, applied to either the
Company as a whole or to a business unit, affiliate, region, or business segment, either individually, alternatively or
in any combination, and measured either on an absolute basis or relative to a pre-established target, to a previous
period’s results or to a designated comparison group. The performance goals must be approved prior to the time

53
 limitations under Section 162(m), which for an annual performance period is within 90 days from the beginning of
that period, and the performance goals must be substantially uncertain of achievement at that time.

To the extent permitted under Section 162(m), the Committee may appropriately adjust any evaluation of
performance under a performance goal to exclude the effects of extraordinary, unusual, or non recurring items that
occur during a performance period, including: (i) the effects of currency fluctuations; (ii) any or all items that are
excluded from the calculation of non-GAAP earnings as reflected in any Company press release and Form 8-K
filing relating to an earnings announcement; (iii) asset impairment; (iv) litigation or claim judgments or settlements;
(v) the effect of changes in tax laws, accounting principles or other such laws or provisions affecting reported
results; (vi) accruals for reorganization and restructuring programs; and (vii) any other extraordinary or non-
operational items.

Eligibility. Only the Company’s employees subject to Section 16 of the Securities Exchange Act of 1934 are
permitted to participate in the ICP.

ICP Bonuses. Under the ICP, the Committee will determine the performance period measuring performance.
The Committee will establish for each performance period the performance criteria that apply and the target levels
of required performance, as well as a formula for calculating a participant’s bonus based on actual performance
compared to the pre-established performance goals.
Proxy Statement

After the end of each performance period, the Committee will determine the extent to which the performance
goals for each participant were achieved and the bonus payment that may be made based on the achievement of
those performance goals. However, the Committee may eliminate or reduce the actual bonus payable to any
participant below that which otherwise would be payable under the applicable formula at any time before the bonus
is paid. The Committee also has discretion to make certain adjustments to take into account certain extraordinary
events occurring during the performance period, as described above.

In order to earn and receive a bonus payment under the ICP, the participant must be an active employee on the
date of payment or vesting, except that the Committee retains the discretion to make a prorated payment in the
event of a change in control or if a participant dies, becomes disabled or is on an approved leave of absence.

Awards granted under the ICP are not transferable by a participant, except by will or the laws of descent and
distribution. Furthermore, if a participant has a change of status after the beginning of the performance period the
Committee has the discretion to pay a prorated bonus.

Bonus Limit. The maximum payment of a bonus for a single fiscal year to any ICP participant is $7,000,000.

Amendments and Termination; Stockholder Approval. The Committee may amend, modify, suspend or
terminate the ICP at any time and for any reason, except an action which would cause an increase in a bonus
payment or otherwise cause a bonus to not qualify as “performance-based” compensation for purposes of
Section 162(m). The ICP and certain future material amendments will require stockholder approval in accordance
with the requirements of Section 162(m). The Company has the authority to amend, modify, suspend or terminate
the ICP as the law requires, or to comply or conform with local practices or procedures outside of the U.S.

ICP Benefits. Because payments of bonuses under the ICP will be determined by comparing actual
performance to the performance goals established by the Committee under this plan, it is not possible to predict the
amount of future benefits that will be paid under the ICP for any future performance period. Bonuses are paid from
the Company’s general assets; the ICP is an unfunded and unsecured plan.

Federal Income Tax Information

Below is a summary of the effect of U.S. federal income taxation on participants and the Company with respect
to bonuses under the ICP. The summary discusses the material effect of awards made and bonuses paid under the
ICP, but does not discuss the tax consequences arising in the context of the participant’s death or the income tax
laws of any municipality, state or foreign country in which the participant’s income or gain may be taxable.

54
 Bonuses paid under the ICP will cause the participant to have taxable ordinary income, in the year of receipt,
equal to the cash received. Any bonus payment that a participant receives will be subject to tax withholding and
other deductions, including income and FICA taxes.
The ICP is intended to be exempt from Section 409A of the Code, which governs the deferral the receipt of
compensation to future tax year than the year in which the compensation is earned. The Company may permit
participants to defer bonuses paid under the ICP; however, any such deferrals will be governed by the Company-
sponsored plan under which the deferral is made.
As discussed above, our purpose in seeking stockholder approval with respect to the ICP is to qualify future
ICP bonuses as performance-based compensation under Section 162(m) so that we may fully deduct bonuses paid
under the plan.

Vote Required and Board of Directors’ Recommendation

The affirmative vote of a majority of the votes cast at the meeting, at which a quorum is present, either in
person or by proxy, is required to approve the adoption of the proposed ICP. If you hold your shares in your own
name and abstain from voting on this matter, your abstention will have no effect on the vote. If you hold your
shares through a broker and you do not instruct the broker on how to vote on this proposal, your broker will not
have authority to vote your shares. Abstentions and broker non-votes will each be counted as present for purposes of

Proxy Statement
determining the presence of a quorum but will not have any effect on the outcome of the proposal.
The Board of Directors believes that the proposed adoption of the ICP is in the best interests of the Company
and its stockholders for the reasons stated above.

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE “FOR” APPROVAL OF THE ADOPTION OF THE ICP.

55
 ADDITIONAL INFORMATION
Advance Notice Procedures. Our Bylaws require that, for business to be properly brought by a stockholder
before an annual meeting, notice must be delivered by the stockholder and received at the offices of the Company
not less than 120 days prior to the anniversary of the date of the prior year’s proxy statement, except if we did not
hold an annual meeting the previous year, or if the date of this year’s Annual Meeting has been changed by more
than 30 days from the date of the previous year’s meeting, then the deadline is a reasonable time before we begin to
print and mail our proxy materials.
Stockholders Sharing the Same Last Name and Address. In accordance with notices that we sent to certain
stockholders, we are sending only one copy of the Company’s Annual Report and Proxy Statement to stockholders
who share the same last name and address, unless they have notified the Company that they want to continue
receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save
significant printing and postage costs as well as natural resources.
If you received a householded mailing this year and you would like to have additional copies of the Company’s
Annual Report and/or Proxy Statement mailed to you, or you would like to opt out of this practice for future
mailings, please submit your request to Investor Relations via e-mail at ir@liftech.com, by fax to (760) 603-7229 or
by mail to Investor Relations, Life Technologies Corporation, 5791 Van Allen Way, Carlsbad, CA 92008, or call at
(760) 603-7208. We will promptly send additional copies of the Annual Report and/or Proxy Statement upon receipt
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of such request. You may also contact the Company if you received multiple copies of the Annual Meeting
materials and would prefer to receive a single copy in the future.
Householding for bank and brokerage accounts is limited to accounts within the same bank or brokerage firm.
For example, if you and your spouse share the same last name and address, and you and your spouse each have two
accounts containing Life Technologies stock at two different brokerage firms, your household will receive two
copies of the Life Technologies Annual Meeting materials — one from each brokerage firm.
Stockholder Communications with Board of Directors. Any stockholder who wishes to communicate with the
Board of Directors may do so by writing to the Company’s Secretary at the following address: 5791 Van Allen Way,
Carlsbad, CA 92008.
Stockholder Proposals and Director Nominations for the Next Annual Meeting. Stockholder proposals may be
considered at the Company’s 2011 Annual Meeting of Stockholders, so long as they are provided to us on a timely
basis and satisfy the other conditions set forth in our Bylaws and in applicable SEC rules. All stockholder proposals
that are intended to be presented at the 2011 Annual Meeting of Stockholders of the Company must be received by
the Company at our principal executive offices at 5791 Van Allen Way, Carlsbad, California 92008, ATTN:
Corporate Secretary, no later than November 19, 2010, for inclusion in the Board of Directors’ Proxy Statement and
proxy relating to the meeting. Any stockholder who intends to present a proposal at the Company’s 2011 Annual
Meeting of Stockholders without requesting the Company to include such proposal in the Company’s Proxy
Statement must notify the Company no later than February 2, 2011, of his, her or its intention to present the
proposal. Otherwise, the Company may exercise discretionary voting with respect to such stockholder proposal
pursuant to authority conferred on the Company by proxies to be solicited by the Board of Directors of the
Company and delivered to the Company in connection with the meeting. A copy of our Bylaws may be obtained by
written request to the Corporate Secretary at the same address. Our Bylaws are also available on our website at
www.lifetechnologies.com.

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 TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business the Board of Directors intends to present or knows that
others will present at the Annual Meeting is as set forth above. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the persons named in the accompanying form
of proxy to vote the proxy on such matters in accordance with their best judgment.

By Order of the Board of Directors

John A. Cottingham
Chief Legal Officer & Secretary

March 19, 2010

Carlsbad, California

Proxy Statement

57
Proxy Statement
 Appendix A

RESTATED CERTIFICATE OF INCORPORATION

OF LIFE TECHNOLOGIES CORPORATION
LIFE TECHNOLOGIES CORPORATION, a corporation organized and existing under the laws of the State of
Delaware (the “Corporation”), hereby certifies as follows:
ONE: The name of this Corporation is LIFE TECHNOLOGIES CORPORATION. Life Technologies
Corporation was originally incorporated under the name Invitrogen Inc., and the original Certificate of Incorporation
of the Corporation was filed with the Secretary of State of Delaware on May 21, 1997. The Certificate of
Incorporation was later amended and restated pursuant to the terms of an Agreement and Plan of Merger filed with
the Delaware Secretary of State on June 12, 1997. The Corporation filed an Amended and Restated Certificate of
Incorporation on September 16, 1997. The Amended and Restated Certificate of Incorporation was further amended
pursuant to resolutions approved by the Board of Directors and Stockholders of the Corporation, and such
amendments were filed with the Delaware Secretary of State on January 29, 1999, and September 14, 2000. The
Corporation filed a Certificate of Correction to the September 14, 2000, Amendment to the Amended and Restated
Certificate of Incorporation with the Delaware Secretary of State on February 21, 2001. The Corporation filed a
Restated Certificate of Incorporation with the Delaware Secretary of State on October 20, 2003 and filed a

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Certificate of Correction to the October 20, 2003 Restated Certificate of Incorporation with the Delaware Secretary
of State on February 18, 2004. The Corporation filed a Certificate of Amendment to the October 20, 2003 Restated
Certificate of Incorporation with the Delaware Secretary of State on June 1, 2006. The Corporation filed a Restated
Certificate of Incorporation with the Delaware Secretary of State and a Certificate of Correction to the March 27,
2001 Statement of Designation on September 14, 2006. The Corporation filed a Restated Certificate of
Incorporation with the Delaware Secretary of State on November 20, 2008. The Corporation filed a Restated
Certificate of Incorporation with the Delaware Secretary of State on May , 2010.
TWO: Pursuant to Sections 245 of the General Corporation Law of the State of Delaware, this Restated
Certificate of Incorporation restates and integrates and does not further amend the provisions of the Certificate
of Incorporation of this Corporation.
THREE: The text of the Certificate of Incorporation as heretofore in effect is hereby restated to read in
its entirety as follows:

ARTICLE I
The name of the Corporation is Life Technologies Corporation.

ARTICLE II
The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of
Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation
Trust Company.

ARTICLE III
The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General Corporation Law of the State of
Delaware.

ARTICLE IV
The total number of shares of capital stock which the Corporation shall have authority to issue is 406,405,884,
of which (a) 6,405,884 shares shall be preferred stock, par value $.01 per share (“Preferred Stock”), and
(b) 400,000,000 shares shall be common stock, par value $.01 per share.

A-1
 Except as otherwise restricted by this Certificate of Incorporation, the Corporation is authorized to issue, from
time to time, all or any portion of the capital stock of the Corporation which may have been authorized but not
issued, to such person or persons and for such lawful consideration as it may deem appropriate, and generally in its
absolute discretion to determine the terms and manner of any disposition of such authorized but unissued capital
stock.
In addition, the Preferred Stock authorized by this Certificate of Incorporation may be issued from time to time
in one or more series. The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rate,
conversion rights, voting rights, rights and terms of redemption, including sinking fund provisions, the redemption
price or prices, the liquidation preferences and the other preferences, powers, rights, qualifications, limitations and
restrictions of any wholly unissued class or series of Preferred Stock, not including any Convertible Preferred Stock
nor Redeemable Preferred Stock, as defined in Article IV. A. and B. below, and the number of shares constituting
any such series and the designation thereof, or any of them.
Any and all such shares issued for which the full consideration has been paid or delivered shall be deemed
fully paid shares of capital stock, and the holder of such shares shall not be liable for any further call or assessment
or any other payment thereon.
The voting powers, designations, preferences, privileges and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions of each class of capital stock of the Corporation, shall be as
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provided in this Article IV.

A. CONVERTIBLE PREFERRED STOCK

1. Designation. A total of 2,202,942 shares of the Corporation’s Preferred Stock shall be designated as
Series A Convertible Redeemable Preferred Stock, $.01 par value per share (the ‘‘Convertible Preferred Stock”).
2. Election of Directors; Voting.
(a) Election of Directors. The holders of outstanding shares of Convertible Preferred Stock shall, voting
together as a separate class, be entitled to elect one (1) Director of the Corporation. Such Director shall be the
candidate receiving the highest number of affirmative votes (with each holder of Convertible Preferred Stock entitled
to cast one vote for or against each candidate with respect to each share of Convertible Preferred Stock held by such
holder) of the outstanding shares of Convertible Preferred Stock (the “Convertible Preferred Stock Director
Designee”), with votes cast against such candidate and votes withheld having no legal effect. The election of the
Convertible Preferred Stock Director Designee by the holders of the Convertible Preferred Stock shall occur (i) at
the annual meeting of holders of capital stock, (ii) at any special meeting of holders of capital stock, (iii) at any
special meeting of holders of Convertible Preferred Stock called by holders of a majority of the outstanding shares
of Convertible Preferred Stock or (iv) by the unanimous written consent of holders of the outstanding shares of
Convertible Preferred Stock. If at any time when any share of Convertible Preferred Stock is outstanding the
Convertible Preferred Stock Director Designee should cease to be a Director for any reason, the vacancy shall only
be filled by the vote or written consent of the holders of the outstanding shares of Convertible Preferred Stock,
voting together as a separate class, in the manner and on the basis specified above. The holders of outstanding
shares of Convertible Preferred Stock shall also be entitled to vote for all other Directors of the Corporation together
with holders of all other shares of the Corporation’s outstanding capital stock entitled to vote thereon, voting as a
single class, with each outstanding share entitled to the same number of votes specified in Section A.2(b).
(b) Voting Generally. The holder of each share of Convertible Preferred Stock shall be entitled to the number
of votes equal to the largest number of full shares of Common Stock (as defined in Section C of this
Article IV) into which each share of Convertible Preferred Stock could be converted pursuant to Section A.6 hereof
(other than by means of Section A.6(b)) on the record date for the vote or for written consent of stockholders, if
applicable, multiplied by the number of shares of Convertible Preferred Stock held of record on such date. The
holder of each share of Convertible Preferred Stock shall be entitled to notice of any stockholders’ meeting in
accordance with the by-laws of the Corporation and shall vote with holders of the Common Stock, voting together
as single class, upon all matters submitted to a vote of stockholders excluding those matters required to be
submitted to a class or series vote pursuant to the terms hereof (including without limitation Section A.8) or by law.

A-2
Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula
(after aggregating all shares of Common Stock into which shares of Convertible Preferred Stock held by each holder
could be converted) shall be rounded to the nearest whole number (with one-half rounded upward to one).
3. Dividends. The holders of Convertible Preferred Stock shall be entitled to receive, out of funds legally
available therefor, cumulative (non-compounding) dividends on the Convertible Preferred Stock in cash, at the rate
per annum of six percent (6%) of the Convertible Base Liquidation Amount (as defined in Section A.4 below), or
$.4085 per share of Convertible Preferred Stock as of the date this Certificate of Incorporation is first filed with the
Delaware Secretary of State (the “Convertible Cumulative Dividend”). Such dividends will accumulate commencing
as of the date of issuance of the Convertible Preferred Stock and shall be cumulative, to the extent unpaid, whether
or not they have been declared and whether or not there are profits, surplus or other funds of the Corporation legally
available for the payment of dividends. Convertible Cumulative Dividends shall become due and payable with
respect to any share of Convertible Preferred Stock as provided in Sections A.4, A.5, A.6, B.4 and B.5. So long as
any shares of Convertible Preferred Stock are outstanding and the Convertible Cumulative Dividends have not been
paid in full in cash: (a) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on any
capital stock of the Corporation ranking junior to the Convertible Preferred Stock; and, (b) except as permitted by
Sections A.8(c)(ii) and (iii), no shares of capital stock of the Corporation ranking junior to the Convertible Preferred
Stock shall be purchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or
made available for a sinking fund for the purchase, redemption or acquisition thereof. All numbers relating to the

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calculation of dividends pursuant to this Section A.3 shall be subject to equitable adjustment in the event of any
stock split, combination, reorganization, recapitalization, reclassification or other similar event involving a change in
the Convertible Preferred Stock.
4. Liquidation.
(a) Liquidation Preference. Upon any liquidation, dissolution or winding up of the Corporation and its
subsidiaries, whether voluntary or involuntary (a “Liquidation Event”), each holder of outstanding shares of
Convertible Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution
to stockholders, whether such assets are capital, surplus or earnings, and before any amount shall be paid or
distributed to the holders of Common Stock or of any other stock ranking on liquidation junior to the Convertible
Preferred Stock, an amount in cash equal to (i) $6.8091 per share of Convertible Preferred Stock held by such
holder (adjusted appropriately for stock splits, stock dividends, recapitalizations and the like with respect to the
Convertible Preferred Stock) (the “Convertible Base Liquidation Preference Amount”) plus (ii) any accumulated but
unpaid dividends to which such holder of outstanding shares of Convertible Preferred Stock is then entitled pursuant
to Sections A.3 and A.5(d) hereof, plus (iii) any interest accrued pursuant to Section A.5(c) to which such holder of
Convertible Preferred Stock is entitled (the “Convertible Preferred Liquidation Preference Amount”); provided,
however, that if, upon any Liquidation Event, the amounts payable with respect to the Convertible Preferred Stock
are not paid in full, the holders of the Convertible Preferred Stock shall share ratably in any distribution of assets in
proportion to the full respective preferential amounts to which they are entitled. The provisions of this Section A.4
shall not in any way limit the right of the holders of Convertible Preferred Stock to elect to convert their shares of
Convertible Preferred Stock into Redeemable Preferred Stock and Common Stock pursuant to Section A.6 prior to
or in connection with any Liquidation Event.
(b) Notice. Prior to the occurrence of any Liquidation Event, the Corporation will furnish each holder of
Convertible Preferred Stock notice in accordance with Section A.9 hereof, together with a certificate prepared by the
chief financial officer of the Corporation describing in detail the facts of such Liquidation Event, stating in detail
the amount(s) per share of Convertible Preferred Stock each holder of Convertible Preferred Stock would receive
pursuant to the provisions of Section A.4(a) hereof and stating in detail the facts upon which such amount was
determined.
5. Redemption.
(a) Redemption Events.
(i) The holder or holders of not less than sixty-six and two-thirds percent in voting power of the
outstanding Convertible Preferred Stock may require the Corporation to redeem on or after June 18, 2003, 50%

A-3
 of the outstanding shares of Convertible Preferred Stock; provided, however, that such holder or holders may
not require the Corporation to redeem less than 50% of the outstanding shares of Convertible Preferred Stock.

(ii) The holder or holders of not less than sixty-six and two-thirds percent in voting power of the
outstanding Convertible Preferred Stock may require the Corporation to redeem on or after June 18, 2004, all
of the outstanding shares of Convertible Preferred Stock; provided, however, that such holder or holders may
not require the Corporation to redeem less than the number of outstanding shares of Convertible Preferred
Stock.

(iii) Notice. An election pursuant to subparagraphs (i) or (ii) of this Section A.5(a) shall be made by such
holders giving the Corporation and each other holder of Convertible Preferred Stock not less that fifteen
(15) days prior written notice, which notice shall set forth the date for such redemption.

(b) Redemption Date; Redemption Price. Upon the election of the holders of not less than sixty-six and two-
thirds of the voting power of the outstanding Convertible Preferred Stock to cause the Corporation to redeem the
Convertible Preferred Stock pursuant to Section A.5(a)(i) or (ii), all holders of Convertible Preferred Stock shall be
deemed to have elected to cause the Convertible Preferred Stock to be so redeemed. Any date upon which a
redemption shall occur in accordance with Section A.5(a) shall be referred to as a “Convertible Preferred
Redemption Date”. The redemption price for each share of Convertible Preferred Stock redeemed pursuant to
Section A.5 shall be an amount in cash equal to (i) the Convertible Base Liquidation Preference Amount plus
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(ii) any accumulated but unpaid dividends on such share of Convertible Preferred Stock pursuant to Sections A.3
and A.5(d) hereof, plus (iii) any interest accrued with respect to such share of Convertible Preferred Stock pursuant
to Section A.5(c) (collectively, the ‘‘Convertible Preferred Redemption Price”). The Convertible Preferred
Redemption Price shall be payable in cash in immediately available funds to the respective holders of the
Convertible Preferred Stock on the Convertible Preferred Redemption Date and subject to Section A.5(c). Until the
full Convertible Preferred Redemption Price has been paid to such holders for all shares of Convertible Preferred
Stock being redeemed: (A) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on
any capital stock of the Corporation; and (B) no shares of capital stock (other than shares of capital stock the
repurchase of which is required pursuant to the provisions of ERISA or any like statutory requirement) of the
Corporation (other than the Convertible Preferred Stock in accordance with this Section A.5) shall be purchased,
redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a
sinking fund for the purchase, redemption or acquisition thereof.

(c) Redemption Prohibited. If, at a Convertible Preferred Redemption Date, the Corporation is prohibited under
the General Corporation Law of the State of Delaware from redeeming all shares of Convertible Preferred Stock for
which redemption is required hereunder, then it shall redeem such shares on a pro-rata basis among the holders of
Convertible Preferred Stock in proportion to the full respective redemption amounts to which they are entitled
hereunder to the extent possible and shall redeem the remaining shares to be redeemed as soon as the Corporation is
not prohibited from redeeming some or all of such shares under the General Corporation Law of the State of
Delaware, subject to the last paragraph of Section A.8. The shares of Convertible Preferred Stock not redeemed
shall remain outstanding and entitled to all of the rights and preferences provided in this Article IV. In the event that
the Corporation fails to redeem shares for which redemption is required pursuant to this Section A.5, then during the
period from the applicable Convertible Preferred Redemption Date through the date on which such shares are
redeemed, the applicable Convertible Preferred Redemption Price of such shares shall bear interest at the per annum
rate of the greater of (i) 12% or (ii) 5% over the Citibank prime rate published in the Wall Street Journal on such
Convertible Preferred Redemption Date, compounded annually; provided, however, that in no event shall such
interest exceed the maximum permitted rate of interest under applicable law (the “Maximum Permitted Rate”). In
the event that fulfillment of any provision hereof results in such rate of interest being in excess of the Maximum
Permitted Rate, the obligation to be fulfilled shall automatically be reduced to eliminate such excess; provided,
however, that any subsequent increase in the Maximum Permitted Rate shall be retroactively effective to the
applicable Convertible Preferred Redemption Date.

(d) Dividend After Convertible Preferred Redemption Date. From and after a Convertible Preferred
Redemption Date, no shares of Convertible Preferred Stock subject to redemption shall be entitled to dividends, if
any, as contemplated by Section A.3; provided, however, that in the event that shares of Convertible Preferred Stock

A-4
are unable to be redeemed and continue to be outstanding in accordance with Section A.5(c), such shares shall
continue to be entitled to dividends and interest thereon as provided in Sections A.3 and A.5(c) until the date on
which such shares are actually redeemed by the Corporation.
(e) Surrender of Certificates. Upon receipt of the applicable Convertible Preferred Redemption Price by
certified check or wire transfer, each holder of shares of Convertible Preferred Stock to be redeemed shall surrender
the certificate or certificates representing such shares to the Corporation, duly assigned or endorsed for transfer (or
accompanied by duly executed stock powers relating thereto), or, in the event the certificate or certificates are lost,
stolen or missing, shall deliver an affidavit or agreement satisfactory to the Corporation to indemnify the
Corporation from any loss incurred by it in connection therewith (an “Affidavit of Loss”) with respect to such
certificates at the principal executive office of the Corporation or the office of the transfer agent for the Convertible
Preferred Stock or such office or offices in the continental United States of an agent for redemption as may from
time to time be designated by notice to the holders of Convertible Preferred Stock, and each surrendered certificate
shall be canceled and retired; provided, however, that if the holder has exercised its redemption right pursuant to
Section A.5(a)(i) or the Corporation is prohibited from redeeming all shares of Convertible Preferred Stock as
provided in Section A.5(c), the holder shall not be required to surrender said certificate(s) to the Corporation until
said holder has received a new stock certificate for those shares of Convertible Preferred Stock not so redeemed.
6. Conversion. The holders of the Convertible Preferred Stock shall have the following conversion rights:

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(a) Voluntary Conversion. The holders of shares of Convertible Preferred Stock shall be entitled at any
time, upon the written election of the holder or holders of not less than sixty-six and two-thirds percent in
voting power of the outstanding shares of Convertible Preferred Stock, without the payment of any additional
consideration, to cause each (but not less than all) of the outstanding shares of Convertible Preferred Stock to
be converted into (i) the number of fully paid and nonassessable shares of Common Stock (as hereinafter
defined) which results from dividing the Conversion Price (as defined in this Section A.6(a)) per share in effect
for the Convertible Preferred Stock at the time of conversion into the per share Conversion Value (as defined in
this Section A.6(a)) of the Convertible Preferred Stock and (ii) one (1) fully paid and non-assessable share of
Redeemable Preferred Stock per share of Convertible Preferred Stock. Upon the election to so convert in the
manner and on the basis specified in the preceding sentence, all holders of the Convertible Preferred Stock
shall be deemed to have elected to voluntarily convert all outstanding shares of Convertible Preferred Stock
pursuant to this Section A.6. Upon the filing of this Certificate of Incorporation with the Delaware Secretary of
State, the ‘‘Conversion Price” per share of Convertible Preferred Stock shall be $6.8091, and the per share
“Conversion Value” per share of Convertible Preferred Stock shall be $6.8091. The Conversion Price per share
of Convertible Preferred Stock shall be subject to adjustment from time to time as provided in Section A.7
hereof. The Conversion Value per share of Convertible Preferred Stock shall also be subject to adjustment in
connection with certain Qualified Public Offerings (as defined in Section A.6(b) below) as provided in
Section A.7 hereof. The number of shares of Common Stock into which a share of Convertible Preferred Stock
is convertible is hereinafter referred to as the “Common Stock Conversion Rate”. The number of shares of
Redeemable Preferred Stock into which a share of Convertible Preferred Stock is convertible is hereinafter
referred to as the ‘‘Redeemable Conversion Rate”. If the holders of shares of Convertible Preferred Stock elect
to convert the outstanding shares of Convertible Preferred Stock at a time when there are any accumulated but
unpaid dividends or other amounts due on or in respect of such shares, such dividends and other amounts shall
be paid in full upon a Liquidation Event (as set forth in Section B.4) or redemption of the Redeemable
Preferred Stock (as set forth in Section B.5).
(b) Automatic Conversion Upon QPO or QET. Each share of Convertible Preferred Stock shall
automatically be converted, without the payment of any additional consideration, into shares of Common Stock
and Redeemable Preferred Stock as of, and in all cases subject to, the closing of the Corporation’s first QPO or
QET (each as defined below in Section A.6(b)); provided that if a closing of a QPO or QET occurs, all
outstanding shares of Convertible Preferred Stock shall be deemed to have been converted into shares of
Common Stock and Redeemable Preferred Stock as provided herein immediately prior to such closing. Any
such conversion shall be at the Common Stock Conversion Rate and Redeemable Conversion Rate in effect
upon (and giving effect to) the closing of the QPO or QET, as provided in Section A.6(a). “QPO” and
“Qualified Public Offering” mean a firm commitment public offering pursuant to an effective registration

A-5
 statement under Securities Act of 1933, as amended, provided that (i) such registration statement covers the
offer and sale of Common Stock of which the aggregate net proceeds attributable to sales for the account of the
Corporation exceed $20,000,000 at a per share price to public (as set forth in the final prospectus in connection
with such public offering) (the “Price to Public”) equal to at least 1.25 times the Conversion Price, and
(ii) either all shares of Redeemable Preferred Stock which are outstanding or issuable upon such automatic
conversion are redeemed immediately upon and as of the closing of such offering or contemporaneously with
such offering cash, or, as provided in Section B.5(b), cash and a promissory note in the form attached hereto, in
an amount sufficient to redeem all such shares of Redeemable Preferred Stock is segregated and irrevocably
held by the Corporation for payment to holders of Redeemable Preferred Stock in connection with the
redemption thereof pursuant to Section B.5(a)(i). “QET” and ‘‘Qualified Extraordinary Transaction” mean any
of the transactions set forth in subparagraphs (A) through (D) below, provided that (i) at the closing of such
transaction the holders of Common Stock that held Convertible Preferred Stock prior to such automatic
conversion upon such QET (the “Conversion Holders”) receive per share consideration with a value (as
determined in Section A.6(c) below with respect to securities, and excluding any amount (exceeding five
percent (5%) of the total consideration paid or payable to the Corporation’s stockholders) held in escrow or
otherwise not actually received as of such closing date) that equals or exceeds three (3) times the Conversion
Price should such transaction close prior to or on December 18, 1998, with such amount increasing in a linear
fashion to four (4) times the Conversion Price should such transaction close on or after June 18, 2000, (for
example, one of the transactions set forth in subparagraphs (A) through (D) would be a QET if such per share
Proxy Statement

consideration was three and one-half (3.5) times the Conversion Price and the transaction closed on
September 18, 1999, and (ii) such consideration is in the form of cash and/or unrestricted equity securities of a
corporation and such securities have an average monthly trading volume over the four (4) full trading months
prior to the closing date of the transaction equal to two (2) times the aggregate number of such securities to be
issued to the Conversion Holders in connection with such closing and such securities trade on either the New
York Stock Exchange, the NASDAQ National Market or the American Stock Exchange. The following
transactions (each an “Extraordinary Transaction”) shall be deemed a QET if the conditions set forth in
clauses (i) and (ii) of the immediately preceding sentence are satisfied:

(A) the sale, lease or other disposition of (whether in one transaction or a series of related
transactions) all or substantially all of the assets or business of the Corporation and its subsidiaries;

(B) a merger or consolidation of the Corporation with or into another entity or any other transaction
or series of related transactions, in any such case in connection with or as a result of which the
Corporation is not the surviving entity or the owners of the Corporation’s outstanding equity securities
prior to the transaction or series of related transactions do not own at least a majority of the outstanding
equity securities of the surviving, resulting or consolidated entity;

(C) any purchase by any party of shares of capital stock of the Corporation (either through a
negotiated stock purchase or a tender for such shares), the effect of which is that such party that did not
beneficially own a majority of the voting power of the outstanding shares of capital stock of the
Corporation immediately prior to such purchase beneficially owns at least a majority of such voting power
immediately after such purchase; or

(D) the redemption or repurchase of shares representing a majority of the voting power of the
outstanding shares of capital stock of the Corporation.

If the holders of shares of Convertible Preferred Stock are required to convert the outstanding shares of
Convertible Preferred Stock pursuant to this Section A.6(b) at a time when there are any accumulated but unpaid
dividends or other amounts due on or in respect of such shares, such dividends and other amounts shall be paid in
full in cash by the Corporation in connection with such conversion.

(c) Valuation of Distribution Securities. In determining whether an Extraordinary Transaction constitutes a

QET, the value of any securities to be delivered to the holders of the Common Stock shall be deemed to be the
average of the closing prices or last sales prices, as applicable, of the securities on such exchange or system
over the 30-day period ending three (3) business days prior to the closing.

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 (d) Procedure for Voluntary Conversion; Effective Date. Upon election to convert pursuant to
Section A.6(a), each holder of Convertible Preferred Stock (i) shall provide written notice of conversion (the
“Voluntary Conversion Notice”) to the Corporation and (ii) shall surrender the certificate or certificates
representing its Convertible Preferred Stock, duly assigned or endorsed for transfer to the Corporation (or
accompanied by duly executed stock powers relating thereto), at the principal executive office of the
Corporation or the offices of the transfer agent for the Convertible Preferred Stock or such office or offices in
the continental United States of an agent for conversion as may from time to time be designated by notice to
the holders of the Convertible Preferred Stock by the Corporation, or shall deliver an Affidavit of Loss with
respect to such certificates. The Voluntary Conversion Notice shall specify (i) the number of shares of
Convertible Preferred Stock held by such holder, (ii) the name or names in which such holder wishes the
certificate or certificates for Common Stock and Redeemable Preferred Stock to be issued upon such
conversion and (iii) the address to which such holder wishes delivery to be made of such new certificates to be
issued upon such conversion. The issuance by the Corporation of shares of Common Stock and Redeemable
Preferred Stock upon a conversion of Convertible Preferred Stock pursuant to Section A.6(a) hereof shall be
effective as of the surrender of the certificate or certificates for the Convertible Preferred Stock to be converted,
duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers
relating thereto), or as of the delivery of an Affidavit of Loss. Upon surrender of a certificate representing
Convertible Preferred Stock for conversion, or delivery of an Affidavit of Loss, the Corporation shall issue and
send by hand delivery, by courier or by first class mail (postage prepaid) to the holder thereof or to such

Proxy Statement
holder’s designee, at the address designated by such holder, certificates for the number of shares of Common
Stock and Redeemable Preferred Stock to which such holder shall be entitled upon conversion. The issuance of
certificates for Common Stock and Redeemable Preferred Stock upon conversion of Convertible Preferred
Stock will be made without charge to the holders of such shares for any issuance tax in respect thereof or other
costs incurred by the Corporation in connection with such conversion and the related issuance of such stock.
Notwithstanding anything to the contrary set forth in this Section A.6(d), in the event that the holders of shares
of Convertible Preferred Stock elect to convert such shares pursuant to Section A.6(a) in connection with any
Liquidation Event, Extraordinary Transaction not constituting a QET or initial public offering not constituting a
QPO, (i) the Voluntary Conversion Notice shall be delivered to the Corporation prior to the effective date of or
record date for (as applicable) such Liquidation Event, Extraordinary Transaction or initial public offering and
such Voluntary Conversion Notice shall be effective as of, and shall in all cases be subject to, the occurrence of
such Liquidation Event or closing of such Extraordinary Transaction or initial public offering and (ii) if such
Liquidation Event, Extraordinary Transaction or initial public offering occurs, all outstanding shares of
Convertible Preferred Stock shall be deemed to have been converted into shares of Common Stock and
Redeemable Preferred Stock immediately prior thereto, provided that the Corporation shall make appropriate
provisions (x) for the Common Stock issued upon such conversion to be treated on the same basis as all other
Common Stock in such Liquidation Event, Extraordinary Transaction or initial public offering provided that the
foregoing shall not be construed to provide or require the registration of any shares of Common Stock for sale
and (y) for the payment of the Redeemable Liquidation Preference Amount (as defined in Section B.4) in
connection with any Liquidation Event or the redemption of the Redeemable Preferred Stock (issued upon such
conversion) upon election of such redemption in connection with any Extraordinary Transaction or initial public
offering, if applicable, as provided herein. In the event of any public offering constituting a QPO or an
Extraordinary Transaction constituting a QET, the provisions of Section A.5(e) shall apply.

(e) Procedure for Automatic Conversion. As of, and in all cases subject to, the closing of a QPO or QET
(the “Automatic Conversion Date”), all outstanding shares of Convertible Preferred Stock shall be converted
automatically into shares of Common Stock and Redeemable Preferred Stock at the applicable conversion rates
specified in Section A.6(a) and without any further action by the holders of such shares and whether or not the
certificates representing such shares of Convertible Preferred Stock are surrendered to the Corporation or its
transfer agent; provided, however, that all holders of Convertible Preferred Stock shall be given prior written
notice of the occurrence of a QPO or QET in accordance with Section A.9 hereof. The Corporation shall not be
obligated to issue certificates evidencing the shares of Redeemable Preferred Stock or Common Stock issuable
on the Automatic Conversion Date (or the payment for the shares of Redeemable Preferred Stock which are
redeemed immediately after such automatic conversion as provided below and in Section B.5(a)(i)) unless

A-7
 certificates evidencing such shares of the Convertible Preferred Stock being converted, or an Affidavit or
Affidavits of Loss with respect to such certificates, are delivered to the Corporation or its transfer agent. On the
Automatic Conversion Date, all rights with respect to the Convertible Preferred Stock so converted shall
terminate, except any of the rights of the holders thereof upon surrender of their certificate or certificates
therefor or delivery of an Affidavit of Loss thereof to receive certificates for the number of shares of Common
Stock and Redeemable Preferred Stock into which such Convertible Preferred Stock has been converted (or the
payment to which such holder is entitled as provided below and in Section B.5(a)(i)). Certificates surrendered
for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form
satisfactory to the Corporation, duly executed by the registered holder or by his or its attorney duly authorized
in writing. Upon surrender of such certificates or Affidavit of Loss the Corporation shall issue and deliver to
such holder, promptly (and in any event in such time as is sufficient to enable such holder to participate in such
QPO or QET) at such office and in its name as shown on such surrendered certificate or certificates, a
certificate or certificates for the number of shares of Common Stock and number of shares of Redeemable
Preferred Stock into which the shares of the Convertible Preferred Stock surrendered were convertible on the
Automatic Conversion Date. Notwithstanding anything to the contrary set forth in this Section A.6(e), the
Corporation may deliver, in lieu of certificates for Redeemable Preferred Stock, a payment in an amount and
form determined pursuant to Section B.5(b) hereof on account of the redemption of such Redeemable Preferred
Stock, and upon such payment the Redeemable Preferred Stock into which such Convertible Preferred Stock
would have been converted shall be deemed to have been issued and redeemed by the Corporation.
Proxy Statement

(f) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock and Redeemable Preferred Stock solely
for the purpose of effecting the conversion of the shares of Convertible Preferred Stock such number of its
shares of Common Stock and Redeemable Preferred Stock as shall from time to time be sufficient to effect the
conversion of all outstanding shares of Convertible Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock and Redeemable Preferred Stock shall not be sufficient to
effect the conversion of all then outstanding shares of Convertible Preferred Stock, the Corporation will take
such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock and
Redeemable Preferred Stock to such number of shares as shall be sufficient for such purpose.
(g) No Closing of Transfer Books. The Corporation shall not close its books against the transfer of shares
of Convertible Preferred Stock in any manner which would interfere with the timely conversion of any shares
of Convertible Preferred Stock.
7. Adjustments. The Conversion Price and Conversion Value in effect from time to time shall be subject to
adjustment from and after June 18, 1997, and regardless of whether any shares of Convertible Preferred Stock are
then issued and outstanding as follows:

(a) Adjustments to Conversion Price.

(i) Stock Dividends, Subdivisions and Combinations. Upon the issuance of additional shares of Common
Stock as a dividend or other distribution on outstanding Common Stock, the subdivision of outstanding shares
of Common Stock into a greater number of shares of Common Stock, or the combination of outstanding shares
of Common Stock into a smaller number of shares of the Common Stock, the Conversion Price shall,
simultaneously with the happening of such dividend, subdivision or split be adjusted by multiplying the then
effective Conversion Price by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event. An adjustment made pursuant to this
Section A.7(a)(i) shall be given effect, upon payment of such a dividend or distribution, as of the record date
for the determination of stockholders entitled to receive such dividend or distribution (on a retroactive basis)
and in the case of a subdivision or combination shall become effective immediately as of the effective date
thereof.
(ii) Sale of Common Stock. In the event the Corporation shall at any time, or from time to time, issue, sell
or exchange any shares of Common Stock including shares held in the Corporation’s treasury but excluding up

A-8
to an aggregate 3,735,479 shares of Common Stock (as appropriately adjusted for stock splits, stock dividends
and the like) issued to officers, Directors, employees of, or consultants, advisors, independent contractors to the
Corporation or the Corporation’s Employee Stock Ownership Plan (the “ESOP”) (collectively, “Eligible
Employees”) pursuant to the Corporation’s 1995 Stock Option Plan, 1997 Stock Option Plan or ESOP
(collectively, the “Plans”) or upon the exercise of options or other rights issued to such Eligible Employees
pursuant to the Plans (collectively, the “Excluded Shares”), for a consideration per share less than the
Conversion Price in effect immediately prior to the issuance, sale or exchange of such shares, then, and
thereafter successively upon each such issuance, sale or exchange, the Conversion Price in effect immediately
prior to the issuance, sale or exchange of such shares shall forthwith be reduced to an amount determined by
multiplying such Conversion Price by a fraction:
(A) the numerator of which shall be (X) the number of shares of Common Stock of all classes
outstanding immediately prior to the issuance of such additional shares of Common Stock (excluding
treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any
outstanding Convertible Preferred Stock, options, warrants, rights or convertible securities), plus (Y) the
number of shares of Common Stock which the net aggregate consideration received by the Corporation for
the total number of such additional shares of Common Stock so issued would purchase at the Conversion
Price (prior to adjustment), and
(B) the denominator of which shall be (X) the number of shares of Common Stock of all classes

Proxy Statement
outstanding immediately prior to the issuance of such additional shares of Common Stock (excluding
treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any
outstanding Convertible Preferred Stock, options, warrants, rights or convertible securities), plus (Y) the
number of such additional shares of Common Stock so issued.
(iii) Sale of Options, Rights or Convertible Securities. In the event the Corporation shall at any time or
from time to time, issue options, warrants or rights to subscribe for shares of Common Stock, or issue any
securities convertible into or exchangeable for shares of Common Stock (other than any options or warrants for
Excluded Shares), for a consideration per share (determined by dividing the Net Aggregate Consideration (as
determined below) by the aggregate number of shares of Common Stock that would be issued if all such
options, warrants, rights or convertible securities were exercised or converted to the fullest extent permitted by
their terms) less than the Conversion Price in effect immediately prior to the issuance of such options or rights
or convertible or exchangeable securities, the Conversion Price in effect immediately prior to the issuance of
such options, warrants or rights or securities shall be reduced to an amount determined by multiplying such
Conversion Price by a fraction:
(A) the numerator of which shall be (X) the number of shares of Common Stock of all classes
outstanding immediately prior to the issuance of such options, rights or convertible securities (excluding
treasury shares but including all shares of Common Stock issuable upon conversion or exercise of any
outstanding Convertible Preferred Stock, options, warrants, rights or convertible securities), plus (Y) the
number of shares of Common Stock which the total amount of consideration received by the Corporation
for the issuance of such options, warrants, rights or convertible securities plus the minimum amount set
forth in the terms of such security as payable to the Corporation upon the exercise or conversion thereof
(the “Net Aggregate Consideration”) would purchase at the Conversion Price prior to adjustment, and
(B) the denominator of which shall be (X) the number of shares of Common Stock of all classes
outstanding immediately prior to the issuance of such options, warrants, rights or convertible securities
(excluding treasury shares but including all shares of Common Stock issuable upon conversion or exercise
of any outstanding Convertible Preferred Stock, options, warrants, rights or convertible securities), plus
(Y) the aggregate number of shares of Common Stock that would be issued if all such options, warrants,
rights or convertible securities were exercised or converted.
(iv) Expiration or Change in Price. If the consideration per share provided for in any options or rights to
subscribe for shares of Common Stock or any securities exchangeable for or convertible into shares of
Common Stock changes at any time, the Conversion Price in effect at the time of such change shall be
readjusted to the Conversion Price which would have been in effect at such time had such options or

A-9
 convertible securities provided for such changed consideration per share (determined as provided in
Section A.7(a)(iii) hereof), at the time initially granted, issued or sold; provided, that such adjustment of the
Conversion Price will be made only as and to the extent that the Conversion Price effective upon such
adjustment remains less than or equal to the Conversion Price that would be in effect if such options, rights or
securities had not been issued. No adjustment of the Conversion Price shall be made under this Section A.7(a)
upon the issuance of any additional shares of Common Stock which are issued pursuant to the exercise of any
warrants, options or other subscription or purchase rights or pursuant to the exercise of any conversion or
exchange rights in any convertible securities if an adjustment shall previously have been made upon the
issuance of such warrants, options or other rights. Any adjustment of the Conversion Price shall be disregarded
if, as, and when the rights to acquire shares of Common Stock upon exercise or conversion of the warrants,
options, rights or convertible securities which gave rise to such adjustment expire or are canceled without
having been exercised, so that the Conversion Price effective immediately upon such cancellation or expiration
shall be equal to the Conversion Price in effect at the time of the issuance of the expired or canceled warrants,
options, rights or convertible securities, with such additional adjustments as would have been made to that
Conversion Price had the expired or canceled warrants, options, rights or convertible securities not been issued.

(b) Adjustment to Conversion Value upon Certain QPOs. As set forth below, upon a QPO in which the Price to
Public (as defined in Section A.6(b)) is 1.25 times or greater but less than two (2) times the Conversion Price, for
the purpose of determining the number of shares of Common Stock to be issued upon conversion of the Convertible
Proxy Statement

Preferred Stock in connection therewith, the Conversion Value shall be adjusted prior to the closing and conversion
by multiplying the Conversion Value then in effect by the applicable Conversion Value Multiplier set forth below.
The Conversion Value Multiplier is determined according to (i) the closing date of such offering and (ii) the Price to
Public expressed as a multiple of the Conversion Price. The Conversion Value Multiplier with respect to any
multiple of the Conversion Price between any of the data points in any column below shall be determined by linear
interpolation (for example, given a QPO on July 1, 1997 with a Price to Public equal to 1.625 times the Conversion
Price, the Conversion Value Multiplier would be 1.0355).
Price to Public Per Share Expressed
as Multiple of Conversion Price Conversion Value Multiplier
On or Before After On or Before After
June 18, 1998 June 18, 1998 June 18, 1999 June 18, 1999

1.75X 2.0X 1.0 1.0

1.5X 1.75X 1.071 1.086
1.25X 1.5X 1.167 1.20
1.25X 1.30 1.36

(c) Other Adjustments. In the event the Corporation shall make or issue, or fix a record date for the
determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in securities
of the Corporation other than shares of Common Stock, then and in each such event lawful and adequate provision
shall be made so that the holders of Convertible Preferred Stock shall receive upon conversion thereof in addition to
the number of shares of Common Stock receivable thereupon, the number of securities of the Corporation which
they would have received had their Convertible Preferred Stock been converted into Common Stock and
Redeemable Preferred Stock on the date of such event and had they thereafter, during the period from the date of
such event to and including the date of conversion, retained such securities receivable by them as aforesaid during
such period, giving application to all adjustments called for during such period under this Section A.7 as applied to
such distributed securities.

If the Common Stock issuable upon the conversion of the Convertible Preferred Stock shall be changed into the
same or different number of shares of any class or classes of stock, whether by reclassification or otherwise (other
than a subdivision or combination of shares or stock dividend provided for above, or a reorganization, merger,
consolidation or sale of assets provided for elsewhere in this Section A.7), then and in each such event the holder of
each share of Convertible Preferred Stock shall have the right thereafter to convert such share into the kind and
amount of shares of stock and other securities and property receivable upon such reorganization, reclassification or
other change, by holders of the number of shares of Common Stock into which such shares of Convertible Preferred

A-10
Stock might have been converted immediately prior to such reorganization, reclassification or change, all subject to
further adjustment as provided herein.
(d) Mergers and Other Reorganizations. Unless such transaction is a QET (in which case Section A.6(b) shall
apply and this subsection shall not apply), if at any time or from time to time there shall be a capital reorganization
of the Common Stock (other than a subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this Section A.7) or a merger or consolidation of the Corporation with or into another Corporation or
the sale of all or substantially all of the Corporation’s properties and assets to any other person, then, as a part of
and as a condition to the effectiveness of such reorganization, merger, consolidation or sale, lawful and adequate
provision shall be made so that the holders of the Convertible Preferred Stock shall thereafter be entitled to receive
upon conversion of the Convertible Preferred Stock the number of shares of stock or other securities or property of
the Corporation or of the successor Corporation resulting from such merger or consolidation or sale, to which a
holder of Common Stock deliverable upon conversion would have been entitled on such capital reorganization,
merger, consolidation, or sale. In any such case, appropriate provisions shall be made with respect to the rights of
the holders of the Convertible Preferred Stock after the reorganization, merger, consolidation or sale to the end that
the provisions of this Section A.7 (including without limitation provisions for adjustment of the Conversion Price
and the number of shares purchasable upon conversion of the Convertible Preferred Stock) shall thereafter be
applicable, as nearly as may be, with respect to any shares of stock, securities or assets to be deliverable thereafter
upon the conversion of the Convertible Preferred Stock.

Proxy Statement
(e) All calculations under this Section A.7 shall be made to the nearest cent or to the nearest one hundredth (1/
100) of a share, as the case may be.
(f) Upon the occurrence of each adjustment or readjustment pursuant to this Section A.7, the Corporation at its
expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare
and furnish to each holder of Convertible Preferred Stock a certificate setting forth such adjustment or readjustment
and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon
written request at any time of any holder of Convertible Preferred Stock, furnish or cause to be furnished to such
holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Prices before and
after such adjustment or readjustment, and (iii) the number of shares of Common Stock and Redeemable Preferred
Stock and the amount, if any, of other property which at the time would be received upon the conversion of such
holder’s shares of Convertible Preferred Stock.
8. Covenants. So long as any shares of Convertible Preferred Stock (or Redeemable Preferred Stock, as
applicable) shall be outstanding, the Corporation shall not, without first having provided the written notice of such
proposed action to each holder of outstanding shares of Convertible Preferred Stock (or Redeemable Preferred
Stock, as applicable) and having obtained the affirmative vote or written consent of the holders of not less than
sixty-six and two-thirds percent in voting power of the outstanding shares of Convertible Preferred Stock (or
Redeemable Preferred Stock, as applicable), voting as a single class, with each share of Convertible Preferred Stock
(or Redeemable Preferred Stock, as applicable) entitling the holder thereof to one vote per share of Convertible
Preferred Stock held by such holder:
(a) unless such transaction is a QET, effect (I) any Extraordinary Transaction or other sale or transfer of
all or substantially all of the properties and assets of any subsidiary of the Corporation, (II) any recapitalization
of the Corporation or (III) any other transaction or series of related transactions in which more than 50% of the
voting power of the Corporation is transferred;
(b) dissolve, liquidate or wind up its operations;
(c) directly or indirectly redeem, purchase, or otherwise acquire for consideration any shares of its
Common Stock or any other class of its capital stock except for (i) redemption of Convertible Preferred Stock
or Redeemable Preferred Stock pursuant to and as provided in this Certificate of Incorporation, (ii) repurchase
of up to 1,101,471 shares of Common Stock from the stockholders of the Company pursuant to a Repurchase
Agreement dated June 18, 1997, or (iii) redemption or repurchase of Common Stock issued pursuant to the
Plans from Eligible Employees (as defined in Section A.7(a)(ii)) pursuant to an agreement containing vesting
and/or repurchase provisions approved by the Board of Directors of the Corporation or a committee thereof;

A-11
 (d) propose or adopt any amendment to this Article IV, or any other amendment to this Certificate of
Incorporation or the Corporation’s By-Laws that eliminates, amends or restricts or otherwise adversely affects
the rights and preferences of the Convertible Preferred Stock or the Redeemable Preferred Stock, or increase
the authorized shares of Convertible Preferred Stock or Redeemable Preferred Stock;
(e) declare or make dividend payments on any shares of Common Stock or any other class of the
Corporation’s capital stock;
(f) create, or obligate itself to create, any class or series of shares having preference over or being on a
parity with the Convertible Preferred Stock or the Redeemable Preferred Stock;
(g) increase the size of the Board of Directors to more than seven (7) members; or
(h) except as provided in the Corporation’s 1997 Management Bonus Plan, pay any bonuses to the
Corporation’s executive officers unless any such bonus shall have been unanimously approved by the
compensation committee of the Board of Directors.
Further, the Corporation and each subsidiary of the Corporation shall not, by amendment of this Certificate of
Incorporation or through any Extraordinary Transaction or other reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the Corporation and each subsidiary
Proxy Statement

of the Corporation but shall at all times in good faith assist in the carrying out of all the provisions of this
Article IV and in the taking of all such action as may be necessary or appropriate in order to protect the rights of
the holders of the Convertible Preferred Stock and the Redeemable Preferred Stock set forth in this Certificate
against impairment. Any successor to the Corporation or any subsidiary of the Corporation shall agree, as a
condition to such succession, to carry out and observe the obligations of the Corporation hereunder with respect to
the Convertible Preferred Stock and the Redeemable Preferred Stock.
9. Notice.
(a) Liquidation Events, Extraordinary Transactions, Etc. In the event (i) the Corporation establishes a record
date to determine the holders of any class of securities who are entitled to receive any dividend or other distribution
or who are entitled to vote at a meeting (or by written consent) in connection with any of the transactions identified
in clause (ii) hereof, or (ii) any Liquidation Event (as defined in Section A.4), any Extraordinary Transaction, QET
or QPO (each as defined in Section A.6) or any other public offering becomes reasonably likely to occur, the
Corporation shall mail or cause to be mailed by first class mail (postage prepaid) to each holder of Convertible
Preferred Stock (or each holder of Redeemable Preferred Stock, as applicable) at least twenty (20) business days
prior to such record date specified therein or the expected effective date of any such transaction, whichever is
earlier, a notice specifying (A) the date of such record date for the purpose of such dividend or distribution or
meeting or consent and a description of such dividend or distribution or the action to be taken at such meeting or by
such consent, (B) the date on which any such Liquidation Event, Extraordinary Transaction, QET, QPO or other
public offering is expected to become effective, and (C) the date on which the books of the Corporation shall close
or a record shall be taken with respect to any such event.
(b) Waiver of Notice. The holder or holders of not less than sixty-six and two-thirds percent in voting power of
the outstanding shares of Convertible Preferred Stock (or Redeemable Preferred Stock, as applicable) may, at any
time upon written notice to the Corporation, waive any notice provisions specified herein for the benefit of such
holders, and any such waiver shall be binding upon the holders of all such securities.
(c) General. In the event that the Corporation provides any notice, report or statement to any holder of
Common Stock, the Corporation shall at the same time provide a copy of any such notice, report or statement to
each holder of outstanding shares of Convertible Preferred Stock (or Redeemable Preferred Stock, as applicable).
10. No Reissuance of Convertible Preferred Stock. No share or shares of Convertible Preferred Stock
acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all
such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to
issue.

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 B. REDEEMABLE PREFERRED STOCK
1. Designation; Ranking. A total of 2,202,942 shares of the Corporation’s Preferred Stock shall be
designated as Redeemable Preferred Stock, $.01 par value per share (the “Redeemable Preferred Stock”).
2. Election of Directors; Voting.
(a) Election of Directors. The holders of outstanding shares of Redeemable Preferred Stock shall, voting
together as a separate class, be entitled to elect one (1) Director. Such Director shall be the candidate receiving the
highest number of affirmative votes (with each holder of Redeemable Preferred Stock entitled to cast one vote for or
against each candidate with respect to each share of Redeemable Preferred Stock held by such holder) of the
outstanding shares of Redeemable Preferred Stock (the “Redeemable Preferred Stock Director Designee”), with
votes cast against such candidate and votes withheld having no legal effect. The election of the Redeemable
Preferred Stock Director Designee by the holders of the Redeemable Preferred Stock shall occur (i) at the annual
meeting of holders of capital stock, (ii) at any special meeting of holders of capital stock, (iii) at any special
meeting of holders of Redeemable Preferred Stock called by holders of a majority of the outstanding shares of
Redeemable Preferred Stock or (iv) by the unanimous written consent of holders of the outstanding shares of
Redeemable Preferred Stock. Upon conversion of the Convertible Preferred Stock, the Convertible Preferred Stock
Director Designee then serving on the Corporation’s board of directors shall continue in such capacity as the
Redeemable Preferred Stock Designee. If at any time when any share of Redeemable Preferred Stock is outstanding

Proxy Statement
the Redeemable Preferred Stock Director Designee should cease to be a Director for any reason, the vacancy shall
only be filled by the vote or written consent of holders of the outstanding shares of Redeemable Preferred Stock,
voting together as a separate class, in the manner and on the basis specified above.
(b) Voting Generally. Except as set forth above with respect to the election of the Redeemable Preferred Stock
Director Designee, the holders of Redeemable Preferred Stock shall not be entitled to vote on any matters except to
the extent otherwise required under the General Corporation Law of the State of Delaware.
3. Dividends. The holders of outstanding shares of Redeemable Preferred Stock shall be entitled to receive,
out of any funds legally available therefor, cumulative (non-compounding) dividends on the Redeemable Preferred
Stock in cash, at the rate per annum of three percent (3%) of $6.8091 per share (adjusted appropriately for stock
splits, stock dividends, recapitalizations and the like with respect to the Redeemable Preferred Stock), or $.2043 per
share of Redeemable Preferred Stock as of the date this Certificate of Incorporation is first filed with the Delaware
Secretary of State (a “Redeemable Cumulative Dividend”). Such dividends will accrue commencing as of the date
of issuance of the Redeemable Preferred Stock and be cumulative, to the extent unpaid, whether or not they have
been declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the
payment of dividends. Redeemable Cumulative Dividends shall become due and payable with respect to any share
of Redeemable Preferred Stock as provided in Section B.4 and Section B.5. So long as any shares of Redeemable
Preferred Stock are outstanding and the Redeemable Cumulative Dividends have not been paid in full in cash:
(A) no dividend whatsoever shall be paid or declared, and no distribution shall be made, on any capital stock of the
Corporation ranking junior to the Redeemable Preferred Stock; and (B) no shares of capital stock of the Corporation
ranking junior to the Redeemable Preferred Stock shall be purchased, redeemed or acquired by the Corporation and
no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or
acquisition thereof. All numbers relating to the calculation of dividends pursuant to this Section B.3 shall be subject
to equitable adjustment in the event of any stock split, combination, reorganization, recapitalization, reclassification
or other similar event involving a change in the Redeemable Preferred Stock.
4. Liquidation.
(a) Upon any Liquidation Event, each holder of outstanding shares of Redeemable Preferred Stock shall be
entitled to be paid out of the assets of the Corporation available for distribution to stockholders, whether such assets
are capital, surplus, or earnings as follows, and before any amount shall be paid or distributed to the holders of
Common Stock or of any other stock ranking on liquidation junior to the Redeemable Preferred Stock, an amount in
cash equal to the sum of (i) the Redeemable Base Liquidation Amount (as determined in Section B.4(b) below)
multiplied by the number of shares of Redeemable Preferred Stock held by such holder, plus (ii) any accumulated
but unpaid dividends to which such holder of outstanding shares of Redeemable Preferred Stock is entitled pursuant

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 to Section B.3 and B.5(d) hereof, plus (iii) any interest accrued pursuant to Section B.5(c) to which such holder of
outstanding shares of Redeemable Preferred Stock is entitled, plus (iv) any accumulated but unpaid dividends or
other amounts due on or in respect of the shares of Convertible Preferred Stock held by such holder prior to the
conversion of such Convertible Preferred Stock (the “Redeemable Liquidation Preference Amount”); provided,
however, that if, upon any Liquidation Event, the amounts payable with respect to the Redeemable Preferred Stock
are not paid in full, the holders of the Redeemable Preferred Stock shall share ratably in any distribution of assets in
proportion to the full respective preferential amounts to which they are entitled.

(b) The per share “Redeemable Base Liquidation Amount” shall be determined according to (i) the closing
date of the Liquidation Event, QPO, QET, Extraordinary Transaction or public offering (each a “Measurement
Event”) and (ii) (A) in connection with a QPO or public offering, the Price to Public (as defined in Section A.6(b))
expressed as a multiple of the Conversion Price or, (B) in connection with a Liquidation Event, QET, or
Extraordinary Transaction, the value (as determined in Section B.4(c) below, and excluding any amount held in
escrow or otherwise not actually received as of such closing date), expressed as a multiple of the Conversion Price,
of the cash, securities or other consideration distributed, paid or delivered at closing with respect to each share of
Common Stock. The following schedule sets forth the Redeemable Base Liquidation Amount at various data points.
Between data points, the Redeemable Base Liquidation Amount reduces in a linear fashion corresponding to linear
increases in either time (with a day being the smallest unit of measurement), multiple or both. For example, if on
June 18, 1999 the Price to Public or per share value of such consideration were 2.5 times the Conversion Price, the
Proxy Statement

Redeemable Base Liquidation Amount per share would be $5.6743. By way of further example, if on December 18,
1998 the Price to Public or per share value of such consideration were 3.5 times the Conversion Price, the
Redeemable Base Liquidation Amount per share would be $0.00, and each holder would be entitled to receive the
amounts due under clauses (ii) through (iv) of Section B.4(a) above.

Price to Public or
Value of
Consideration
Expressed as Closing Date of Measurement Event
Multiple of On or prior to On or after
Conversion Price December 18, 1998 September 18, 1999 June 18, 2000

2.0X $6.8091 $6.8091 $6.8091

2.5X $3.4046 $6.8091 $6.8091
3.0X $ 0.00 $3.4046 $6.8091
3.5X $ 0.00 $ 0.00 $3.4046
4.0X $ 0.00 $ 0.00 $ 0.00

(c) Valuation of Distribution Securities. For purposes of determining the Redeemable Base Liquidation
Amount, any securities or other consideration to be delivered to the holders of the Common Stock upon completion
of any Measurement Event shall be valued as follows:

(i) If traded on a nationally recognized securities exchange or inter-dealer quotation system, the value
shall be deemed to be the average of the closing prices of the securities on such exchange or system over the
30-day period ending three (3) business days prior to the closing;

(ii) If traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over
the 30-day period ending three (3) business days prior to the closing; and

(iii) If there is no active public market, the value shall be the fair market value thereof, as mutually
determined by the Corporation and the holders of not less than sixty-six and two-thirds percent in voting power
of the outstanding shares of Convertible Preferred Stock, provided that if the Corporation and the holders of
sixty-six and two-thirds percent in voting power of the outstanding shares of Convertible Preferred Stock are
unable to reach agreement, then by independent appraisal by an investment banker hired and paid by the
Corporation, but reasonably acceptable to the holders of sixty-six and two-thirds percent in voting power of the
outstanding shares of Convertible Preferred Stock.

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 5. Redemption.

(a) Redemption Events.

(i) Automatic. Immediately upon and as of, and in all cases subject to, the closing of a QPO or QET, the
Corporation shall redeem all (and not less than all) of the outstanding shares of Redeemable Preferred Stock at
the Redemption Price specified in Section B.5(b); provided that if the Corporation shall receive the proceeds
from such QPO or QET in next-day available funds, such redemption shall occur on the first business day
following such closing.

(ii) Optional.

(A) Upon Certain Transactions. Upon the election of the holder or holders of not less than sixty-six
and two-thirds percent in voting power of the outstanding Redeemable Preferred Stock (or Convertible
Preferred Stock, as applicable, proposing to convert the same in order to effect a redemption of the
Redeemable Preferred Stock received upon such conversion hereunder), the Corporation shall redeem all
(and not less than all, other than pursuant to Section B.5(c) below) of the outstanding shares of
Redeemable Preferred Stock upon the occurrence of an Extraordinary Transaction (as defined in

Proxy Statement
Section A.6) not constituting a QET or, other than a public offering initiated by the holders of Convertible
Preferred Stock or Redeemable Preferred stock, a public offering not constituting a QPO.

(B) Notice. An election pursuant to subparagraph (A) of this Section B.5(a)(ii) shall be made by
such holders giving the Corporation and each other holder of Redeemable Preferred Stock (or Convertible
Preferred Stock, as applicable) not less that five (5) days prior written notice, which notice shall set forth
the date for such redemption.

(b) Redemption Date; Redemption Price. Upon the election of the holders of not less than sixty-six and two-
thirds percent in voting power of the outstanding Redeemable Preferred Stock to cause the Corporation to redeem
the Redeemable Preferred Stock pursuant to Section B.5(a)(ii), all holders of Redeemable Preferred Stock shall be
deemed to have elected to cause the Redeemable Preferred Stock to be so redeemed. Any date upon which a
redemption shall occur in accordance with Section B.5(a) shall be referred to as a “Redemption Date”. The
redemption price for each share of Redeemable Preferred Stock redeemed pursuant to this Section B.5 shall be the
sum of (i) the Redeemable Base Liquidation Amount (as set forth in Section B.4(b) above), plus (ii) any
accumulated but unpaid dividends on such share of Redeemable Preferred Stock pursuant to Section B.3 and
Section B.5(d) hereof, plus (iii) any interest accrued with respect to such share of Convertible Preferred Stock
pursuant to Section B.5(c), plus (iv) any accumulated but unpaid dividends or other amounts due on or in respect of
the share of Convertible Preferred Stock from which such share of Redeemable Preferred Stock was converted (the
“Redemption Price”). Except as holders of sixty-six and two-thirds percent of the Redeemable Preferred Stock shall
otherwise agree, the Redemption Price shall be payable in cash in immediately available funds to the respective
holders of the Redeemable Preferred Stock on the Redemption Date; provided, however, that upon a QPO in which
the Price to Public (as defined in Section A.6(b)) is 1.25 times or greater but less than two (2) times the Conversion
Price, the portion of the Redemption Price representing the Redeemable Base Liquidation Amount shall be payable
in a combination of cash and promissory notes, which promissory notes will have a maturity date equal to one year
after the Redemption Date, shall bear interest at the per annum rate equal to the greater of (x) 12% or (y) 5% over
the Citibank prime rate published in the Wall Street Journal on the Redemption Date and shall contain other
customary terms and provisions (“Promissory Notes”), as set forth below, and the remaining portions of the
Redemption Price set forth in clause (ii) through (iv) of this Section B.5(b) shall be paid in cash. The per share
amount of cash and amount of Promissory Notes is determined according to (i) the closing date of such offering and
(ii) the Price to Public expressed as a multiple of the Conversion Price. The per share amount of cash and amount of
Promissory Notes with respect to any multiple of the Conversion Price between any of the data points in any
column below shall be determined by linear interpolation (for example, given a QPO on July 1, 1997 with a Price to

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 Public equal to 1.625 times the Conversion Price, the Redemption Price shall be payable $6.2417 in cash and $.5674
in Promissory Notes).
Price to Public as Multiple of Combination of Cash
Conversion Price and Promissory Notes
On or Before After Cash Payment Promissory Note
June 18, 1998 June 18, 1998 Amount Per Share Amount Per Share

1.75X 2.0X $6.8091 $ 0.00

1.5X 1.75X $5.6743 $1.1348
1.25X 1.5X $4.5394 $2.2697
1.25X $4.5394 $2.2697
Until the full Redemption Price, including any interest thereon, has been paid to such holders in cash (or cash
and Promissory Notes, as provided above) for all shares of Redeemable Preferred Stock redeemed as of the
applicable Redemption Date: (A) no dividend whatsoever shall be paid or declared, and no distribution shall be
made, on any capital stock of the Corporation; and (B) no shares of capital stock of the Corporation (other than the
Redeemable Preferred Stock in accordance with this Section B.5 or shares of capital stock the repurchase of which
is required pursuant to the provisions of ERISA or any like statutory requirement) shall be purchased, redeemed or
acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for
the purchase, redemption or acquisition thereof.
Proxy Statement

(c) Redemption Prohibited. If, at a Redemption Date, the Corporation is prohibited under the General
Corporation Law of the State of Delaware from redeeming all shares of Redeemable Preferred Stock for which
redemption is required hereunder, then it shall redeem such shares on a pro-rata basis among the holders of
Redeemable Preferred Stock in proportion to the full respective redemption amounts to which they are entitled
hereunder to the extent possible and shall redeem the remaining shares to be redeemed as soon as the Corporation is
not prohibited from redeeming some or all of such shares under the General Corporation Law of the State of
Delaware, subject to the last paragraph of Section A.8. The shares of Redeemable Preferred Stock not redeemed
shall remain outstanding and entitled to all of the rights and preferences provided in this Article IV. In the event that
the Corporation fails to redeem shares for which redemption is required pursuant to Section B.5, then during the
period from the applicable Redemption Date through the date on which such shares are redeemed, the applicable
Redemption Price of such shares plus additional dividends that accumulate in respect of such shares under
Section B.5(d) shall bear interest at the per annum rate of the greater of (i) 12% or (ii) 5% over the Citibank prime
rate published in the Wall Street Journal on such Convertible Preferred Redemption Date, compounded annually;
provided, however, that in no event shall such interest exceed the maximum permitted rate of interest under
applicable law (the “Maximum Permitted Rate”). In the event that fulfillment of any provision hereof results in such
rate of interest being in excess of the Maximum Permitted Rate, the obligation to be fulfilled shall automatically be
reduced to eliminate such excess; provided, however, that any subsequent increase in the Maximum Permitted Rate
shall be retroactively effective to the applicable Preferred Redemption Date.
(d) Dividend After Redemption Date. From and after a Redemption Date, no shares of Redeemable Preferred
Stock subject to redemption shall be entitled to any further dividends pursuant to Section B.3 hereof; provided,
however, that in the event that shares of Redeemable Preferred Stock are unable to be redeemed and continue to be
outstanding in accordance with Section B.5(c), such shares shall continue to be entitled to dividends and interest
thereon as provided in Sections B.3 and B.5(c) until the date on which such shares are actually redeemed by the
Corporation.
(e) Surrender of Certificates. Upon receipt of the applicable Redemption Price by certified check or wire
transfer, each holder of shares of Redeemable Preferred Stock to be redeemed shall surrender the certificate or
certificates representing such shares to the Corporation, duly assigned or endorsed for transfer (or accompanied by
duly executed stock powers relating thereto), or shall deliver an Affidavit of Loss with respect to such certificates at
the principal executive office of the Corporation or the office of the transfer agent for the Redeemable Preferred
Stock or such office or offices in the continental United States of an agent for redemption as may from time to time
be designated by notice to the holders of Redeemable Preferred Stock (or the holders of Convertible Preferred
Stock, as applicable), and each surrendered certificate shall be canceled and retired; provided, however, that if the
holder has exercised its redemption right pursuant to Section B.5(a)(ii)(A), the holder shall not be required to

A-16
surrender said certificate(s) to the Corporation until said holder has received a new stock certificate for those shares
of Redeemable Preferred Stock not so redeemed.
6. Notice. In the event that the Corporation provides or is required to provide notice to any holder of
Convertible Preferred Stock or any holder of Common Stock in accordance with the provisions of this Certificate of
Incorporation (including the provisions of Section A.9) and/or the Corporation’s by-laws, the Corporation shall at
the same time provide a copy of any such notice to each holder of outstanding shares of Redeemable Preferred
Stock.
7. No Reissuance of Redeemable Preferred Stock. No share or shares of Redeemable Preferred Stock
acquired by the Corporation by reason of redemption, purchase, conversion or otherwise shall be reissued, and all
such shares shall be canceled, retired and eliminated from the shares which the Corporation shall be authorized to
issue.
8. Covenants. So long as any shares of Redeemable Preferred Stock shall be outstanding the provisions of
Section A.8 shall apply to all shares of Redeemable Preferred Stock as if such shares were shares of Convertible
Preferred Stock.

C. SERIES B PREFERRED STOCK

Proxy Statement
1. Designation and Amount. The shares of such series shall be designated as Series B Preferred Stock (the
“Series B Preferred Stock”); $0.01 par value per share, and the number of shares constituting such series shall be
1,000,000.
2. Dividends and Distributions.
(A) The dividend rate on the shares of Series B Preferred Stock shall be for each quarterly dividend
(hereinafter referred to as a “quarterly dividend period”), which quarterly dividend periods shall commence on
January 1, April 1, July 1 and October 1 each year (each such date being referred to herein as a “Quarterly
Dividend Payment Date”) (or in the case of original issuance, from the date of original issuance) and shall end on
and include the day next preceding the first date of the next quarterly dividend period, at a rate per quarterly
dividend period (rounded to the nearest cent) equal to the greater of (a) 625.00 or (b) subject to the provisions for
adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the
aggregate share amount (payable in cash, based upon the fair market value at the time the non-cash dividend or
other distribution is declared as determined in good faith by the Board of Directors) of all non-cash dividends or
other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared (but not withdrawn) on the Common Stock, par
value $0.001 Par value of Common Stock per share, of the Corporation (the “Common Stock”) during the
immediately preceding quarterly dividend period, or, with respect to the first quarterly dividend period, since the
first issuance of any share or fraction of a share of Series B Preferred Stock. In the event this Company shall at any
time after February 28, 2001 (the “Rights Declaration Date”) (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series B
Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
(B) Dividends shall begin to accrue and be cumulative on outstanding shares of Series B Preferred Stock from
the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series B Preferred Stock,
unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date
of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of
shares of Series B Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend
Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly
Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of

A-17
 Series B Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable
on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of shares of Series B Preferred Stock
entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than
45 days prior to the date fixed for the payment thereof.
3. Voting Rights. The holders of shares of Series B Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each share of Series B Preferred Stock
shall entitle the holder thereof to 100 votes on all matters submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series B Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying such number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in the Certificate of Incorporation or by law, the holders of
shares of Series B Preferred Stock and the holders of shares of Common Stock shall vote together as one class
Proxy Statement

on all matters submitted to a vote of stockholders of the Corporation.

(C) Except as set forth herein, in the Certificate of Incorporation and in the By-laws, holders of Series B
Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent
they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.
4. Reacquired Shares. Any shares of Series B Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued
as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors,
subject to the conditions and restrictions on issuance set forth herein.
5. Liquidation, Dissolution or Winding Up. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Series B Preferred Stock shall be entitled to receive
the greater of (a) $25,000.00 per share, plus accrued dividends to the date of distribution, whether or not earned or
declared, or (b) an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times
the aggregate amount to be distributed per share to holders of Common Stock. In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, then in each such case the amount to which holders of shares of Series B Preferred
Stock were entitled immediately prior to such event pursuant to clause (b) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
6. Consolidation, Merger, Etc. In case the Corporation shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are exchanged for or changed into other
stock or securities, cash and/or any other property, then in any such case the shares of Series B Preferred Stock shall
at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend
on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of shares of Series B Preferred Stock shall be
adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common

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Stock outstanding immediately after such event and the denominator of which is the number of shares of Common
Stock that were outstanding immediately prior to such event.
7. No Redemption. The shares of Series B Preferred Stock shall not be redeemable.
8. Fractional Shares. Series B Preferred Stock may be issued in fractions of a share which shall entitle the
holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in
distributions and have the benefit of all other rights of holders of Series B Preferred Stock. All payments made with
respect to fractional shares hereunder shall be rounded to the nearest whole cent.
9. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions payable on the Series B Preferred Stock
as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions,
whether or not declared, on shares of Series B Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise
acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series B Preferred Stock;
(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity

Proxy Statement
(either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock, except
dividends paid ratably on the Series B Preferred Stock and all such parity stock on which dividends are payable
or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the Series B Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity
stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series B Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares of Series B Preferred Stock, or any shares
of stock ranking on a parity with the Series B Preferred Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of Directors) to all holders of such shares upon
such terms as the Board of Directors, after consideration of the respective annual dividend rates and other
relative rights and preferences of the respective series and classes shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for
consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this
Section 9, purchase or otherwise acquire such shares at such time and in such manner.
10. Ranking. The Series B Preferred Stock shall be junior to all other Series of the Corporation’s preferred
stock as to the payment of dividends and the distribution of assets, unless the terms of any series shall provide
otherwise.
11. Amendment. The Certificate of Incorporation of the Corporation shall not be amended in any manner
which would materially alter or change the powers, preferences or special rights of the Series B Preferred Stock so
as to affect them adversely without the affirmative vote of the holders of two-thirds or more of the outstanding
shares of Series B Preferred Stock voting together as a single class.

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 D. COMMON STOCK
1. Designation; Ranking. A total of 400,000,000 shares of the Corporation’s common stock shall be
designated as Common Stock, $.01 par value per share (the “Common Stock”).
2. Voting.
(a) Election of Directors. The holders of Common Stock voting together with the holders of outstanding
Convertible Preferred Stock as a single class, shall be entitled to elect all of the Directors of the Corporation, other
than the Directors who are subject to election by the holders of Convertible Preferred Stock or Redeemable Preferred
Stock as a separate class for so long as any shares of Convertible Preferred Stock or Redeemable Preferred Stock
remain outstanding, and thereafter shall be entitled to elect all of the Directors of the Corporation. The election of
such Directors shall occur at the annual meeting of holders of capital stock or at any special meeting called and held
in accordance with the by-laws of the Corporation. Subject to the rights of the holders of any series of Preferred Stock
then outstanding, newly created directorships resulting from any increase in the authorized number of Directors or any
vacancies in the Board of Directors resulting from death, resignation or other cause (other than the removal from
office by a vote of the stockholders) may be filled only by a majority vote of the Directors then in office, though less
than a quorum. Directors so chosen shall hold office for a term expiring at the next annual meeting of the stockholders
at which the term of office to which they have been elected expires and until their respective successors are elected,
except that in the case of death or resignation of any Director, in which case the Director so chosen shall hold office
Proxy Statement

for a term expiring at the next annual meeting of stockholders. No decrease in the number of directors constituting the
Board of Directors shall shorten the term of any incumbent Director.
(b) Other Voting. The holder of each share of Common Stock shall be entitled to one vote for each such share
as determined on the record date for the vote or consent of stockholders and shall vote together with the holders of
the Convertible Preferred Stock as a single class upon any items submitted to a vote of stockholders, except as
otherwise provided herein.
3. Dividends. Subject to the payment in full of all preferential dividends to which the holders of the
Convertible Preferred Stock and the Redeemable Preferred Stock are entitled hereunder, the holders of Common
Stock shall be entitled to receive dividends out of funds legally available therefor at such times and in such amounts
as the Board of Directors may determine in its sole discretion. The Board of Directors shall give the holders of
Convertible Preferred Stock twenty (20) days prior written notice of the declaration of any such dividends, and the
record date for such dividends shall not precede the expiration of such twenty (20) day period.
4. Liquidation. Upon any Liquidation Event, after the payment or provision for payment of all debts and
liabilities of the Corporation and all preferential amounts to which the holders of Convertible Preferred Stock or
Redeemable Preferred Stock, as applicable, are entitled with respect to the distribution of assets in liquidation, the
holders of Common Stock (and, to the extent applicable under Section A.4(a), Convertible Preferred Stock) shall be
entitled to share ratably in the remaining assets of the Corporation available for distribution.
5. Fractional Shares; Uncertificated Shares. The Corporation may issue fractional shares (up to five decimal
places) of Common Stock. Fractional shares shall be entitled to dividends (on a pro rata basis), and the holders of
fractional shares shall be entitled to all rights as stockholders of the Corporation to the extent provided herein and
under applicable law in respect of such fractional shares. Shares of Common Stock, or fractions thereof, may, but
need not be represented by share certificates. Such shares, or fractions thereof, not represented by share certificates
(the “Uncertificated Common Shares”) shall be registered in the stock records book of the Corporation. The
Corporation at any time at its sole option may deliver to any registered holder of such shares share certificates to
represent Uncertificated Common Shares previously issued (or deemed issued) to such holder.

ARTICLE V
In furtherance of and not in limitation of powers conferred by statute, it is further provided:
1. Board of Directors.
(a) Election of Directors need not be by written ballot unless the by-laws of the Corporation so provide.

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 (b) Subject to Section A.8(g) hereof, the number of directors shall be fixed from time to time exclusively by
the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors
(whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is
presented to the Board for adoption). Following the Corporation’s first QPO, the directors shall be divided into three
classes with the term of office of the first class to expire at the annual meeting of the stockholders held in 2000; the
term of office of the second class to expire at the meeting of the stockholders held in 2001; the term of office of the
third class to expire at the annual meeting of the stockholders in 2002; and thereafter for each such term to expire at
each third succeeding annual meeting of stockholders after such election. Subject to the rights of the holders of any
series of Preferred Stock then outstanding, a vacancy resulting from the removal of a director by the stockholders as
provided in Article V, Section 3 below may be filled at a special meeting of the stockholders held for that purpose.
2. Bylaws. Except as set forth in Section A.8(c), the Board of Directors is expressly authorized to adopt,
amend, or repeal the by-laws of the Corporation to the extent specified therein. Following the Corporation’s first
QPO, the by-laws of the Corporation may be amended or repealed, and new by-laws may be adopted, by the
affirmative vote of the holders of at least a majority of the outstanding voting power of all the then outstanding
shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together
as a single class, or by a vote of at least a majority of the number of directors of the Corporation then authorized, in
the manner prescribed by the laws of the State of Delaware.

Proxy Statement
3. Removal. Following the Corporation’s first QPO any director or the entire Board of Directors may be
removed from office before the expiration of the applicable term of office only with cause.

ARTICLE VI
Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide.
Any action taken by the written consent of the stockholders of the Corporation must include the consent of the
holder or holders of not less than a majority in voting power of the outstanding shares of Convertible Preferred
Stock (or Redeemable Preferred Stock, as applicable). Following the closing of the Corporation’s first QPO, the
stockholders may no longer take action by written consent and may act only at an annual or special meeting.

ARTICLE VII
To the extent permitted by law, the books of the Corporation may be kept outside the State of Delaware at such
place or places as may be designated in the by-laws of the Corporation or from time to time by its Board of
Directors.

ARTICLE VIII
No person shall be personally liable to the Corporation or its stockholders for monetary damages for breach of
his or her fiduciary duty as a Director of the Corporation, except for liability (a) for any breach of the Director’s
duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (c) under Section 174 of the General Corporation Law of the
State of Delaware, or (d) for any transaction from which the Director derived an improper personal benefit. If the
General Corporation Law of the State of Delaware is amended after the effective date of this Restated Certificate of
Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the
liability of each past or present Director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so amended.
Any repeal or modification of this Article VIII by (a) the stockholders of the Corporation or (b) an amendment
to the General Corporation Law of the State of Delaware (unless such statutory amendment specifically provides to
the contrary) shall not adversely affect any right or protection existing at the time of such repeal or modification
with respect to any acts or omissions occurring either before or after such repeal or modification, of a person
serving as a Director prior to or at the time of such repeal or modification.

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 ARTICLE IX
The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate
of Incorporation, in the manner now or hereafter prescribed by statute, provided, however, that following the
Corporation’s first QPO the affirmative vote of a majority of the voting power of all the then outstanding shares of
the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single
class, shall be required to amend or repeal Article V, Article VI, Article VIII, or this Article IX. All rights conferred
upon stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by the undersigned
duly authorized officer of the Corporation on this day of May, 2010.

LIFE TECHNOLOGIES CORPORATION

By:
Proxy Statement

John A. Cottingham
Chief Legal Officer and Secretary

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 Appendix B

FIFTH AMENDED AND RESTATED BYLAWS

OF LIFE TECHNOLOGIES CORPORATION
ARTICLE I
STOCKHOLDERS
SECTION 1.1 Annual Meeting. An annual meeting of the stockholders, for the election of directors to succeed
those whose terms expire and for the transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date
shall be within thirteen months after the organization of the corporation or after its last annual meeting of
stockholders.
SECTION 1.2 Special Meetings. Special meetings of the stockholders, for any purpose or purposes prescribed
in the notice of the meeting, may be called by (1) the Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to the Board for adoption), or (2) the Chairman

Proxy Statement
of the Board, and shall be held at such place, on such date, and at such time as they shall fix. Business transacted at
special meetings shall be confined to the purpose or purposes stated in the notice.
SECTION 1.3 Notice of Meetings. Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60) days before the date on which the
meeting is to be held, to each stockholder entitled to vote at such meeting, as provided herein or otherwise required
by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law, the
Certificate of Incorporation of the Corporation or the rules and regulations promulgated by the Securities and
Exchange Commission).
When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned
meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which
the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the
place, date, and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any
business may be transacted which might have been transacted at the original meeting.
SECTION 1.4 Quorum. At any meeting of the stockholders, the holders of a majority of all of the shares of the
stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes,
unless or except to the extent that the presence of a larger number may be required by law or by the Certificate of
Incorporation or Bylaws of this corporation.
If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the
shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place,
date, or time.
If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat,
stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of
the votes cast at such meeting.
SECTION 1.5 Organization. Such person as the Board of Directors may have designated or, in the absence of
such a person, the Chairman, if there is such an officer, or if not, the Presiding Director of the Corporation, or in the
absence of all of the above, such person as may be chosen by the holders of a majority of the shares entitled to vote
who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of
the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as
the chairman appoints.

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 SECTION 1.6 Conduct of Business. The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of
discussion as seem to him in order.

SECTION 1.7 Notice of Stockholder Business. At an annual or special meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before the meeting. To be properly brought before a
meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) properly brought before the meeting by or at the direction of the Board of
Directors, or (c) if, and only if, the notice of an annual meeting or special meeting specifically provides for and
describes the business to be brought before the meeting by stockholders, properly brought before the annual meeting
or special meeting by a stockholder. For business to be properly brought before a meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a
stockholder’s notice must be delivered to or mailed and received at the principal offices of the Corporation no later
than the date on which stockholder proposals to be included in the stockholder proxy must be received by the
Corporation under the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
the rules promulgated thereunder. A stockholder’s notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual or special meeting (i) a brief description of the business desired to
be brought before the annual or special meeting and the reasons for conducting such business at the annual or
special meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing
Proxy Statement

such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the
stockholder, (iv) any material interest of the stockholder in such business, and (v) any direct or indirect pecuniary or
economic interest in any capital stock or other security of the Corporation of such person, including, without
limitation, any derivative instrument, swap, option, warrant, short interest, hedge, or profit-sharing arrangement.
Notwithstanding anything in the Bylaws to the contrary (i) no business shall be conducted at an annual or special
meeting except in accordance with the procedures set forth in this Section 1.7, (ii) other than with respect to
stockholder nominations for the election of Directors, the procedures in clause (c) of this Section 1.7 shall be the
exclusive means for a stockholder to properly submit business (other than business properly brought under
Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement) before an annual or special
meeting of stockholders; it being understood that a stockholder seeking to nominate directors at an annual or special
meeting of stockholders must comply with notice and information requirements of Section 2.11, and (iii) the
procedures in Section 2.11 (including the notice and information requirements therein) shall be the exclusive means
for a stockholder to submit nominations for the election of Directors before an annual or special meeting of
stockholders. The chairman of an annual or special meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting and in accordance with the provisions of this
Section 1.7, and if he should so determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

SECTION 1.8 Proxies and Voting. At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established
for the meeting.

Each stockholder shall have one vote for every share of stock entitled to vote which is registered in his name
on the record date for the meeting, except as otherwise provided herein or required by law.

All voting, except where otherwise required by law, may be by a voice vote; provided, however, that upon
demand therefor by a stockholder entitled to vote or by his proxy, a stock vote shall be taken. Every stock vote shall
be taken by ballots, each of which shall state the name of the stockholder or proxy voting and such other
information as may be required under the procedure established for the meeting. Every vote taken by ballots shall
be counted by an inspector or inspectors appointed by the chairman of the meeting.

Except as otherwise required by applicable law or by the Certificate of this Corporation or these Bylaws, at any
meeting of stockholders for the election of one or more Directors at which a quorum is present, each Director shall
be elected by the vote of a majority of the votes cast with respect to the Director, provided that if, as of a date that
is ten (10) days in advance of the date on which the Corporation files its definitive proxy statement with the SEC
(regardless of whether thereafter revised or supplemented), the number of nominees for Director exceeds the number

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of directors to be elected, the Directors shall be elected by the vote of a plurality of the votes cast by the
Stockholders entitled to vote at the election. For purposes of this Section 1.8, a majority of the votes cast means that
the number of shares voted “for” a Director exceeds the number of votes cast “against” that Director. The following
shall not be votes cast: (a) a share otherwise present at the meeting but for which there is an abstention; and (b) a
share otherwise present at the meeting as to which a shareholder gives no authority or direction. If a Director then
serving on the Board of Directors does not receive the required majority, the Director shall tender his or her
resignation to the Board. Within ninety (90) days after the date of the certification of the election results, the
Governance and Nominating Committee or other committee that may be designated by the Board will make a
recommendation to the Board on whether to accept or reject the resignation, or whether other action should be
taken, and the Board will act on such committee’s recommendation and publicly disclose its decision and the
rationale behind it. In addition, and except as otherwise required by law or by the Certificate of this Corporation or
these Bylaws, all other matters shall be determined by a majority of the votes cast.

SECTION 1.9 Stock List. A complete list of stockholders entitled to vote at any meeting of stockholders,
arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the
number of shares registered in his name, shall be open to the examination of any such stockholder, for any purpose
germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.

Proxy Statement
The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to
the examination of any such stockholder who is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by each of them.

SECTION 1.10 No Stockholder Action by Written Consent. The stockholders of the Corporation may not act
by written consent and may act only at an annual or special meeting of the stockholders.

ARTICLE II
BOARD OF DIRECTORS

SECTION 2.1 Number and Term of Office. The number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any
such resolution is presented to the Board for adoption). The directors shall be elected at the annual meeting of the
stockholders, who shall vote for such directors as provided in the Certificate of Incorporation. The directors shall be
divided into three (3) classes, with the term of office of the first class to expire at the first annual meeting of
stockholders held after the closing of the first sale of the Corporation’s common stock pursuant to a firmly
underwritten registered public offering (the “IPO”); the term of office of the second class to expire at the second
annual meeting of stockholders held after the IPO; the term of office of the third class to expire at the third annual
meeting of stockholders held after the IPO; and thereafter for each such term to expire at each third succeeding
annual meeting of stockholders after such election. All directors shall hold office until the expiration of the term for
which elected and until their respective successors are elected, except in the case of the death, resignation or
removal of any director. Directors need not be stockholders.

SECTION 2.2 Vacancies and Newly Created Directorships. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number
of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification,
or other cause (other then removal from office by a vote of the stockholders) may be filled only by a majority vote
of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term
expiring at the next annual meeting of stockholders at which the term of office to which they have been elected
expires, and until their respective successors are elected, except in the case of death or resignation in which case the
directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders. No decrease in
the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

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 SECTION 2.3 Removal. Subject to the limitations stated in the Certificate of Incorporation, any director, or the
entire Board of Directors, may be removed from office at any time, with or without cause, but only by the
affirmative vote of the holders of at least a majority of the voting power of its then outstanding shares of stock of
the Corporation entitled to vote generally in the election of directors, voting together as a single class. Any director
or the entire Board of Directors may be removed from office before the expiration of the applicable term of office
only with cause. Vacancies in the Board of Directors resulting from such removal may be filled by (i) a majority of
the directors then in office, though less than a quorum, or (ii) the stockholders at a special meeting of the
stockholders properly called for that purpose, by the vote of the holders of a majority of the shares entitled to vote
at such special meeting. Directors so chosen shall hold office until the next annual meeting of stockholders.
SECTION 2.4 Regular Meetings. Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and
publicized among all directors. A notice of each regular meeting shall not be required.
SECTION 2.5 Special Meetings. Special meetings of the Board of Directors may be called by one third of the
directors then in office (rounded up to the nearest whole number), by the chairman of the board or by the Chief
Executive Officer (“CEO”), or by the Presiding Director and shall be held at such place, on such date, and at such
time as they or he shall fix. Notice of the place, date, and time of each such special meeting shall be given each
director by whom it is not waived:
Proxy Statement

(i) by mailing written notice not less than five (5) days before the meeting;
(ii) delivering written notice by overnight courier not less than one (1) day before the meeting
(iii) delivering written notice by overseas courier service not less than two (2) days before the meeting; or
(iv) providing notice thereof by telephone, telecopy, email or personal delivery not less than twelve
(12) hours before the meeting.
Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.
SECTION 2.6 Quorum. At any meeting of the Board of Directors, a majority of the total number of authorized
directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those
present may adjourn the meeting to another place, date, or time, without further notice or waiver thereof.
SECTION 2.7 Participation in Meetings by Conference Telephone. Members of the Board of Directors, or of
any committee of the Board of Directors, may participate in a meeting of such Board or committee by means of
conference telephone or similar communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence in person at such meeting.
SECTION 2.8 Conduct of Business. At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the Board may from time to time determine, and all matters shall be determined by the
vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be
taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing
or writings are filed with the minutes of proceedings of the Board of Directors.
SECTION 2.9 Powers. The Board of Directors may, except as otherwise required by law, exercise all such
powers and do all such acts and things as may be exercised or done by the Corporation, including, without limiting
the generality of the foregoing, the unqualified power:
(1) To declare dividends from time to time in accordance with law;
(2) To purchase or otherwise acquire any property, rights or privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such form as it may determine, of written
obligations of every kind, negotiable or non negotiable, secured or unsecured, and
(4) To remove any officer of the Corporation with or without cause, and from time to time to pass on the
powers and duties of any officer upon any other person for the time being;

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 (5) To confer upon any officer of the Corporation the power to appoint, remove and suspend subordinate
officers, employees and agents;
(6) To adopt from time to time such stock option, stock purchase, bonus or other compensation plans for
directors, officers, employees and agents of the Corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement, and other benefit plans for directors, officers,
employees and agents of the Corporation and its subsidiaries as it may determine;
(8) To adopt from time to time regulations, not inconsistent with these Bylaws, for the management of the
Corporation’s business and affairs; and
(9) To appoint one of the independent directors to serve as Presiding Director and to designate the
authority and responsibilities of the Presiding Director.
SECTION 2.10 Compensation of Directors. Directors, as such, may receive, pursuant to resolution of the Board
of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their
services as members of committees of the Board of Directors.
SECTION 2.11 Nomination of Director Candidates. Subject to the rights of holders of any class or series of
Preferred Stock then outstanding, nominations for the election of Directors may be made by the Board of Directors

Proxy Statement
or a proxy committee appointed by the Board of Directors or by any stockholder entitled to vote in the election of
Directors generally who complies with the procedures set forth in this Section 2.11 and who is a stockholder of
record at the time notice is delivered to the Secretary of the Corporation. However, any stockholder entitled to vote
in the election of Directors generally may nominate one or more persons for election as Directors at a meeting only
if timely notice of such stockholder’s intent to make such nomination or nominations has been given in writing to
the Secretary of the Corporation in accordance with this Section 2.11. To be timely, a stockholder nomination for a
director to be elected at an annual meeting shall be received at the Corporation’s principal executive offices not less
than 120 calendar days in advance of the first year anniversary of the date that the Corporation’s proxy statement
was released to stockholders in connection with the previous year’s annual meeting of stockholders, except that if no
annual meeting was held in the previous year or the date of the annual meeting has been changed by more than 30
calendar days from the date contemplated at the time of the previous year’s proxy statement, or in the event of a
nomination for director to be elected at a special meeting, notice by the stockholders to be timely must be received
not later than the close of business on the tenth day following the day on which such notice of the date of the
special meeting was mailed or such public disclosure was made. Each such notice shall set forth: (a) the name and
address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the Corporation entitled to vote for the election
of Directors on the date of such notice and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (d) such other information regarding each
nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors; (e) the consent of each nominee to serve as a director of the Corporation if so
elected; and (f) any direct or indirect pecuniary or economic interest in any capital stock or other security of the
Corporation of such nominating stockholders, including, without limitation, any derivative instrument, swap, option,
warrant, short interest, hedge, or profit-sharing arrangement.
In the event that a person is validly designated as a nominee in accordance with this Section 2.11 and shall
thereafter become unable or unwilling to stand for election to the Board of Directors, the Board of Directors or the
stockholder who proposed such nominee, as the case may be, may designate a substitute nominee upon delivery, not
fewer than five days prior to the date of the meeting for the election of such nominee, of a written notice to the
Secretary setting forth such information regarding such substitute nominee as would have been required to be
delivered to the Secretary pursuant to this Section 2.11 had such substitute nominee been initially proposed as a
nominee. Such notice shall include a signed consent to serve as a director of the Corporation, if elected, of each
such substitute nominee.

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 If the chairman of the meeting for the election of Directors determines that a nomination of any candidate for
election as a Director at such meeting was not made in accordance with the applicable provisions of this
Section 2.11, such nomination shall be void; provided, however, that nothing in this Section 2.11 shall be deemed to
limit any voting rights upon the occurrence of dividend arrearages provided to holders of Preferred Stock pursuant
to the Preferred Stock designation for any series of Preferred Stock.

ARTICLE III
COMMITTEES
SECTION 3.1 Committees of the Board of Directors. The Board of Directors, by a vote of a majority of the
whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and
duties as it thereby confers, to serve at the pleasure of the Board and shall, for those committees and any others
provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other
directors as alternate members who may replace any absent or disqualified member at any meeting of the
committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare
a dividend, to authorize the issuance of stock or to adopt an agreement of merger or consolidation if the resolution
which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the
absence or disqualification of any member of any committee and any alternate member in his place, the member or
Proxy Statement

members of the committee present at the meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the
meeting in the place of the absent or disqualified member.
SECTION 3.2 Conduct of Business. Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by
law. Adequate provision shall be made for notice to members of all meetings. If a quorum shall fail to attend any
meeting, a majority of those present may adjourn the meeting to another place, date, or time, without further notice
or waiver thereof. All matters shall be determined by a majority vote of the members present. Action may be taken
by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings
are filed with the minutes of the proceedings of such committee.

ARTICLE IV
OFFICERS
SECTION 4.1 Generally. The officers of the Corporation shall consist of a CEO, a Chief Financial Officer
(“CFO”), and a Secretary. The Corporation may also have, at the discretion of the Board of Directors, a Chairman
of the Board, a President and COO, one or more division or functional Presidents, one or more Executive or Senior
Vice Presidents, and such other officers as may from time to time be appointed by the Board of Directors. Officers
shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual
meeting of stockholders. Each officer shall hold office until his successor is elected and qualified or until his earlier
resignation or removal. Any number of offices may be held by the same person.
SECTION 4.2 Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall, if
present, preside at all meetings of the Board of Directors, and exercise and perform such other powers and duties as
may be from time to time assigned to him by the Board of Directors or as provided by these Bylaws.
SECTION 4.3 Chief Executive Officer. Subject to such supervisory powers, if any, as may be given by the
Board of Directors to the Chairman of the Board, if there be such an officer, the CEO shall be the general manager
of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction,
and control of the business and officers of the corporation. He shall be ex officio a member of all the standing
committees, including the executive committee, if any, and shall have the general powers and duties of management
usually vested in the office of the chief executive officer of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or by these Bylaws. If the CEO is disabled or absent for an
extended period (as determined in the discretion of the independent directors), the Board may appoint a Director or

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Officer to perform the duties of the CEO on an interim basis or otherwise, and when so acting such individual shall
have all the powers of, and be subject to all the restrictions upon, the CEO.

SECTION 4.4 President and Chief Operating Officer. The President and COO, if any, shall have such powers
and duties as may be prescribed by the CEO or these Bylaws.

SECTION 4.5 Chief Financial Officer. The CFO shall keep and maintain or cause to be kept and maintained,
adequate and correct books and records of account in written form or any other form capable of being converted
into written form. The CFO shall deposit all monies and other valuables in the name and to the credit of the
corporation with such depositaries as may be designated by the Board of Directors. He shall disburse all funds of
the corporation as may be ordered by the Board of Directors, shall render to the CEO and Directors, whenever they
request it, an account of all of his transactions as CFO and of the financial condition of the Corporation, and shall
have such other powers and perform such other duties as may be prescribed by the CEO or these Bylaws.

SECTION 4.6 Divisional or Functional Presidents, Executive Vice Presidents, or Senior Vice Presidents. The
Divisional or Functional Presidents, Executive Vice Presidents or Senior Vice Presidents shall have such powers and
perform such duties as from time to time may be prescribed for them respectively by the CEO or these Bylaws.

SECTION 4.7 Secretary. The Secretary shall keep, or cause to be kept, a book of minutes in written form of
the proceedings of the Board of Directors, committees of the Board, and stockholders. Such minutes shall include

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all waivers of notice, consents to the holding of meetings, or approvals of the minutes of meetings executed
pursuant to these Bylaws or the General Delaware Corporation Law. The Secretary shall keep, or cause to be kept at
the principal executive office or at the office of the corporation’s transfer agent or registrar, a record of its
stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each.

The Secretary shall give or cause to be given, notice of all meetings of the stockholders and of the Board of
Directors required by these Bylaws or by law to be given, and shall keep the seal of the corporation in safe custody,
and shall have such other powers and perform such other duties as may be prescribed by the CEO or these Bylaws.

SECTION 4.8 Delegation of Authority. The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any provision hereof.

SECTION 4.9 Removal. Any officer of the Corporation may be removed at any time, with or without cause, by
the Board of Directors.

SECTION 4.10 Action With Respect to Securities of Other Corporations. Unless otherwise directed by the
Board of Directors, the CEO or any officer of the Corporation authorized by the CEO shall have power to vote and
otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect
to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise
to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of
securities in such other corporation.

ARTICLE V
STOCK

SECTION 5.1 Certificates of Stock. Each stockholder shall be entitled to a certificate signed by, or in the name
of the Corporation by the CEO and by the Secretary, an Assistant Secretary, or the Chief Financial Officer,
certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be
facsimile.

SECTION 5.2 Transfers of Stock. Transfers of stock shall be made only upon the transfer books of the
Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of
the Corporation. Except where a certificate is issued in accordance with Section 5.4 of these Bylaws, an outstanding
certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued
therefor.

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 SECTION 5.3 Record Date. The Board of Directors may fix a record date, which shall not be more than sixty
(60) nor fewer than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days
prior to the time for the other action hereinafter described, as of which there shall be determined the stockholders
who are entitled: to notice of or to vote at any meeting of stockholders or any adjournment thereof; to receive
payment of any dividend or other distribution or allotment of any rights; or to exercise any rights with respect to
any change, conversion or exchange of stock or with respect to any other lawful action.
SECTION 5.4 Lost, Stolen or Destroyed Certificates. In the event of the loss, theft or destruction of any
certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may
establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or
bonds of indemnity.
SECTION 5.5 Regulations. The issue, transfer, conversion and registration of certificates of stock shall be
governed by such other regulations as the Board of Directors may establish.

ARTICLE VI
NOTICES
SECTION 6.1 Notices. Notice of Special Meetings of the Board shall be provided in accordance with
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Section 2.5 above. Except for such notices of Special Meetings and except as otherwise specifically provided herein
or required by law, all notices required to be given to any stockholder, director, officer, employee or agent shall be
in writing and may in every instance be effectively given (i) by hand delivery to the recipient thereof, (ii) by
depositing such notice in the mails, postage prepaid, (iii) by sending such notice by prepaid commercial courier
service, (iv) by telecopy, or (v) by e-mail or other form of widely adopted electronic communication. Any such
notice shall be addressed to such stockholder, director, officer, employee or agent at his last known address as the
same appears on the books of the Corporation.
Such notice shall be deemed to have been received by such stockholder, director, officer, employee or agent, or
person accepting such notice on behalf of such person, upon actual receipt of the notice, or, if the time of actual
receipt is in dispute, no later than (i) at the time delivered by hand, (ii) five days after the notice is deposited
prepaid in the mails, (iii) one day after deposit (prepaid) with a domestic overnight courier service or two days after
deposit (prepaid) with an overseas courier service, (iv) at the time sent by telecopy, provided the sender obtains
electronic delivery confirmation, and (v) at the time sent by e-mail or other form of widely adopted electronic
communication.
SECTION 6.2 Waivers. A written waiver of any notice, signed by a stockholder, director, officer, employee or
agent, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to
the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the
purpose of any meeting need be specified in such a waiver. Attendance of a person at a meeting shall constitute a
waiver of notice for such meeting, except when the person attends a meeting for the express purpose of objecting, at
the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or
convened.

ARTICLE VII
MISCELLANEOUS
SECTION 7.1 Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be
used whenever and as authorized by the Board of Directors or a committee thereof.
SECTION 7.2 Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the
Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or
a committee thereof, duplicates of the seal may be kept and used by the Chief Financial Officer or by an Assistant
Secretary or other officer designated by the Board of Directors.

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 SECTION 7.3 Reliance Upon Books, Reports and Records. Each director, each member of any committee
designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his duties, be
fully protected in relying in good faith upon the books of account or other records of the Corporation, including
reports made to the Corporation by any of its officers, by an independent certified public accountant, or by an
appraiser.
SECTION 7.4 Fiscal Year. The fiscal year of the Corporation shall be as fixed by the Board of Directors.
SECTION 7.5 Time Periods. In applying any provision of these Bylaws which require that an act be done or
not done a specified number of days prior to an event or that an act be done during a period of a specified number
of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day
of the event shall be included.

ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 8.1 Right to Indemnification. Each person who was or is made a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, or
appellate (“Proceeding”), by reason of the fact that he or a person of whom he is the legal representative, is or was

Proxy Statement
a director or officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as
a director or officer, employee or agent of another corporation, or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged
action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended, (but, in the
case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior to such amendment) against all
expenses, liability and loss (including attorney’s fees, judgment, fines, ERISA excise taxes or penalties, amounts
paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under
applicable law, this Bylaw or any agreement with the Corporation) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his heirs, executors and administrators; provided, however, that,
except as provided in Section 8.2, the Corporation shall indemnify any such person seeking indemnity in connection
with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation; provided, however, that, if the
Delaware General Corporation Law then so requires, the payment of such expenses incurred by a director or officer
of the Corporation in his capacity as a director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without limitation, service to an employee benefit
plan) in advance of the final disposition of such proceeding, shall be made only upon delivery to the Corporation of
an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not entitled to be indemnified under this Section or otherwise.
SECTION 8.2 Right of Indemnitee to Bring Suit. If a claim under Section 8.1 is not paid in full by the
corporation within sixty (60) days after a written claim has been received by the corporation, except in the case of a
claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee
may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim. If successful
in whole or in part in any such suit, or in a suit brought by the corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting
or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but
not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that,
and (ii) in any suit by the corporation to recover an advancement of expenses pursuant to the terms of an
undertaking the corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee
has not met the applicable standard of conduct set forth under the General Corporation Law of Delaware. Neither
the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have

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 made a determination prior to the commencement of such action that indemnification of the indemnitee is proper in
the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation
law of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal
counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct or, in the case of a
suit brought by the indemnitee, be a defense to such a suit. In a suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder, or by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be
indemnified, or to such advancement of expenses, under this Article or otherwise shall be on the corporation.
SECTION 8.3 Indemnification of Employees and Agents. The corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to indemnification, and to the advancement of expenses to any
employee or agent of the corporation to the fullest extent of the provisions of this Article with respect to the
indemnification of and advancement of expenses to directors and officers of the corporation.
SECTION 8.4 Non Exclusivity of Rights. The rights conferred on any person by Sections 8.1 and 8.2 shall not
be exclusive of any other right which such persons may have or hereafter acquired under any statute, provisions of
the Certificate of Incorporation, by law, agreement, vote of stockholders or disinterested directors or otherwise.
SECTION 8.5 Indemnification Contracts. The Board of Directors is authorized to enter into a contract with any
director or his affiliates, officer, employee or agent of the Corporation, or any person serving at the request of the
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Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise, including employee benefit plans, providing for indemnification rights equivalent to those provided for in
this Article VIII.
SECTION 8.6 Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any
such director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust
or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power
to indemnify such person against such expenses, liability or loss under Delaware General Corporation Law.
SECTION 8.7 Advance Payment of Expenses. Unless otherwise determined by (i) the Board of Directors,
(ii) if more than half of the Directors are involved in a Proceeding by a majority vote of a committee of one or
more distinguished Director(s) or (iii) if directed by the Board of Directors, by independent legal counsel in a
written opinion, any indemnification extended to an officer or key employee pursuant to this Article VIII shall
include payment by the Corporation or a subsidiary of the Corporation of expenses as the same are incurred in
defending a Proceeding in advance of the final disposition of such Proceeding upon receipt of an undertaking by
such officer or key employee seeking indemnification to repay such payment if such officer or key employee shall
be adjudicated or determined not to be entitled to indemnification under this Article VIII.
SECTION 8.8 Effect of Amendment. Any amendment, repeal or modification of any provision of this
Article VIII by the stockholders or the directors of the Corporation shall not adversely affect any right or protection
of a director or officer of the Corporation existing at the time of such amendment, repeal or modification.
SECTION 8.9 Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Corporation shall nevertheless indemnify each director, officer, employee
and agent of the Corporation as to costs, charges and expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or
investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable
portion of this Article that shall not have been invalidated and to the full extent permitted by applicable law.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended or repealed, and new Bylaws may be adopted, by the affirmative vote of a
majority of the outstanding voting power of all of the then outstanding shares of the capital stock of the Corporation
entitled to vote generally in the election of directors, voting together as a single class, or by vote of at least a
majority of the number of directors of the Corporation then authorized, in the manner prescribed by the laws of the
State of Delaware.

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 Secretary’s Certificate of Fifth Amended and Restated
Bylaws of Life Technologies Corporation
I hereby certify:
That I am the duly elected Secretary of Life Technologies Corporation, a Delaware corporation;
That the foregoing Bylaws comprising fourteen (14) pages, constitute the amended and restated Bylaws of said
corporation as duly adopted by the Corporation on May 22, 1997 and as amended July 31, 1998, November 20,
1998, January 15, 1999, July 19, 2001 and as amended and restated on July 22, 2004, October 29, 2008,
February 27, 2009, July 22, 2009 and May , 2010.
IN WITNESS WHEREOF, I have hereunder subscribed my name this day of May 2010.

John A. Cottingham
Secretary

Proxy Statement

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Proxy Statement
 Appendix C

LIFE TECHNOLOGIES CORPORATION

2010 INCENTIVE COMPENSATION PLAN
1. Purpose. The purpose of this Plan is to provide certain employees of the Company and its subsidiaries
with incentive compensation based upon the level of achievement of financial, business and other performance
criteria. This Plan is intended to permit the payment of bonuses that may qualify as performance-based
compensation under Section 162(m).
2. Definitions.
(a) “Affiliate” means (i) any entity that, directly or indirectly, is controlled by the Company and (ii) any entity
in which the Company has a significant equity interest.
(b) “Board” means the Board of Directors of the Company.
(c) “Bonus” means a cash payment (or other form of payment as determined by the Committee) made
pursuant to this Plan with respect to a particular Performance Period, determined pursuant to Section 8 below.
(d) “Bonus Formula” means as to any Performance Period, the formula established by the Committee pursuant

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to Section 6 in order to determine the Bonus amounts, if any, to be paid to Participants based upon the level of
achievement of targeted goals for the selected Performance Measures. The formula may differ from Participant to
Participant or business group to business group. The Bonus Formula shall be of such a nature that an objective third
party having knowledge of all the relevant facts could determine whether targeted goals for the Performance
Measures have been achieved.
(e) “Change in Control” has the same meaning as change in the ownership or effective control of a
corporation, or a change in the ownership of a substantial portion of the assets of a corporation under Treasury
Regulation section 1.409A-3(i)(5).
(f) “Code” means the Internal Revenue Code of 1986, as amended.
(g) “Committee” means the Compensation and Organizational Development Committee of the Board whose
members shall qualify as “outside directors” within the meaning of Section 162(m).
(h) “Company” means Life Technologies Corporation, a Delaware corporation.
(i) “Disability” means, for purposes of this Plan, a condition of the Participant whereby he or she either: (i) is
unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last for a continuous period of not less
than twelve (12) months, or (ii) is, by reason of any medically determinable physical or mental impairment which
be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months under a long term disability
income plan, if any, covering employees of the Company. Any determination of Disability under this Agreement
shall be made by the Company’s Benefits Administration Committee.
(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
(k) “Fiscal Year” means the twelve-month period from January 1 through December 31.
(l) “Participant” means a Section 16 Officer.
(m) “Performance-Based Compensation” means compensation that qualifies as “performance-based
compensation” within the meaning of Section 162(m).
(n) “Performance Measure” means any one or more of the following performance criteria, either individually,
alternatively or in any combination, applied to either the Company as a whole or to a business unit, Affiliate, region,
or business segment, either individually, alternatively or in any combination, and measured either on an absolute

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 basis or relative to a pre-established target, to a previous period’s results or to a designated comparison group, in
each case as specified by the Committee: attainment of objective operating goals; attainment of research and
development milestones; average invested capital; capital expenditures; cash conversion cycle; cash flow (including
operating cash flow or free cash flow); change in assets; contract awards or backlog; controllable operating profit;
cost of capital; credit rating; customer indicators; debt; debt reduction; earnings (which may be determined, and any
derivative of earnings on this list hereafter, in accordance with U.S. Generally Accepted Accounting Principles, or
successor accounting principle (“GAAP”), or adjusted to include or exclude any or all GAAP or non-GAAP items);
earnings before taxes; earnings before interest and taxes; earnings before interest, taxes, depreciation, and
amortization; earnings from operations; earnings per share; earnings per share from continuing operations, diluted or
basic; earnings per share, diluted or basic; economic value added; employee metrics; employee satisfaction; expense
reduction levels; gross margin; growth in any of the foregoing measures; growth in stockholder value relative to the
moving average of the S&P 500 Index or another index; improvement in workforce diversity; improvements in
productivity; inventory turnover; market share; net asset turnover; net assets; net earnings; net operating profit; net
or gross sales; new product invention or innovation; operating earnings; operating expenses; operating expenses as a
percentage of revenue; operating margin; operating profit; overhead or other expense reduction; productivity; return
on assets; return on capital; return on committed capital; return on equity or average stockholders’ equity; return on
invested capital; return on investment; return on net assets; return on sales; return on total assets; revenue (on an
absolute basis or adjusted for currency effects); stock price; strategic plan development and implementation;
succession plan development and implementation; total earnings; total shareholder return; and working capital.
Proxy Statement

(o) “Performance Period” means any Fiscal Year or such other period as determined by the Committee.
(p) “Plan” means this Life Technologies Corporation 2010 Incentive Compensation Plan.
(q) “Predetermination Date” means, for a Performance Period, (i) the earlier of 90 days after commencement
of the Performance Period or the expiration of 25% of the Performance Period, provided that the achievement of
targeted goals under the selected Performance Measures for the Performance Period is substantially uncertain at
such time; or (ii) such other date on which a performance goal is considered to be pre-established pursuant to
Section 162(m).
(r) “Section 16 Officer” means an employee of the Company or its Affiliates who is considered an officer of
the Company within the meaning of Section 16 of the Exchange Act.
(s) “Section 162(m)” means Section 162(m) of the Code, as amended, and rules and regulations promulgated
thereunder.
3. Eligibility. The individuals eligible to participate in this Plan for a given Performance Period shall be
Section 16 Officers.
4. Administration.
(a) The Committee shall be responsible for establishing requirements that qualify compensation as
Performance-Based Compensation. Subject to the limitations on Committee discretion imposed under
Section 162(m), the Committee shall have such powers as may be necessary to discharge its duties hereunder. In
addition, the Committee shall be responsible for the general administration and interpretation of this Plan and for
carrying out its provisions, including the authority to construe and interpret the terms of this Plan, determine the
manner and time of payment of any Bonuses, prescribe forms and procedures for purposes of Plan participation and
distribution of Bonuses and adopt rules, regulations and to take such actions as it deems necessary or desirable for
the proper administration of this Plan. The Committee may delegate its administrative tasks to the Company
employees or others as appropriate for proper administration of this Plan consistent with the limitations imposed
under Section 162(m).
(b) Any rule or decision by the Committee or its delegate(s) that is not inconsistent with the provisions of this
Plan shall be conclusive and binding on all persons, and shall be given the maximum deference permitted by law.
5. Term. This Plan shall be effective as of January 1, 2010. Notwithstanding the foregoing, this Plan shall
terminate unless it is approved at the Company’s 2010 annual stockholders meeting. Once approved by the
Company’s stockholders, this Plan shall continue until the earlier of (a) a termination under Section 9 of this Plan,

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(b) the date any stockholder approval requirement under Section 162(m) ceases to be met or (c) the date that is five
years after the stockholder meeting in 2010.
6. Bonuses. Prior to the Predetermination Date for a Performance Period, the Committee shall designate or
approve in writing, the following:
(a) Performance Period;
(b) Positions or names of employees who will be Participants for the Performance Period;
(c) Targeted goals for selected Performance Measures during the Performance Period; and
(d) Applicable Bonus Formula for each Participant, which may be for an individual Participant or a group
of Participants.
7. Determination of Amount of Bonus.
(a) Calculation. After the end of each Performance Period, the Committee shall certify in writing (to the extent
required under Section 162(m)) the extent to which the targeted goals for the Performance Measure(s) applicable to
each Participant for the Performance Period were achieved or exceeded. The Bonus for each Participant shall be
determined by applying the Bonus Formula to the level of actual performance that has been certified by the
Committee. Notwithstanding any contrary provision of this Plan, the Committee, in its sole discretion, may

Proxy Statement
eliminate or reduce the Bonus payable to any Participant below that which otherwise would be payable under the
Bonus Formula. The aggregate Bonus(es) payable to any Participant during any Fiscal Year shall not exceed
U.S. $7 million.
To the extent permitted under Section 162(m), the Committee may appropriately adjust any evaluation of
performance under a Performance Measure to exclude the effects of extraordinary, unusual, or non recurring items
that occur during a Performance Period, including: (i) the effects of currency fluctuations, (ii) any or all items that
are excluded from the calculation of non-GAAP earnings as reflected in any Company press release and Form 8-K
filing relating to an earnings announcement, (iii) asset impairment, (iv) litigation or claim judgments or settlements,
(v) the effect of changes in tax laws, accounting principles or other such laws or provisions affecting reported
results, (vi) accruals for reorganization and restructuring programs, and (vii) any other extraordinary or non-
operational items.
(b) Right to Receive Payment. Each Bonus under this Plan shall be paid solely from general assets, including
deferred stock units and/or treasury shares, of the Company and its Affiliates. This Plan is unfunded and unsecured;
nothing in this Plan shall be construed to create a trust or to establish or evidence any Participant’s claim of any
right to payment of a Bonus other than as an unsecured general creditor with respect to any payment to which he or
she may be entitled.
8. Payment of Bonuses.
(a) Timing of Distributions. The Company and its Affiliates shall distribute amounts payable to Participants as
soon as is administratively practicable following the determination and written certification of the Committee for a
Performance Period, but in no event later than two and one-half months after the end of the calendar year in which
the Performance Period ends, except to the extent a Participant has made a timely election to defer the payment of
all or any portion of such Bonus under a Company-approved deferred compensation plan or arrangement.
(b) Distribution. The payment of a Bonus, if any (as determined by the Committee at the end of the
Performance Period), subject to the terms of Section 9, with respect to a specific Performance Period requires that
the employee be an active employee on the Company’s or its Affiliate’s payroll on the day that the Bonus is paid,
subject to the following:
(i) Change in Control. Upon a Change in Control, the method in which a Bonus is paid shall be
determined by the Committee in its sole discretion.
(ii) Disability. A Participant who terminates due to Disability may receive a prorated Bonus; the method
in which a Bonus is prorated shall be determined by the Committee in its sole discretion.

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 (iii) Death. The estate of a Participant who dies prior to the end of a Performance Period may receive a
prorated Bonus; the method in which a Bonus is prorated shall be determined by the Committee in its sole
discretion.
(iv) Leave of Absence or Non-Pay Status. A Participant may receive a prorated Bonus while on an
approved leave of absence or non-pay status, as the Committee determines in its discretion; provided, however,
that such prorated Bonus shall be based on the achievement of the Performance Measures established for that
Participant for the applicable Performance Period and prorated based on the whole months that a Participant
was an active employee during the Performance Period.
(c) Change in Status. If a Participant who has a change in status during a Performance Period that results in
being (i) ineligible to continue participating in this Plan, (ii) eligible for participation in this Plan after the beginning
of a Performance Period or (iii) eligible in more than one variable pay plan, including this Plan, then such
Participant may receive a prorated Bonus, if any, with respect to the applicable Performance Period; provided that
the Committee will have the sole discretion to select the Participant who will receive a prorated Bonus pursuant to
this Section 8(c). Notwithstanding the foregoing, the prorated Bonus that such Participant receives under this
Section 8(c) shall be based on the achievement of Performance Measures established for that Participant for the
applicable Performance Period and prorated based on the whole months that a Participant was a Section 16 Officer
during the Performance Period.
Proxy Statement

(d) Earning of Bonuses. Although payment of a Bonus may be made according to the terms and schedule set
forth above in Section 8, the Participant shall not be deemed to have earned the Bonus until the Participant has
satisfied all of his or her obligations to the Company.
9. Amendment and Termination.
(a) The Committee may amend, modify, suspend or terminate this Plan, in whole or in part, at any time,
including the adoption of amendments deemed necessary or desirable to correct any defect or to supply omitted data
or to reconcile any inconsistency in this Plan or in any Bonus granted hereunder; provided, however, that no
amendment, alteration, suspension or discontinuation shall be made which would (i) increase the amount of
compensation payable pursuant to such Bonus, or (ii) cause compensation that is, or may become, payable
hereunder to fail to qualify as Performance-Based Compensation. Notwithstanding the foregoing, the Company may
amend, modify, suspend or terminate this Plan if any such action is required by law. To the extent required under
applicable law, including Section 162(m), Plan amendments shall be subject to stockholder approval. At no time
before the actual distribution of funds to Participants under this Plan shall any Participant accrue any vested interest
or right whatsoever under this Plan except as otherwise stated in this Plan.
(b) In the case of Participants employed outside the United States, the Company or its Affiliate may vary the
provisions of this Plan as deemed appropriate to conform with, as required by, or made desirable by, local laws,
practices and procedures.
10. Withholding. Distributions pursuant to this Plan shall be subject to all applicable taxes and contributions
required by law to be withheld in accordance with procedures established by the Company.
11. No Additional Participant Rights. The selection of an individual for participation in this Plan shall not
give such Participant any right to be retained in the employ of the Company or any of its Affiliates, and the right of
the Company and any such Affiliate to dismiss such Participant or to terminate any arrangement pursuant to which
any such Participant provides services to the Company, with or without cause, is specifically reserved. No person
shall have claim to a Bonus under this Plan, except as otherwise provided for herein, or to continued participation
under this Plan. There is no obligation for uniformity of treatment of Participants under this Plan. The benefits
provided for Participants under this Plan shall be in addition to and shall in no way preclude other forms of
compensation to or in respect of such Participants. Unless contrary to applicable law or the terms of a written
contract executed by an appropriate officer of the Company, it is expressly agreed and understood that the
employment of a Participant is terminable at the will of either party, with or without notice.
12. Successors. All obligations of the Company or its Affiliates under this Plan, with respect to awards
granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the

C-4
result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business
or assets of the Company.
13. Nonassignment. The rights of a Participant under this Plan shall not be assignable or transferable by the
Participant except by will or the laws of descent and distribution.
14. Severability. If any portion of this Plan is deemed to be in conflict with local law, that portion of the
Plan, and that portion only, will be deemed void under local law. All other provisions of the Plan will remain in
effect. Furthermore, if any provision of this Plan would cause Bonuses not to constitute Performance-Based
Compensation, that provision shall be severed from, and shall be deemed not to be a part of the Plan, but the other
provisions hereof shall remain in full force and effect.
15. Governing Law. This Plan shall be governed by the laws of the State of Delaware.

Proxy Statement

C-5
Proxy Statement
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2009
[ ] 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. Employer
incorporation or organization) Identification No.)

5791 Van Allen Way 92008

Carlsbad, California (Zip Code)
(Address of principal executive offices)
Registrant’s telephone number, including area code:
760-603-7200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered

Common Stock, $0.01 par value NASDAQ Global Select Market

Preferred Stock Purchase Rights, $0.01 par value NASDAQ Global Select Market

2009 Annual Report

Securities registered pursuant to Section 12(g) of the Act: None

to Stockholders
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes [X] or No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes [ ] or No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] or No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ($229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of
June 30, 2009 was $7,321,844,730.
The number of outstanding shares of the registrant’s common stock as of February 24, 2010 was 180,826,916.
 INCORPORATION BY REFERENCE
Portions of the registrant’s proxy statement to be filed with the SEC pursuant to Regulation 14A in connection
with the registrant’s 2010 Annual Meeting of Stockholders, to be filed subsequent to the date hereof, are
incorporated by reference into Part III of this annual report on Form 10-K. Such proxy statement will be filed
with the SEC not later than 120 days after the conclusion of the registrant’s fiscal year ended December 31, 2009.
2009 Annual Report
to Stockholders
LIFE TECHNOLOGIES CORPORATION
Annual Report on Form 10-K
for the Fiscal Year Ended December 31, 2009

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... 2
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... 11
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... 23
Item 2. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... 23
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...... 24
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . ...... 24

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . 28
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . 52
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . 106
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

PART III
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Item 11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

2009 Annual Report

Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110

to Stockholders
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . 110
Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
PART IV
Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
2009 Annual Report
to Stockholders
FORWARD-LOOKING STATEMENTS
Any statements in this Annual Report on Form 10-K about our expectations, beliefs, plans, objectives,
prospects, financial condition, assumptions or future events or performance are not historical facts and are forward-
looking statements. These statements are often, but not always, made through the use of words or phrases such as
“believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expects,” “estimates,” “projects,” “positioned,” “strat-
egy,” “outlook” and similar expressions. Additionally, statements concerning future matters, such as the devel-
opment of new products, enhancements of technologies, sales levels and operating results and other statements
regarding matters that are not historical facts and are forward-looking statements. Accordingly, these statements
involve estimates, assumptions and uncertainties that could cause actual results to differ materially from the results
expressed in the statements. Any forward-looking statements are qualified in their entirety by reference to the
factors discussed throughout this Annual Report on Form 10-K. The following cautionary statements identify
important factors that could cause our actual results to differ materially from those projected in the forward-looking
statements made in this Annual Report on Form 10-K. Among the key factors that have an impact on our results of
operations are:
• the risks and other factors described under the caption “Risk Factors” under Item 1A of this annual report
on Form 10-K;
• the integration of acquired businesses into our operations;
• general economic and business conditions;
• industry trends;
• our assumptions about customer acceptance, overall market penetration and competition from providers of
alternative products and services;
• our funding requirements; and
• availability, terms and deployment of capital.
Because the factors referred to above could cause actual results or outcomes to differ materially from those
expressed in any forward-looking statements made by us, you should not place undue reliance on any such forward-
looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we
undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on
which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to
time, and their emergence is impossible for us to predict. In addition, we cannot assess the impact of each factor on
our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially

2009 Annual Report

from those contained in any forward-looking statements.

to Stockholders

1
 In this Annual Report on Form 10-K, unless the context requires otherwise, “Life Technologies,” “Company,”
“we,” “our,” and “us” means Life Technologies Corporation and its subsidiaries.

PART I

ITEM 1. Business
General Development of Our Business
Life Technologies Corporation (also referred to as “the Company”, “we”, or “Life Technologies”) is a global
biotechnology tools company dedicated to improving the human condition. Our systems, consumables and services
enable researchers and commercial markets to accelerate scientific exploration, leading to discoveries and
developments that better the quality of life. Our products are also used in forensics, food and water testing and
other industrial applications.
On November 21, 2008, Invitrogen Corporation (also referred to as “Invitrogen”), a predecessor company to
Life Technologies, completed the acquisition of Applied Biosystems, Inc. (also referred to as “AB” or “Applied
Biosystems”) to form a new company called Life Technologies Corporation. Life Technologies employs approx-
imately 9,000 people, has a presence in more than 160 countries, and possesses a rapidly growing intellectual
property estate of over 3,900 patents and exclusive licenses.
In September 2009, the Company announced a signed definitive agreement to sell its 50% ownership stake in
the Applied Biosystems/MDS Analytical Technologies Instruments joint venture and all assets and liabilities
related to the Company’s mass spectrometry business to Danaher Corporation for $450.0 million in cash, subject to
a conventional working capital adjustment. The transaction closed on January 29, 2010. The Company approx-
imates that it will receive $280.0 million of net cash proceeds after taxes upon completion of the transaction.
The Company delivers a broad range of products and services, including systems, instruments, reagents,
software, and custom services. Our growing portfolio of products includes innovative technologies for capillary
electrophoresis based sequencing, next generation sequencing, PCR, sample preparation, cell culture, RNA
interference analysis, functional genomics research, proteomics and cell biology applications, as well as clinical
diagnostic applications, forensics, animal, food, pharmaceutical and water testing analysis. The Company also
provides our customers convenient purchasing options through thousands of sales and service professionals,
2009 Annual Report
to Stockholders

e-commerce capabilities and onsite supply center solutions.

The Company began operations as a California partnership in 1987 and incorporated in California in 1989. In
1997, the Company reincorporated as a Delaware corporation. Our principal offices are in Carlsbad, California.
The Company’s website is www.lifetechnologies.com. This Annual Report on Form 10-K, our Quarterly
Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments thereto are made available without
charge on the website. These materials are available on the website as soon as reasonably practicable after filing
these materials with, or furnishing them to, the Securities and Exchange Commission.

Financial Information About Our Segments and Geographic Areas

In 2009, in connection with the acquisition of AB and the resulting reorganization, the Company has
determined, in accordance with The Financial Accounting Standards Board (FASB) Accounting Standards Cod-
ification, or ASC, Topic 280, Segment Reporting to operate as one operating segment. The Company believes our
chief operating decision maker (CODM) makes decisions based on the Company as a whole. In addition to the
CODM making decisions for the Company as a whole, the divisions within the Company share similar customers
and types of products and services which derive revenues and have consistent product margins. Accordingly, the
Company operates and reports as one reporting segment. The Company will disclose the revenues for each of its
internal divisions in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” to allow the reader of the financial statements the ability to gain transparency into the operations of the
Company. We have restated historical divisional revenue information to conform to the current year presentation.

2
 Financial information about our revenues from foreign countries and assets located in those countries is also
included in the notes to our consolidated financial statements, which begin on page 58.

Description of Our Business

Company Overview
We are a global biotechnology tools company dedicated to helping our customers make scientific discoveries
and applying those discoveries to ultimately improve the quality of life. Our systems, reagents, and services enable
researchers to accelerate scientific exploration, driving to discoveries and developments that better the quality of
life. Life Technologies customers do their work across the biological spectrum, advancing genomic medicine,
regenerative science, molecular diagnostics, agricultural and environmental research, and 21st century forensics.
The Company employs approximately 9,000 people, has a presence in more than 160 countries, and possesses a
rapidly growing intellectual property estate of over 3,900 patents and exclusive licenses.
Our systems and reagents enable, simplify and accelerate a broad spectrum of biological research of genes,
proteins and cells within academic and life science research and commercial applications. Our scientific expertise
assists in making biodiscovery research techniques more effective and efficient for pharmaceutical, biotechnology,
agricultural, clinical, government and academic scientific professionals with backgrounds in a wide range of
scientific disciplines.
The Company offers many different products and services, and is continually developing and/or acquiring
others. Some of our specific product categories include the following:
• “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
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 bio-

2009 Annual Report

logical research and drug discovery.

to Stockholders
• 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, reagents and assays, 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 SOLiDTM DNA sequencing systems and reagents, which are used to discover
sources of genetic and epigenetic variation, to catalog the DNA structure of organisms, to verify the
composition of genetic research material, and to apply these genetic analysis discoveries in markets such
as forensic human identification and clinical diagnostics.

Scientific Background
The genome is the entirety of a living organism’s genetic information coded in the form of DNA. Within the
genome are individual segments of DNA that form genes, which encode the instructions used by cells to create
proteins. These instructions are relayed from the gene to the cell’s protein assembly machinery through the
intermediary of a transcript composed of RNA. The total set of RNA transcripts expressed by the genome in a cell or
organism is known as the transcriptome. It is the proteins, however, that ultimately carry out most of the essential
biological activities required for life. The total complement of proteins expressed by the genome in a cell or

3
 organism is known as the proteome. Proteins have many different functional properties, and are the key biological
molecules involved in processes such as growth, development, reproduction, aging, and disease.

Researchers seeking to learn the causes of disease to develop treatments have historically used molecular
biology techniques focused on the study of single or small numbers of genes and the proteins they code for, as
opposed to the study of the genome or proteome as a whole. The study of the genome is known as genomics, while
the study of the proteome is known as proteomics. Technological advances over the past two decades, including
many developed and marketed by Life Technologies have rapidly accelerated scientists’ ability to perform
genomics and proteomics research. These advances include the development of automated instruments that can
perform high-throughput analysis of samples and specialized reagents and consumables that enable researchers to
perform analysis accurately and efficiently. Genomics research has evolved from the sequencing of the first viral
genome of just over 5,000 bases three decades ago to the complete sequencing of the more than 3 billion bases of the
human genome in 2001. The recent advances in genomic and proteomic studies have also led to the rapid
development of bioinformatics, which integrates biology and computing to analyze the massive amounts of data
generated by such studies.

Following the sequencing of the complete human genome, functional genomics and the study of the
transcriptome and proteome have come to prominence. Rather than replacing the study of single genes, these
disciplines have complemented and enhanced such studies. For example, in the field of drug development, studies in
genomics and proteomics combined with an understanding of drug action and efficacy can help to identify patient
groups for which the drug may be particularly beneficial. Pharmaceutical-based research also includes the
development of safe and effective methods of bioproduction for protein-based therapeutic agents.

In the field of disease treatment, research is often focused on the discovery of biomarkers. These are transcripts
or proteins that are used as markers for the diagnosis of certain disease states and their prognosis for treatment.
High-throughput production and screening of peptides (short chains of amino acids, the building blocks of proteins)
can also assist in the design of vaccines against diseases for which current vaccines are ineffective or unavailable.

In medicine, basic research is focused on cell differentiation, cell proliferation, and cell death. These have wide
applications in the study of regenerative medicine, which focuses on repairing organs damaged by trauma or
disease. The study of aging is another important field in this category, and focuses on alleviating debilitating
conditions associated with the aging process.
2009 Annual Report
to Stockholders

Customer Base

The Company divides its target customer base into three major categories:

• Life science researchers. The life sciences research market consists of laboratories generally associated
with universities, medical research centers, government institutions such as the United States National
Institutes of Health, or the NIH, and other research institutions as well as biotechnology, pharmaceutical,
diagnostic, energy, agricultural, and chemical companies. Researchers at these institutions are using our
products and services in a broad spectrum of scientific activities, such as: searching for drugs or other
techniques to combat a wide variety of diseases, such as cancer and viral and bacterial disease; researching
diagnostics for disease identification or for improving the efficacy of drugs to targeted patient groups; and
assisting in vaccine design, bioproduction, and agriculture. Our products and services provide the research
tools needed for genomics studies, proteomics studies, gene splicing, cellular analysis, and other key
research applications that are required by these life science researchers.

• Commercial producers of biopharmaceutical and other high valued proteins. The Company serves
industries that apply genetic engineering to the research and commercial production of useful but
otherwise rare or difficult to obtain substances, such as proteins, interferons, interleukins, t-PA and
monoclonal antibodies. Once a discovery has been proven, the manufacturers of these materials require
larger quantities of the same sera and other cell growth media that the Company provides in smaller
quantities to researchers. Industries involved in the commercial production of genetically engineered
products include the biotechnology pharmaceutical, food processing and agricultural industries.

4
 • Users who apply our technologies to enable or improve particular activities. The Company provides
tools that apply our technology to enable or improve activities in particular markets, which we refer to as
applied markets. The current focus of our products for these markets is in the areas of: forensic analysis,
which is used to identify individuals based on their DNA; quality and safety testing, such as testing required
to measure food, beverage, or environmental quality and pharmaceutical manufacturing quality and safety;
production animal health testing, which enables the detection of pathogens in livestock; and biosecurity,
which refers to products needed in response to the threat of biological terrorism and other malicious,
accidental, and natural biological dangers. The Applied Biosystems branded forensic testing and human
identification products and services are innovative and market-leading tools that have been widely accepted
by investigators and laboratories in connection with criminal investigations, the exoneration of individuals
wrongly accused or convicted of crimes, identifying victims of disasters, and paternity testing.

While the Company does not believe that any single customer or small group of customers is material to our
business as a whole or to our product segments, approximately 20% of our customers in our target markets receive
funding for their research, either directly or indirectly from grants from the federal government of the United States
or state and local governments.

Our Products

As of the end of 2009, the Company divided products and services into the following four divisions: Molecular
Biology Systems, (also referred to as “MBS”); Cell Systems, (also referred to as “CS”); Genetic Systems, (also
referred to as “GS”) and Mass Spectrometry. The Mass Spectrometry division was comprised of a 50% interest in a
joint venture that the Company acquired as a part of the AB acquisition. The Company sold the Mass Spectrometry
business to Danaher Corporation on January 29, 2010. The Company accounted for this investment using the equity
method. Our share of earnings or losses, including revenue, is included in other income. The MBS division includes
the molecular biology based technologies including basic and real-time PCR, RNAi, DNA synthesis, sample prep,
transfection, cloning and protein expression profiling and protein analysis. The CS division includes all product
lines used in the study of cell function, including cell culture media and sera, stem cells and related tools, cellular
imaging products, antibodies, drug discovery services, and cell therapy related products. The GS division includes
sequencing systems and reagents, including capillary electrophoresis and the SOLiD system, as well as reagent kits
developed specifically for applied markets, such as forensics, food and water safety and pharmaceutical quality

2009 Annual Report

monitoring. Upon completion of the acquisition of AB in 2008, the Company commenced the process of integrating

to Stockholders
the businesses and administration of the combined companies. A key part of this process was a reorganization of the
business, research and development, and sales and marketing organizations within Life Technologies such that they
are focused on optimizing the unique technologies and capabilities of the combined companies to drive new
developments and business performance.

The Company plans to continue to introduce new research products and services, as we believe continued new
product development and rapid product introduction is a critical competitive factor in all of the markets that the
Company serves. The Company expects to continue to increase expenditures in sales and marketing, manufacturing
and research and development to support increased levels of sales and to augment our long-term competitive
position.

The Company recorded total backlog of $221.3 million at December 31, 2009 for products with higher demand
as well as longer terms in contractual sales. The Company anticipates that most of the orders included in backlog at
December 31, 2009 will be delivered during the year ended December 31, 2010. Recorded backlog may not result in
sales because of cancellation or other factors.

Service and Support

The Company generally provides limited warranties on all equipment at the time of sale, for periods of time
ranging up to two years from the date of sale depending on the product subject to warranty. However, warranties

5
 included with any sale can vary, and may be excluded altogether, depending on the particular circumstances of the
sale. The sale of some equipment includes installation, basic user training, and/or application support. The
Company also offers service contracts to our customers that are generally one to five years in duration after the
original warranty period. The Company provides both repair services and routine maintenance services under these
arrangements, and also offers repair and maintenance services on a time and material basis to customers that do not
have service contracts. Service in the United States and major markets outside of the United States is provided by
our service staff. In some foreign countries, service may be provided through third-party arrangements. In addition,
we offer custom services such as cell line development, custom media modification, development of primers and
custom assays. These services are typically offered with limited warranties.

Research and Development

The Company has a strong history of developing pioneering technology through the combination of science
and engineering. The Company continues to build on that legacy by generating innovative products across the
scientific continuum of discovery, development, and validation. In 2009, the Company launched more than 1,000
new products in fields ranging from genomic analysis to cell biology to human identification and diagnostics. The
Company invested $337.1 million, $142.5 million and $115.8 million in research and development in the years
2009, 2008 and 2007, respectively.

As of December 31, 2009, the Company had approximately 1,300 employees engaged in research and
development activities in the United States, Japan, Israel, Singapore, India, and Norway. The Company also
continues to maintain a comprehensive network of collaborators and scientific advisors across the globe. Our
research and development activities are focused in segments where we are the market leader and in emerging growth
areas in which we can leverage our expertise in instrumentation, reagent and consumable solutions.

Sales and Marketing

Our sales and marketing strategy is to maintain the brand equity we have with both the Invitrogen and Applied
Biosystems brand names. Our products continue to be marketed and sold under those two brand platforms, with the
Applied Biosystems brand representing end-to-end systems, instruments and workflow solutions, and the
Invitrogen brand representing platform independent reagents. The channels the Company uses to take these
2009 Annual Report

brands to market include a broad commercial organization of approximately 3,000 employees in more than 160
to Stockholders

countries, with a highly educated and well-trained sales force, more than 1,000 supply centers around the world,
based in our customers’ laboratories to provide easy access to our products, and platform brand websites that are the
conduit for on-line transactions.

Our sales strategy has been to employ scientists to work as our sales representatives. The Company has two
types of direct sales personnel: generalists and technical sales specialists. Generalists are typically responsible for
total customer account management. They work closely with the technical specialists who have an extensive
background in biology or other scientific fields of study and who focus on specific product offerings. A thorough
knowledge of biological techniques and an understanding of the research process allow our sales representatives to
become advisors, acting in a consultative role with our customers. Our use of technical sales representatives also
enables us to identify market needs and new technologies that we can license and develop into new products.

Our marketing departments located in the North American, European and Asia-Pacific regions use a variety of
media communication vehicles and methods to keep our customers informed of new products and services, as well
as enhancements to existing products and services. Those vehicles include internally produced print catalogs,
newsletters, magazines, brochures, direct mailers, product inserts, tradeshow posters and sourcebooks as well as
web-based newsletters, email, seminars and forums. Our main website includes pages detailing our products and
services, along with purchasing, technical and directional information. The technical information includes
interactive online tools enabling customers to link to public research databases, download scientific analyses
and search for project-specific data. The Company also advertises in numerous print and web-based publications
related to science and industry, and we exhibit and present information at scientific events worldwide.

6
Technology Licensing
Some of our existing products are manufactured or sold under the terms of license agreements that require us to
pay royalties to the licensor based on the sales of products containing the licensed materials or technology. These
licenses also typically impose obligations on us to market the licensed technology. Although the Company
emphasizes our own research and development, we believe our ability to in-license new technology from third-
parties is and will continue to be critical to our ability to offer competitive new products. Our ability to obtain these
in-licenses depends in part on our ability to convince inventors that the Company will be successful in bringing new
products incorporating their technology to market. Several significant licenses or exclusivity rights expire at various
times during the next 15 years. There are certain risks associated with relying on third-party licensed technologies,
including our ability to identify attractive technologies, license them on acceptable terms, meet our obligations
under the licenses, renew those licenses should they expire before the Company retires the related product and the
risk that the third-party may lose patent protection. These risks are more fully described under the heading “Risks
Related to the Development and Manufacturing of our Products” and “Risks Related to Our Intellectual Property”
below.

Patents and Proprietary Technologies

Our products are based on complex, rapidly developing technologies. Some of these technologies are covered
by patents the Company owns, and others are owned by third-parties and are used by us under license. The Company
has pursued a policy of seeking patent protection in the United States and other countries for developments,
improvements, and inventions originating within our organization that are incorporated into our products or that fall
within our fields of interest. The Company considers the protection of our proprietary technologies and products in
our product divisions to be important to the success of our business and rely on a combination of patents and
exclusive licenses to protect these technologies and products.
The Company currently owns over 3,100 patents. Of this amount we control over 1,300 patents in the United
States, and over 1,800 in other countries. The Company also has exclusive rights to another 810 patents. The
Company also has numerous pending patent applications both domestically and internationally. Our success
depends, to a significant degree, upon our ability to develop proprietary products and technologies and it is
important to our success that we protect the intellectual property associated with these products and technologies.
The Company intends to continue to file patent applications as we develop new products and technologies. Patents
provide some degree of, but not complete, protection for our intellectual property.

2009 Annual Report

The Company also relies in part on trade secret, copyright and trademark protection of our intellectual

to Stockholders
property. The Company protects our trade secrets by, among other things, entering into confidentiality agreements
with third-parties, employees and consultants. It is our general policy to require employees and consultants to sign
agreements to assign to us their interests in intellectual property arising from their work for us. There are risks
related to our reliance on patents, trade secret, copyright and trademark protection laws, which are described in
more detail under the heading “Risks Related to Our Intellectual Property” below.
The Company is currently, and could in the future, be subject to lawsuits, arbitrations, investigations, and other
legal actions with private parties and governmental entities, particularly involving claims for infringement of
patents and other intellectual property rights. From time to time, the Company has asserted that various competitors
and others are infringing our patents, and similarly, from time to time, others have asserted that we were or are
infringing patents owned by them. These claims are sometimes settled by mutual agreement on a satisfactory basis
and result in the granting of licenses by or to us or the cessation of the alleged infringing activities. However, the
Company cannot make any assurances as to the outcome of any pending or future claims. More information about
the risk factors associated with our reliance on intellectual property is set forth under the heading “Risks Related to
Our Intellectual Property” below.

Competition
The markets for our products are competitive and are characterized by the application of advanced technol-
ogies. New technologies in life sciences could make our products and services obsolete unless the Company
continues to develop new and improved products and services and pursue new market opportunities. Given the

7
 breadth of our product and service offerings, our competition comes from a wide array of competitors with a high
degree of technical proficiency, ranging from specialized companies that have strengths in narrow segments of the
life science markets to larger manufacturers and distributors offering a broad array of biotechnology products and
services and have significant financial, operational, research and development, and sales and marketing resources.
These and other companies may have developed or could in the future develop new technologies that compete with
our products or even render our products obsolete. Additionally, there are numerous scientists making materials
themselves instead of using kits. The Company believes that a company’s competitive position in our markets is
determined by product function, product quality, speed of delivery, technical support, price, breadth of product line,
distribution capabilities, and timely product development. Our customers are diverse and may place varying degrees
of importance on the competitive attributes listed above. While it is difficult to rank these attributes for all our
customers in the aggregate, the Company believes we are well positioned to compete in each category.

Suppliers
Our manufacturing operations require a wide variety of raw materials, electronic and mechanical components,
chemical and biochemical materials, and other supplies. The Company buys materials for our products from many
suppliers and the Company has OEM arrangements with many third-parties for the manufacturing of various
products sold under our platform brand. While there are some raw materials that the Company obtains from a single
supplier, we are not dependent on any one supplier or group of suppliers for our business as a whole. Raw materials
are generally available from a number of suppliers. Even so, due to factors out of our control, some supplies may
occasionally be difficult to obtain. Any interruption in the availability of our manufacturing supplies could force us
to suspend manufacturing of the affected product and therefore harm our operations.

Government Regulation
Certain of our products and services, including some products that are intended for in vitro diagnostics, as well
as the manufacturing process of these products, are subject to regulation under various portions of the United States
Federal Food, Drug and Cosmetic Act. In addition, a number of our manufacturing facilities are subject to periodic
inspection by the United States Food and Drug Administration, or FDA, other product-oriented federal agencies and
various state and local authorities in the United States. The Company believes such facilities are in compliance in all
material aspects with the requirements of the FDA’s Quality System Regulation (formerly known as Good
Manufacturing Practices), other federal, state and local regulations and other quality standards such as ISO
9001 or ISO 13485. Portions of our business subject to the Federal Food, Drug and Cosmetic Act include certain
2009 Annual Report
to Stockholders

products with respect to their testing, safety, efficacy, marketing, labeling and other matters.
Materials used in development and testing activities at several of our facilities are also subject to the Controlled
Substances Act, administered by the Drug Enforcement Agency, or DEA. Required procedures for control, use and
inventory of these materials are in place at these facilities.
The Company also voluntarily employs Centers for Disease Control/National Institutes of Health, Guidelines
for Research Involving Recombinant DNA Molecules, Biosafety in Microbiological and Biomedical Laboratories
and the hazard classification system recommendations for handling bacterial and viral agents, with capabilities
through biosafety level three.
The Company is subject to federal, state and local laws and regulations regulating the discharge of materials
into the environment, or otherwise relating to the protection of the environment, in those jurisdictions where we
operate or maintain facilities. We do not believe that any liability arising under, or compliance with, these laws and
regulations will have a material effect on our business and no material capital expenditures are expected for
environmental control.
In addition to the foregoing, we are subject to other federal, state and local laws and regulations applicable to
our business, including the Occupational Safety and Health Act; the Toxic Substances Control Act; national
restrictions on technology transfer, import, export and customs regulations; statutes and regulations relating to
government contracting; and similar laws and regulations in foreign countries. In particular, the Company is subject
to various foreign regulations sometimes restricting the importation or the exportation of animal-derived products
such as fetal bovine serum.

8
Employees
As of December 31, 2009, we had approximately 9,000 employees, approximately 3,960 of whom were
employed outside the United States. These numbers include part-time employees. In addition, the Company
employs a number of temporary and contract employees not reflected in these numbers. Our success will depend in
large part upon our ability to attract and retain employees. The Company faces competition in this regard from other
companies, research and academic institutions, government entities and other organizations. None of our domestic
employees are subject to collective bargaining agreements. The Company generally considers relations with our
employees to be good.

Executive Officers of the Registrant

The Board of Directors appoints executive officers of Life Technologies, and the Chief Executive Officer has
authority to hire and terminate such officers. Each executive officer holds office until the earlier of his or her death,
resignation, removal from office or the appointment of his or her successor. No family relationships exist among any
of Life Technologies’ executive officers, directors or persons nominated to serve in those positions. We have listed
the ages, positions held and the periods during which our current executive officers have served in those positions
below:
Gregory T. Lucier (age 45) serves as Chief Executive Officer of Life Technologies and as Chairman of the
Company’s Board of Directors. Previously, Mr. Lucier served as Chairman and Chief Executive Officer of
Invitrogen Corporation, which merged with Applied Biosystems in November 2008 to form Life Technologies. The
Company is one of the largest providers of systems, biological reagents, and services to life scientists around the
world. The Company aims to improve the human condition by enabling basic research, accelerating drug discovery
and development, and advancing scientific exploration in areas such as regenerative science, molecular diagnostics,
agricultural and environmental research, and 21st century forensics. Mr. Lucier has leveraged his background in
healthcare management to prepare the company to participate in and shape the new era of personalized medicine.
Mr. Lucier serves as a Director of Biotechnology Industry Organization, as well as the Chairman of the Board of
Trustees for the Sanford/Burnham Medical Research Institute, and a Director for CareFusion Corporation, a
publicly-traded medical technology company. Mr. Lucier is actively involved at San Diego State University as a
distinguished lecturer. Mr. Lucier received his B.S. in Engineering from Pennsylvania State University and an
M.B.A. from Harvard Business School.

2009 Annual Report

Joseph C. Beery (age 47) serves as Chief Information Officer of Life Technologies. From September 2008 to

to Stockholders
November 2008, Mr. Beery served as Chief Information Officer of Invitrogen Corporation, which merged with
Applied Biosystems in November 2008 to form Life Technologies. Prior to joining Invitrogen Corporation,
Mr. Beery held the executive position of Chief Information Officer at US Airways and America West Airlines.
Mr. Beery also spent ten (10) years at Motorola Semiconductor, holding various positions in the computer
integrated manufacturing group. Mr. Beery also served as a manufacturing and software engineer at NV Philips in
Albuquerque, N.M. Mr. Beery holds a B.S. in Business Administration and Business Computer Systems from the
University of New Mexico.
Nicolas M. Barthelemy (age 44) serves as President of Cell Systems of Life Technologies. From January 2006 to
November 2008, Mr. Barthelemy served as Senior Vice President of Cell Systems of Invitrogen Corporation, which
merged with Applied Biosystems in November 2008 to form Life Technologies. Mr. Barthelemy served as Senior
Vice President of Global Operations of Invitrogen Corporation from March 2004 to January 2006. Prior to joining
Invitrogen Corporation, Mr. Barthelemy held several executive positions at Biogen Idec, including Vice President
of Manufacturing. Mr. Barthelemy is a recognized operations leader in large scale mammalian cell culture and
purification. Mr. Barthelemy received his M.S. in Chemical Engineering from the University of California,
Berkeley and the equivalent of an M.S. in Chemistry from École Supérieure de Physiques et Chimie Industrielles
(Paris, France) and the equivalent of a B.S. in Mathematics, Physics and Chemistry from Ecole Sainte Geneviève
(Versailles, France).
Bernd Brust (age 42) serves as President of Commercial Operations of Life Technologies. From November 2006 to
November 2008, Mr. Brust served as Senior Vice President of Global Sales of Invitrogen Corporation, which

9
 merged with Applied Biosystems in November 2008 to form Life Technologies. Mr. Brust joined Invitrogen
Corporation in 2004 and served as General Manager and Vice President of European Operations until November
2006. He has more than fifteen (15) years of sales, commercial operations, marketing and general management
experience. Prior to joining Invitrogen Corporation, he served in various senior leadership roles at GE Medical
Systems Information Technologies, including as General Manager of Sales & Marketing. Mr. Brust holds a degree
in Engineering from MTS in Amsterdam. Mr. Brust is a board member of the San Diego Regional Chamber of
Commerce and BIOCOM, the largest regional life science association in the world, representing more than 550
member companies in Southern California.

John A. Cottingham (age 55) serves as Chief Legal Officer and Secretary of Life Technologies. From May 2004 to
November 2008, Mr. Cottingham served as Senior Vice President, General Counsel and Secretary of Invitrogen
Corporation, which merged with Applied Biosystems in November 2008 to form Life Technologies. Mr. Cotting-
ham served as Vice President, General Counsel of Invitrogen Corporation from September 2000 to May 2004. Prior
to the merger of the former Life Technologies, Inc., or “LTI”, with Invitrogen Corporation in September 2000,
Mr. Cottingham was the General Counsel and Assistant Secretary of LTI from January 1996 to September 2000.
From May 1988 to December 1995, Mr. Cottingham served as an international corporate attorney with the
Washington, D.C. office of Fulbright and Jaworski L.L.P. Mr. Cottingham received his B.S. in Political Science
from Furman University, his J.D. from the University of South Carolina, his L.L.M. in Securities Regulation from
Georgetown University and his M.S.E.L. from the University of San Diego. Mr. Cottingham is a member of the
board of the San Diego Chapter of the Association of Corporate Counsel.

Peter M. Dansky (age 49) serves as President of Molecular Biology Systems of Life Technologies. From July 2007
to November 2008, Mr. Dansky served as Division President of the Molecular and Cell Biology Functional Analysis
Division of Applied Biosystems, which merged with Invitrogen Corporation in November 2008 to form Life
Technologies. Mr. Dansky has more than twenty-three (23) years of leadership experience in marketing, product
development and sales from a variety of life science companies, including Affymetrix, PerSeptive BioSystems and
Millipore. Prior to joining Applied Biosystems, Mr. Dansky was Vice President of Marketing for Arcturus
Bioscience, where he led commercial strategy for the life science research and clinical diagnostics businesses.
Mr. Dansky holds an M.B.A. from Boston College and a M.S. and B.S. in Chemical Engineering from Tufts
University.

Paul D. Grossman (age 49) serves as Senior Vice President of Strategy and Corporate Development of Life
Technologies. From May 2007 to November 2008, Dr. Grossman served as Senior Vice President of Strategy and
2009 Annual Report

Corporate Development of Invitrogen Corporation, which merged with Applied Biosystems in November 2008 to
to Stockholders

form Life Technologies. Prior to joining Invitrogen Corporation, Dr. Grossman held a variety of leadership roles
during his more than twenty (20) years at Applied Biosystems. At Applied Biosystems, Dr. Grossman worked as a
research scientist, patent attorney and as Vice President of Intellectual Property and Chief Group Counsel. Most
recently, Dr. Grossman served as Vice President of Strategy and Business Development. Dr. Grossman received
B.S. and Ph.D. degrees in Chemical Engineering from the University of California at Berkeley, a M.S. in Chemical
Engineering from the University of Virginia, and a J.D. from Santa Clara University School of Law. Dr. Grossman
has authored numerous scientific publications and holds more than seventy (70) U.S. and foreign patents.

David F. Hoffmeister (age 55) serves as Chief Financial Officer of Life Technologies. From October 2004 to
November 2008, Mr. Hoffmeister served as Chief Financial Officer and Senior Vice President of Invitrogen
Corporation, which merged with Applied Biosystems in November 2008 to form Life Technologies. Prior to joining
Invitrogen Corporation, Mr. Hoffmeister held various positions over the course of twenty (20) years with
McKinsey & Company, most recently as a senior partner serving clients in the healthcare, private equity and
specialty chemicals industries. Prior to joining McKinsey & Company, Mr. Hoffmeister held financial positions at
GTE and W.R.Grace. Mr. Hoffmeister is a member of the board of Celanese Corporation. Mr. Hoffmeister received
his B.S. in Business from the University of Minnesota and an M.B.A. from the University of Chicago.

Peter M. Leddy (age 46) serves as Senior Vice President of Global Human Resources and Internal Communications
of Life Technologies. From July 2005 to November 2008, Dr. Leddy served as Senior Vice President of Global
Human Resources of Invitrogen Corporation, which merged with Applied Biosystems in November 2008 to
form Life Technologies. Prior to joining Invitrogen Corporation, Dr. Leddy held several senior management

10
positions with Dell Incorporated from 2000 to 2005 and was, most recently, Vice President of Human Resources for
the Americas Operations. Prior to joining Dell Incorporated, Dr. Leddy served as the Executive Vice President of
Human Resources at Promus Hotel Corporation (Doubletree, Embassy Suites). Dr. Leddy also served in a variety of
executive and human resource positions at PepsiCo. Dr. Leddy received his B.A. in Psychology from Creighton
University and his M.S. and Ph.D. in Industrial/Organizational Psychology from the Illinois Institute of Technology.
Dr. Leddy is a member of the California State University Professional Science Master’s Executive Board of
Directors and is a former board member of the Biotechnology Institute.
John L. Miller (age 51) serves as President of Genetic Systems of Life Technologies. From December 2005 to
November 2008, Mr. Miller served as Senior Vice President of Biodiscovery of Invitrogen Corporation, which
merged with Applied Biosystems in November 2008 to form Life Technologies. Mr. Miller has a strong background
in general management, sales and marketing and extensive experience in life science, research and diagnostic
markets. Prior to joining Invitrogen Corporation, Mr. Miller was Vice President, General Manager Americas for BD
Biosciences in San Diego with responsibility for US, Canada and Latin America. Prior to that, Mr. Miller was Vice
President, General Manager for BD Biosciences Research Cell Analysis and BD Pharmingen, a division of BD
Biosciences. Additionally, Mr. Miller has held a variety of leadership positions in the sales and service organi-
zations for BD Biosciences and for Leica Inc. Mr. Miller has a B.S. in Engineering from Michigan State University.
Mr. Miller is a member of the board of UCSD CONNECT.
Mark O’Donnell (age 53) serves as Senior Vice President of Global Operations and Services of Life Technologies.
From September 2007 to November 2008, Mr. O’Donnell served as leader of the Global Services Division of
Applied Biosystems, which merged with Invitrogen Corporation in November 2008 to form Life Technologies.
Mr. O’Donnell has more than twenty-five (25) years of operational experience in supply chain, manufacturing and
service. Mr. O’Donnell joined Applied Biosystems in 1981 with Perkin-Elmer Corporation. In 2001, Mr. O’Donnell
became Vice President, Global Supply Chain of Applied Biosystems, managing the forecasting, planning,
procurement, engineering, transportation, and warehousing of raw materials and products. In 2007, Mr. O’Donnell
was promoted to President of Global Service and Supply Chain of Applied Biosystems with added responsibilities
for service, customer support and business systems groups. Mr. O’Donnell holds a B.A. in Liberal Arts from the
University of Connecticut at Storrs, and an M.B.A. from the University of New Haven, Connecticut.
Kelli A. Richard (age 41) serves as Vice President of Finance and Chief Accounting Officer of Life Technologies.
Ms. Richard served as Vice President of Finance and Chief Accounting Officer of Invitrogen Corporation prior to
the merger with Applied Biosystems in November of 2008, which formed Life Technologies. Ms. Richard joined

2009 Annual Report

Invitrogen Corporation in August 2005 with more than fourteen (14) years of accounting and financial reporting

to Stockholders
experience, previously serving as Vice President of Accounting and Reporting. Prior to joining Invitrogen
Corporation, Ms. Richard held the position of Principal Accounting Officer at Gateway, Inc. Ms. Richard is a
certified public accountant with a Bachelor of Business Administration degree from the University of Iowa.
Mark P. Stevenson (age 47) serves as President and Chief Operating Officer of Life Technologies. From December
2007 to November 2008, Mr. Stevenson served as President and Chief Operating Officer of Applied Biosystems,
which merged with Invitrogen Corporation in November 2008 to form Life Technologies. Mr. Stevenson joined
Applied Biosystems in Europe in 1998, and held roles of increasing responsibility in Europe and Japan.
Mr. Stevenson moved to the U.S. in 2004 to establish the Applied Markets Division of Applied Biosystems
and, in 2006, was named President of the Molecular and Cellular Biology Division of Applied Biosystems.
Mr. Stevenson has more than twenty (20) years of sales, marketing, and international executive management
experience and received his B.S. in Chemistry from the University of Reading, UK, and an M.B.A. from Henley
Management School, UK. Mr. Stevenson serves on the Board of Trustees of the Keck Graduate Institute.

ITEM 1A. Risk Factors

You should carefully consider the following risks, together with other matters described in this Annual Report
on Form 10-K or incorporated herein by reference in evaluating our business and prospects. If any of the following
risks occurs, our business, financial condition or operating results could be harmed. In such case, the trading price of
our securities could decline, in some cases significantly. The risks described below are not the only ones we face.
Additional risks not presently known to us or that we currently deem immaterial may also impair our business

11
 operations. Certain statements in this Form 10-K (including certain of the following factors) constitute forward-
looking statements. Please refer to the section entitled “Forward-Looking Statements” on page 4 of this Form 10-K
for important limitations on these forward-looking statements.

Risks Related to the Growth of Our Business

The Company must continually offer new products and services
The Company sells our products and services in industries that are characterized by rapid and significant
technological changes, frequent new product and service introductions and enhancements, and evolving industry
standards. Our success depends in large part on continuous, timely and cost-effective development and introduction
of new products and services as well as improvements to our existing products and services, which address these
evolving market requirements and are attractive to customers. For example, if the Company does not appropriately
innovate and invest in new technologies, then our technologies will become dated and our customers could move to
new technologies offered by our competitors and we could lose our competitive position in the markets that we
serve.
These facts require us to make appropriate investments in the development and identification of new
technologies and products and services. As a result, the Company is continually looking to develop, license
and acquire new technologies and products and services to further broaden and deepen our already broad product
and service line. Once the Company has developed or obtained a new technology, to the extent that we fail to
introduce new and innovative products and services that are accepted by our markets, we may not obtain an
adequate return on our research and development, licensing and acquisition investments and could lose market
share to our competitors, which would be difficult to regain and could seriously damage our business. Some of the
factors affecting market acceptance of our products and services include:
• availability, quality and price as compared to competitive products and services;
• the functionality of new and existing products and services, and their conformity to industry standards and
regulatory standards that may be applicable to our customers;
• the timing of introduction of our products and services as compared to competitive products and services;
• scientists’ and customers’ opinions of the product’s or services’ utility and our ability to incorporate their
feedback into future products and services;
• the extent to which new products and services are within the scope of our proven expertise;
• citation of the products and services in published research; and
2009 Annual Report

• general trends in life sciences research and life science informatics software development.
to Stockholders

The Company must be able to manufacture new and improved products to meet customer demand on a
timely and cost-effective basis
The Company must be able to resolve in a timely manner manufacturing issues that may arise from time to
time as we commence production of our complex products. Unanticipated difficulties or delays in manufacturing
improved or new products in sufficient quantities to meet customer demand could diminish future demand for our
products and harm our business.

The Company may not successfully integrate the Applied Biosystems business or realize all of the antici-
pated benefits of our merger with Applied Biosystems
On November 21, 2008, the Company completed the merger with Applied Biosystems, a leading worldwide
biotechnology company similar in size to our company prior to the acquisition, whereby, among other things,
Applied Biosystems become a wholly owned subsidiary of the Company. To be successful after the merger, the
Company needs to combine and integrate the separate organizations and operations of the two companies. The
combination of two independent companies, particularly in the case of an acquisition of this size, is a complex,
costly, and time-consuming process. While the integration is progressing well, it is not yet complete. As a result, we
must devote significant management attention and resources to integrating the diverse business practices and
operations of the two companies. The Company may encounter difficulties that could harm the combined
businesses, adversely affect our financial condition, and cause our stock price to decline.

12
 Even if the operations of the two organizations are integrated successfully, the combined company may not
fully realize the expected benefits of the transaction, including the synergies, cost savings, or sales or growth
opportunities. These benefits may not be achieved within the anticipated time frame, or at all. The success of the
combined company depends on many factors outside of our control, including, for example, general economic
conditions, the level of governmental funding of life sciences research and development, demand for the types of
products and services that we offer, market acceptance of our products and services, the availability of supplies
needed for our products and services, and the level of competition from other companies.

The Company’s future growth depends in part on our ability to acquire new products, services, and
technologies through additional acquisitions, which may absorb significant resources and may not be
successful
As part of the Company’s strategy to develop and identify new products, services, and technologies, we have
made and continue to make acquisitions. Our integration of the operations of acquired businesses requires
significant efforts, including the coordination of information technologies, research and development, sales and
marketing, operations, manufacturing and finance. These efforts result in additional expenses and divert significant
amounts of management’s time from other projects. Our failure to manage successfully and coordinate the growth
of the combined company could also have an adverse impact on our business. In addition, there is no guarantee that
some of the businesses we acquire will become profitable or remain so. If our acquisitions do not reach our initial
expectations, we may record unexpected impairment charges. Our acquisitions involve a number of risks and
financial, managerial and operational challenges, including the following, any of which could cause significant
operating inefficiencies and adversely affect our growth and profitability:
• any acquired business, technology, service or product could under-perform relative to our expectations and
the price that the Company paid for it;
• the Company could experience difficulty in integrating personnel, operations and financial and other
systems;
• the Company could have difficulty in retaining key managers and other employees of the acquired
company;
• acquisition-related earnings charges could adversely impact operating results;
• acquisitions could place unanticipated demands on the Company’s management, operational resources and
financial and internal control systems;
• we may be unable to achieve cost savings anticipated in connection with the integration of an acquired

2009 Annual Report

business;

to Stockholders
• in an acquisition, the Company may assume contingent liabilities that become realized, liabilities that
prove greater than anticipated, unknown liabilities that come to light or deficiencies in internal controls,
and the realization of any of these liabilities or deficiencies may increase our expenses and adversely affect
our financial position; and
• we may have disagreements or disputes with the prior owners of an acquired business, technology, service
or product that may result in litigation expenses and a distraction of our management’s attention.

The Company may not successfully manage its current and future divestitures, and as a result, may not
achieve some or all of the expected benefits of such divestitures
On January 29, 2010, we completed the sale of our mass spectrometry business to Danaher Corporation. In
connection with this sale, we entered into a transition services agreement and other transactional and commercial
agreements with Danaher Corporation. We will rely on Danaher Corporation to satisfy its payment and performance
obligations under these agreements, and any failure by Danaher Corporation to do so, could have an adverse effect
on our financial condition and results of operations.
In addition, we continually evaluate the performance and strategic fit of our businesses and may decide to sell a
business, product line or technology based on such an evaluation. Divestitures, including the sale of our mass
spectrometry business, could involve additional risks, including the following:
• difficulties in the separation of operations, services, products and personnel;

13
 • the diversion of management’s attention from other business concerns;
• the need to agree to retain or assume certain current or future liabilities in order to complete the divestiture;
• the disruption of our business; and
• the potential loss of key employees.
Any divestitures may result in significant write-offs, including those related to goodwill and other intangible
assets, which could have an adverse effect on our results of operations and financial condition. In addition, we may
encounter difficulty in finding buyers or alternative exit strategies at acceptable prices and terms and in a timely
manner. We may not be successful in managing these or any other significant risks that we encounter in divesting a
business or product line, and as a result, we may not achieve some or all of the expected benefits of the divestiture.

The Company faces significant competition

The markets for our products and services are very competitive and price sensitive. Our competitors, which
could include some of our customers, such as large pharmaceutical companies, have significant financial,
operational, sales and marketing resources, and experience in research and development. Our competitors could
develop new technologies that compete with our products and services or even render our products and services
obsolete. If a competitor develops a superior technology or cost-effective alternatives to our products and services,
our business could be seriously harmed.
The markets for some of our products are also subject to specific competitive risks. These markets are highly
price competitive. Our competitors have competed in the past by lowering prices on certain products. If they do so
again we may be forced to respond by lowering our prices and thereby reduce our revenues and profits. Failure to
anticipate and respond to price competition may hurt our market share.
The Company believes that customers in our markets display a significant amount of loyalty to their initial
supplier of a particular product. Therefore, it may be difficult to generate sales to potential customers who have
purchased products from competitors. Additionally, there are numerous scientists making materials themselves
instead of using kits or reagents that we supply. To the extent we are unable to be the first to develop and supply new
products, customers may buy from our competitors or make materials themselves, causing our competitive position
to suffer.

Consolidation trends in both our market and that of our customers have increased competition
2009 Annual Report

There has been a trend toward industry consolidation in our markets for the past several years. We expect this
to Stockholders

trend toward industry consolidation to continue as companies attempt to strengthen or hold their market positions in
an evolving industry and as companies are acquired or are unable to continue operations. We believe that industry
consolidation may result in stronger competitors that are better able to compete as sole-source vendors for
customers. This could lead to more variability in operating results and could harm our business.
Additionally, there has been a trend toward consolidation in many of the customer markets we sell to, in
particular the pharmaceutical industry. Consolidation in our customer markets results in increased competition for
important market segments and fewer available accounts, and larger consolidated customers may be able to exert
increased pricing pressure on companies in our market.

Adverse conditions in the global economy and disruption of financial markets may significantly harm
our revenue, profitability and results of operations
The global economy has experienced a significant economic downturn. If the economic downturn continues or
worsens in the businesses or geographic areas in which we sell our products and/or services, this could reduce
demand for these products and/or services and result in a decrease in sales volume that could have a negative impact
on our results of operations. Global credit and capital markets have experienced unprecedented volatility and
disruption. Business credit and liquidity have tightened in much of the world. Volatility and disruption of financial
markets could limit our customers’ ability to obtain adequate financing or credit to purchase and pay for our
products and/or services in a timely manner, or to maintain operations, and result in a decrease in sales volume that
could harm our results of operations. General concerns about the fundamental soundness of domestic and

14
international economies may also cause our customers to reduce their purchases. Changes in governmental banking,
monetary and fiscal policies to address liquidity and increase credit availability may not be effective. Significant
government investment and allocation of resources to assist the economic recovery of sectors which do not include
our customers may reduce the resources available for government grants and related funding for life sciences
research and development. Economic conditions and market turbulence may also impact our suppliers’ ability to
supply us with sufficient quantities of product components in a timely manner, which could impair our ability to
manufacture our products. It is difficult to determine the extent of the economic and financial market problems and
the many ways in which they may affect our suppliers, customers and our business in general. Continuation or
further deterioration of these financial and macroeconomic conditions could significantly harm our sales, prof-
itability and results of operations.

A significant portion of our sales are dependent upon our customers’ capital spending policies and
research and development budgets, and government funding of research and development programs at
universities and other organizations, which are subject to significant and unexpected decreases
Our customers include pharmaceutical and biotechnology companies, academic institutions, government
laboratories, and private foundations. Fluctuations in the research and development budgets at these organizations
could have a significant effect on the demand for our products and services. Research and development budgets
fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending
priorities, general economic conditions, and institutional and governmental budgetary policies. Also, a significant
portion of our instrument product sales are capital purchases by our customers, and these policies fluctuate due to
similar factors. Our business could be seriously damaged by any significant decrease in capital equipment purchases
or life sciences research and development expenditures by pharmaceutical and biotechnology companies, academic
institutions, government laboratories, or private foundations.
The timing and amount of revenues from customers that rely on government funding of research may vary
significantly due to factors that can be difficult to forecast. Research funding for life science research has increased
more slowly during the past several years compared to the previous years and has declined in some countries, and
some grants have been frozen for extended periods of time or otherwise become unavailable to various institutions,
sometimes without advance notice. In particular, approximately 20% of our sales have been to researchers whose
funding is dependent upon grants from the NIH. Although the level of research funding increased significantly
during the years of 1999 through 2003, increases for fiscal 2004 through 2009 were significantly lower. While the
United States Federal Stimulus package passed in 2009, temporarily increasing funding for the NIH, this is a one-

2009 Annual Report

time event. Government funding of research and development is subject to the political process, which is inherently

to Stockholders
fluid and unpredictable. Other programs, such as homeland security or defense, or general efforts to reduce the
federal budget deficit could be viewed by the United States government as a higher priority. These budgetary
pressures may result in reduced allocations to government agencies that fund research and development activities.
Past proposals to reduce budget deficits have included reduced NIH and other research and development
allocations. Any shift away from the funding of life sciences research and development or delays surrounding
the approval of government budget proposals may cause our customers to delay or forego purchases of our products,
which could seriously damage our business.
Our United States customers generally receive funds from approved grants at particular times of the year, as
determined by the United States federal government. In the past, such grants have been frozen for extended periods
or have otherwise become unavailable to various institutions without advance notice. The timing of the receipt of
grant funds affects the timing of purchase decisions by our customers and, as a result, can cause fluctuations in our
sales and operating results.

Some of our customers are requiring us to change our sales arrangements to lower their costs which
may limit our pricing flexibility and harm our business
Some of our customers have developed purchasing initiatives to reduce the number of vendors from which they
purchase to lower their supply costs. In some cases these accounts have established agreements with large
distributors, which include discounts and the distributors’ direct involvement with the purchasing process. These
activities may force us to supply the large distributors with our products at a discount to reach those customers. For

15
 similar reasons, many larger customers, including the United States government, have requested and may in the
future request, special pricing arrangements, including blanket purchase agreements. These agreements may limit
our pricing flexibility, which could harm our business, financial condition, and results of operations. For a limited
number of customers, we have made sales, at the customer’s request, through third-party online intermediaries, to
whom we are required to pay commissions. If such intermediary sales grow, it could have a negative impact on our
gross margins.

Risks Related to the Development and Manufacturing of Our Products

Our business depends on our ability to license new technologies from others
The Company believes our ability to in-license new technologies from third-parties is and will continue to be
critical to our ability to offer new products and therefore to our business. A significant portion of our current
revenues is from products manufactured or sold under licenses from third-parties. Our ability to gain access to
technologies that we need for new products and services depends in part on our ability to convince inventors and
their agents or assignees that we can successfully commercialize their inventions. We cannot guarantee that we will
be able to continue to identify new technologies of interest to our customers, which are developed by others. Even if
we are able to identify new technologies of interest, we may not be able to negotiate a license on acceptable terms, or
at all.

Our business could be harmed if we lose rights to technologies that we have licensed from others
Several of our licenses, such as licenses for biological materials, have finite terms. We may not be able to
renew these existing licenses on favorable terms, or at all. Licenses for biological materials such as antibodies are of
growing significance to our product and service offerings. If we lose the rights to a biological material or a patented
technology, we may need to stop selling these products and/or services and possibly other products and services,
redesign our products, or lose a competitive advantage. While some of our licenses are exclusive to us in certain
markets, potential competitors could also in-license technologies that we fail to license exclusively and potentially
erode our market share for these and other products and services. Our licenses also typically subject us to various
economic and commercialization obligations. If we fail to comply with these obligations we could lose important
rights under a license, such as exclusivity. In some cases, we could lose all rights under a license. Loss of such rights
could, in some cases, harm our business.
2009 Annual Report

In addition, some rights granted under the license could be lost for reasons outside of our control. For example,
to Stockholders

the licensor could lose patent protection for a number of reasons, including invalidity of the licensed patent, or a
third-party could obtain a patent that curtails our freedom to operate under one or more licenses. Changes in patent
law could affect the value of the licensed technology. We may receive third-party claims of intellectual property
infringement for which we may not be indemnified by the licensor.

Violation of government regulations or voluntary quality programs could harm demand for our products
or services
Some of our products and test services are regulated by the United States Food and Drug Administration, or
FDA, and comparable agencies in other countries. As a result we must register with the state and federal FDA as
both a medical device and diagnostic manufacturer and a manufacturer of drug products and comply with all
required regulations. Failure to comply with these regulations can lead to sanctions by the FDA, such as written
observations made following inspections, warning letters, product recalls, fines, product seizures, and consent
decrees. Test data for use in client submissions with the FDA could be disqualified. If the FDA were to take such
actions, the FDA’s sanctions would be available to the public. This publicity could harm our ability to sell these
regulated products globally.
Medical device laws and regulations are also in effect in many countries, ranging from comprehensive device
approval requirements to requests for product data or certifications. The number and scope of these requirements is
increasing. We may not be able to obtain regulatory approvals in such countries or may incur significant costs in
obtaining or maintaining our foreign regulatory approvals. In addition, the export by us of certain of our products

16
which have not yet been cleared for domestic commercial distribution may be subject to FDA or other export
restrictions.
Additionally, some of our customers use our products and services in the manufacturing process for their drug
and medical device products, and such end products are regulated by the FDA under Quality System Regulations, or
QSR. Although the customer is ultimately responsible for QSR compliance for their products, it is also the
customer’s expectation that the materials sold to them will meet QSR requirements. We could lose sales and
customers and be exposed to product liability claims, if our products do not meet QSR requirements.
ISO 13485 is an internationally recognized voluntary quality standard that requires compliance with a variety
of quality requirements somewhat similar to the QSR requirements. Our facilities in Camarillo, California;
Frederick, Maryland; Grand Island, New York; Madison, Wisconsin; Bromborough, United Kingdom; Paisley,
Scotland; Oslo, Norway; and Singapore are each intended to comply with ISO 13485. Failure to comply with this
voluntary standard can lead to observations of non-compliance or even suspension of ISO certification by the
registrar. If we lose ISO certification, this loss could cause some customers to purchase products from other
suppliers.
If the Company violates a government mandated or voluntary quality program, we may incur additional
expense to come back into compliance with the government mandated or voluntary standards. That expense may be
material and we may not have anticipated that expense in our financial forecasts. Our financial results could suffer
as a result of these increased expenses.

The Company relies on other companies for the manufacture of some of our products and also for the
supply of some components of the products we manufacture on our own which may hinder our ability to
satisfy customer demand
Although the Company has contracts with most of these manufacturers and suppliers, their operations could be
disrupted. These disruptions could be caused by conditions unrelated to our business or operations, including the
current global economic downturn. Although we have our own manufacturing facilities, we believe that it could
take considerable time and resources for us to establish the capability to do so. Accordingly, if these other
manufacturers or suppliers are unable or fail to fulfill their obligations to us, we might not be able to satisfy
customer demand in a timely manner, and our business could be harmed.

2009 Annual Report

Risks Related to Our Operations

to Stockholders
Loss of key personnel may adversely affect our business
Our products and services are highly technical in nature. In general, only highly qualified and trained scientists
have the necessary skills to develop and market our products and provide our services. In addition, some of our
manufacturing positions are highly technical as well. We face intense competition for these professionals from our
competitors, customers, marketing partners, and other companies throughout our industry. We do not generally
enter into employment agreements requiring these employees to continue in our employment for any period of time.
Any failure on our part to hire, train, and retain a sufficient number of qualified employees could seriously damage
our business. Additionally, integration of acquired companies and businesses can be disruptive, causing key
employees of the acquired business to leave. Further, we use stock options, restricted stock, and restricted stock
units/awards to provide incentives to these individuals to remain with us and to build their long-term stockholder
value to align their interests with those of the Company. If our stock price decreases, this reduces the value of these
equity awards and therefore a key employee’s incentive to stay. If we were to lose a sufficient number of our key
employees and were unable to replace them, these losses could seriously damage our business.

We have substantial indebtedness, which could adversely affect our cash flows, business and financial
condition
As of December 31, 2009, we had outstanding indebtedness of approximately $3,101.8 billion. As of
December 31, 2009, we also had availability of $235.7 million (net of standby letters of credit of $14.3 million)
under our revolving credit facility.

17
 Our substantial level of debt could, among other things:
• require us to dedicate a substantial portion of our cash flow from operations to the servicing and repayment
of our debt, thereby reducing funds available for working capital, capital expenditures, acquisitions and
other purposes;
• increase our vulnerability to, and limit our flexibility in planning for, adverse economic and industry
conditions;
• adversely affect our credit rating, with the result that the cost of servicing our indebtedness might increase;
• limit our ability to obtain additional financing to fund future working capital, capital expenditures,
additional acquisitions and other general corporate requirements;
• create competitive disadvantages compared to other companies with less indebtedness;
• adversely affect our stock price;
• limit our ability to apply proceeds from an offering, debt incurrence or asset sale to purposes other than the
servicing and repayment of our debt; and
• limit our ability to pay dividends and repurchase stock.

Our credit facilities contain restrictions that limit our flexibility in operating our business
Our credit facilities contain various covenants that limit our ability to engage in specified types of transactions.
These covenants limit our and our subsidiaries’ ability to, among other things:
• incur additional indebtedness (including guarantees or other contingent obligations);
• pay dividends on, repurchase, or make distributions in respect to our common stock or make other
restricted payments;
• make specified investments (including loans and advances);
• sell or transfer assets;
• create liens;
• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and
• enter into certain transactions with our affiliates.
In addition, under our credit facilities, we are required to satisfy and maintain specified financial ratios and
other financial condition tests. Our ability to meet those financial ratios and tests can be affected by events beyond
our control, and we cannot be assured that we will meet those ratios and tests. A breach of any of these covenants
could result in a default under our credit facilities. Upon the occurrence of an event of default under our credit
2009 Annual Report

facilities, our lenders could elect to declare all amounts outstanding under our credit facilities to be immediately due
to Stockholders

and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the
lenders under our credit facilities could proceed against the collateral granted to them to secure such indebtedness.
We have pledged substantially all of our and our domestic subsidiaries’ assets as collateral under our credit
facilities.

The Company could incur more indebtedness, which may increase the risks associated with our substan-
tial leverage, including our ability to service our indebtedness and pay dividends on our common stock
The indentures governing our senior convertible notes and our credit facilities permit us, under some
circumstances, to incur a significant amount of additional indebtedness. For example, our credit facilities allow
us to incur up to an additional $500.0 million of incremental term loans or revolving commitments under our credit
facility, subject to certain conditions. In addition, we may incur additional indebtedness through our revolving
credit facility. If we incur additional debt, the risks associated with our substantial leverage, including our ability to
service our debt and pay dividends on our common stock, would increase. This, in turn, could negatively affect the
market price of our common stock.

The Company could lose the tax deduction for interest expense associated with our convertible senior
notes due in 2023, the convertible senior notes due in 2024 and the convertible senior notes due in 2025
The Company could lose some or all of the tax deduction for interest expense associated with our convertible
senior notes due in 2023, the convertible senior notes due in 2024, and the convertible senior notes due in 2025 if,

18
under certain circumstances, the foregoing notes are not subject to the special Treasury Regulations governing
contingent payment debt instruments or the exchange of these notes is deemed to be a taxable exchange. We also
could lose the tax deduction for interest expense associated with the foregoing notes if we were to invest in non-
taxable investments.

Our federal, state and local income tax returns may, from time to time, be selected for audit by the tax-
ing authorities, which may result in tax assessments or penalties
The Company is subject to federal, state and local taxes in the United States and abroad. Significant judgment
is required in determining the provision for taxes. Although we believe our tax estimates are reasonable, if the IRS
or other taxing authority disagrees with the positions taken by the Company on its tax returns, we could have
additional tax liability, including interest and penalties. If material, payment of such additional amounts upon final
adjudication of any disputes could have a material impact on our results of operations and financial position.

The Company’s business, particularly the development and marketing of information-based products
and services, depends on the continuous, effective, reliable, and secure operation of our computer hard-
ware, software, and Internet applications and related tools and functions
The Company’s business requires manipulating and analyzing large amounts of data, and communicating the
results of the analysis to our internal research personnel and to our customers via the Internet. Also, we rely on a
global enterprise software system to operate and manage our business. Our business therefore depends on the
continuous, effective, reliable, and secure operation of our computer hardware, software, networks, Internet servers,
and related infrastructure. To the extent that our hardware or software malfunctions or access to our data by internal
research personnel or customers through the Internet is interrupted, our business could suffer.
The Company’s computer and communications hardware is protected through physical and software safe-
guards. However, it is still vulnerable to fire, storm, flood, power loss, earthquakes, telecommunications failures,
physical or software break-ins, software viruses, and similar events. In addition, our online products and services are
complex and sophisticated, and as such, could contain data, design, or software errors that could be difficult to
detect and correct. Software defects could be found in current or future products. If we fail to maintain and further
develop the necessary computer capacity and data to support our computational needs and our customers’ access to
information-based product and service offerings, we could experience a loss of or delay in revenues or market
acceptance. In addition, any sustained disruption in Internet access provided by other companies could harm our

2009 Annual Report

business.

to Stockholders
Business disruptions could seriously harm our future revenue and financial condition and increase our
costs and expenses
The Company’s worldwide operations could be subject to earthquakes, power shortages, telecommunications
failures, water shortages, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions, medical
epidemics and other natural or manmade disasters or business interruptions, for which we are predominantly self-
insured. The occurrence of any of these business disruptions could seriously harm our revenue and financial
condition and increase our costs and expenses. Our corporate headquarters, and a portion of our principal research
and development, manufacturing and administrative facilities, are located in California, and other critical business
operations and some of our suppliers are located in California and Asia, near major earthquake faults and fire zones.
The ultimate impact on us, our significant suppliers and our general infrastructure of being located near major
earthquake faults, fire zones and being consolidated in certain geographical areas is unknown, but our revenue,
profitability and financial condition could suffer in the event of a major earthquake, fire or other natural disaster.

Risks Related to Our International Operations

International unrest or foreign currency fluctuations could cause volatility in our international sales and
our financial results.
The Company’s products are currently marketed in approximately 160 countries throughout the world. Our
international revenues, which include revenues from our foreign subsidiaries and export sales from the United

19
 States, represented 61% of our product revenues in 2009, 56% of our product revenues in 2008 and 53% of our
product revenues in 2007. We expect that international revenues will continue to account for a significant
percentage of our revenues for the foreseeable future. There are a number of risks arising from our international
business, including those related to:
• foreign currency exchange rate fluctuations, potentially reducing the United States Dollars we receive for
sales denominated in foreign currency;
• the possibility that unfriendly nations or groups could boycott our products;
• general economic and political conditions in the markets in which we operate;
• potential increased costs associated with overlapping tax structures;
• potential trade restrictions and exchange controls;
• more limited protection for intellectual property rights in some countries;
• difficulties and costs associated with staffing and managing foreign operations;
• unexpected changes in regulatory requirements;
• the difficulties of compliance with a wide variety of foreign laws and regulations;
• longer accounts receivable cycles in certain foreign countries, whether due to cultural differences,
exchange rate fluctuation or other factors;
• import and export licensing requirements; and
• changes to our distribution networks.
A significant portion of the Company’s revenues are received in currencies other than the United States dollar,
which is our reporting currency. Most of our costs, however, are incurred in United States dollars. While we have at
times attempted to hedge our net cash flows in currencies other than the United States dollar, our hedging program
relies in part on forecasts of these cash flows. As a result, we cannot guarantee this program will adequately protect
our cash flows from the full effects of exchange rate fluctuations. We also continually evaluate the costs and benefits
of our hedging program and cannot guarantee that we will continue to conduct hedging activities. As a result,
fluctuations in exchange rates for the currencies in which we do business have caused and will continue to cause
fluctuations in the United States dollar value of our financial results. We cannot predict the effects of currency
exchange rate fluctuations upon our future financial results because of the number of currencies involved, the
variability of currency exposures and the volatility of currency exchange rates.

Risks Related to Our Intellectual Property

2009 Annual Report

The Company may not be able to effectively and efficiently protect and enforce our proprietary
to Stockholders

technology
The Company’s success depends to a significant degree upon our ability to develop proprietary products and
technologies. When we develop such technologies, we routinely seek patent protection in the United States and
abroad to the extent permitted by law. However, the intellectual property rights of biotechnology companies,
including us, involve complex factual, scientific, and legal questions. We cannot assure that patents will be granted
on any of our patent applications or that the scope of any of our issued patents will be sufficiently broad to offer
meaningful protection. Even if we receive a patent that we believe is valid for a particular technology, we may not be
able to realize the expected value to us from that technology due to several factors, including the following:
• Although we have licensing programs to provide industry access to some of our patent rights, some other
companies have in the past refused to participate in these licensing programs and some companies may
refuse to participate in them in the future. Also, our licenses typically provide our customers with access
for limited use of our technology, such as for certain fields of use or to provide certain kinds of products and
services. The validity of the restrictions contained in these licenses could be contested, and we cannot
provide assurances that we would either be aware of an unauthorized use or be able to enforce the
restrictions in a cost-effective manner;
• Legal actions to enforce patent rights can be expensive and may involve the diversion of significant
management time. Our enforcement actions may not be successful, and furthermore they could give risk to
legal claims against us and could result in the invalidation of some of our intellectual property rights or
legal determinations that they are not enforceable;

20
 • The Company only seeks to have patents issued in selected countries. Third-parties can make, use and sell
products covered by our patents in any country in which we do not have patent protection;
• The Company’s issued patents or patents we exclusively license from others could be successfully
challenged through legal actions or other proceedings, such as by challenging the validity and scope of a
patent with the United States Patent and Trademark Office, or USPTO, foreign patent offices, or the
International Trade Commission. These actions or proceedings could result in amendments to or rejection
of certain patent claims; and
• Judicial decisions in third-party litigation and legislative changes could harm the value of our patents and
the effectiveness of our label licenses by altering our rights to our technology.

The Company is currently, and could in the future be, subject to lawsuits, arbitrations, investigations,
and other legal actions with private parties and governmental entities, particularly involving claims for
infringement of patents and other intellectual property rights, and we may need to obtain licenses to
intellectual property from others

The outcome of legal actions is inherently uncertain, and we cannot be sure that we will prevail in any of these
actions. An adverse determination in some of our current legal actions could harm our business and financial
condition. Our products are based on complex, rapidly developing technologies. These products could be developed
without knowledge of previously filed patent applications that mature into patents that cover some aspect of these
technologies. In addition, we may seek to protect and commercialize a technology even though we are aware that
patents have been applied for and, in some cases, issued to others claiming technologies that are closely related to
ours. Because patent litigation is complex and the outcome inherently uncertain, our belief that our products do not
infringe valid and enforceable patents owned by others could be successfully challenged. We have from time to time
been notified that we may be infringing on the patents and other intellectual property rights of others. Also, in the
course of our business, we may from time to time have access to confidential or proprietary information of others,
and they could bring a claim against us asserting that we had misappropriated their technologies which, though not
patented, are protected as trade secrets, and had improperly incorporated those technologies into our products.

Due to these factors, litigation regarding patents and other intellectual property rights is extensive in the
biotechnology industry, and there remains a constant risk of intellectual property litigation and other legal actions
affecting us, which could include antitrust claims. From time to time, we have been made a party to litigation and
have been subject to other legal actions regarding intellectual property matters, which have included claims of

2009 Annual Report

violations of antitrust laws. These actions, some of which if determined adversely, could harm our business and

to Stockholders
financial condition. To avoid or settle legal claims, it may be necessary or desirable in the future to obtain licenses
relating to one or more products or relating to current or future technologies. We may not be able to obtain these
licenses or other rights on commercially reasonable terms, or at all, and might need to discontinue an important
product or product line or alter our products and processes. In some situations, settlement of claims may require an
agreement to cease allegedly infringing activities.

The Company is involved in several legal actions that could affect our intellectual property rights and our
products and services. The cost of litigation and the amount of management time associated with these cases has
been, and is expected to continue to be, significant. These matters might not be resolved favorably. If they are not
resolved favorably, we could be enjoined from selling the products or services in question or other products or
services as a result, and monetary or other damages could be assessed against us. The damages assessed against us
could include damages for past infringement, which in some cases can be trebled by the court. These outcomes
could harm our business or financial condition.

Disclosure of trade secrets could cause harm to our business

The Company attempts to protect our trade secrets by, among other things, entering into confidentiality
agreements with third-parties, our employees, and our consultants. However, these agreements can be breached and,
if they are, there may not be an adequate remedy available to us. If our trade secrets become known, we may lose our
competitive position.

21
 Some of the intellectual property that is important to our business is owned by other companies or insti-
tutions and licensed to us, and legal actions against them could harm our business
Even if we are not a party to these legal actions, an adverse outcome could harm our business because it might
prevent these other companies or institutions from continuing to license intellectual property that we may need for
our business. Furthermore, an adverse outcome could result in infringement or other legal actions being brought
directly against us.

Risks Related to Environmental and Product Liability Issues

Risks related to handling of hazardous materials and other regulations governing environmental safety
The Company’s research and development and manufacturing activities involve the use of potentially
hazardous materials, including biological materials, chemicals, and various radioactive compounds. Also, some
of our products are hazardous materials or include hazardous materials. Our operations also involve the generation,
transportation and storage of waste. These activities are subject to complex and stringent federal, state, local, and
foreign environmental, health, safety and other governmental laws, regulations, and permits governing the use,
storage, handling, and disposal of hazardous materials and specified waste products, as well as the shipment and
labeling of materials and products containing hazardous materials. Both public officials and private individuals or
organizations may seek to enforce these legal requirements against us. While we believe we are in material
compliance with these laws, regulations, and permits, we could discover that we are not in material compliance.
Under some laws and regulations, a party can be subject to “strict liability” for damages caused by some hazardous
materials, which means that a party can be liable without regard to fault or negligence. Existing laws and regulations
may also be revised or reinterpreted, or new laws and regulations may become applicable to us, whether
retroactively or prospectively, that may have a negative effect on our business and results of operations. It is
therefore impossible to eliminate completely the risk of contamination or injury from the hazardous and other
materials that we use in our business and products. If we fail to comply with any of these laws, regulations, or
permits, or if we are held strictly liable under any of these laws, regulations, or permits despite our compliance, we
could be subject to substantial fine or penalty, payment of remediation costs, loss of permits, and/or other adverse
governmental action, and we could be liable for substantial damages. Any of these events could harm our business
and financial condition.
In acquiring Dexter Corporation in 2000, we assumed certain of Dexter Corporation’s environmental
liabilities, including clean-up of formerly owned locations as well as several hazardous waste sites listed on
2009 Annual Report
to Stockholders

the National Priority List under federal Superfund law. We also assumed certain Applied Biosystems environmental
liabilities, including clean-up of formerly owned locations as well as hazardous waste sites under state and federal
environmental laws, in connection with our acquisition of Applied Biosystems in 2008. Unexpected results related
to the investigation and clean-up of any of these sites could cause our financial exposure in these matters to exceed
stated reserves and insurance, requiring us to allocate additional funds and other resources to address our
environmental liabilities, which could cause a material adverse effect on our business.

Potential product liability claims could cause harm to our business

We face a potential risk of liability claims based on our products or services. We carry product liability
insurance coverage, which is limited in scope and amount. We cannot assure, however, that we will be able to
maintain this insurance at a reasonable cost and on reasonable terms. We also cannot assure that this insurance will
be adequate to protect us against a product liability claim, should one arise.
Some of our services include the manufacture of biologic products to be tested in human clinical trials. We
could be held liable for errors and omissions in connection with these services, even though we are not the party
performing the clinical trials. In addition, we formulate, test and manufacture products intended for use by the
public. These activities could expose us to risk of liability for personal injury or death to persons using such
products. We seek to reduce our potential liability through measures such as contractual indemnification provisions
with clients (the scope of which may vary from client-to-client and the performances of which are not secured),
insurance maintained by clients and conducting certain of these businesses through subsidiaries. Nonetheless, we
could be materially harmed if we were required to pay damages or incur defense costs in connection with a claim

22
that is outside the scope of the indemnification agreements, if the indemnity, although applicable, is not performed
in accordance with its terms or if our liability exceeds the amount of applicable insurance or indemnity. In addition,
we could be held liable for errors and omissions in connection with the services we perform. We currently maintain
product liability and errors and omissions insurance with respect to these risks. There can be no assurance that our
insurance coverage will be adequate or that insurance coverage will continue to be available on terms acceptable to
us.

Risks Related to the Market for Our Securities

Operating results and the market price of our stock and convertible notes could be volatile

Our operating results and the price of our stock and convertible notes have been in the past, and will continue to
be, subject to fluctuations as a result of a number of factors, including those listed in this section of this Annual
Report and those we have failed to foresee. Our stock price and the price of our convertible notes could also be
affected by any of the following: inability to meet analysts’ expectations; general fluctuations in the stock market, or
fluctuations in the stock prices of companies in our industry or those of our customers; conditions and publicity
regarding the genomics, biotechnology, pharmaceutical, or life sciences industries generally, including, for
example, comments by securities analysts or public officials regarding such matters. Such volatility has had a
significant effect on the market prices of many companies’ securities for reasons unrelated to their operating
performance and has in the past led to securities class action litigation. Securities litigation against us could result in
substantial costs and a diversion of our management’s attention and resources, which could have an adverse effect
on our business.

ITEM 1B. Unresolved Staff Comments

Not applicable.

ITEM 2. Properties

We own or lease approximately 3,000,000 square feet of property being used in current operations at the
following principal locations within the United States, each of which contains office, manufacturing, storage and/or
laboratory facilities:

2009 Annual Report

• Carlsbad, California (owned (land only) and leased)

to Stockholders
• Frederick, Maryland (owned and leased)
• Grand Island, New York (owned and leased)
• Madison, Wisconsin (owned and leased)
• Brown Deer, Wisconsin (leased)
• Eugene, Oregon (owned and leased)
• Branford, Connecticut (leased)
• Camarillo, California (leased)
• Foster City, California (owned and leased)
• San Carlos, California (leased)
• Hayward, California (leased) (Closed October 2009)
• Pleasanton, California (owned)
• Norwalk, Connecticut (leased)
• Washington, District of Columbia (leased)
• Bedford, Massachusetts (leased)
• Beverly, Massachusetts (leased)
• Framingham, Massachusetts (leased)
• Woburn, Massachusetts (leased)
• Durham, North Carolina (leased)
• Austin, Texas (leased)
• Grand Prairie, Texas (leased)

23
 In addition, we own or lease approximately 1,500,000 square feet of property at locations outside the United
States including these principal locations, each of which also contains office, manufacturing, storage and/or
laboratory facilities:
• Glasgow area, Scotland (owned)
• Paisley, Scotland (leased)
• Oslo, Norway (owned (land only) and leased)
• Auckland and Christchurch, New Zealand (owned and leased)
• Shanghai and Beijing, China (leased)
• Newcastle, Australia (owned and leased)
• Darmstadt, Germany (leased)
• Warrington, United Kingdom (owned and leased)
• Rotterdam, Netherlands (leased)
• Bleiswijk, Netherlands (leased)
• Singapore (leased)
• Tokyo, Japan (leased)
• Narita, Japan (owned) (Closed in 2009)
• Shanghai, China (leased)
In addition to the principal properties listed above, we lease other properties in locations throughout the world,
including India, Japan, Taiwan, Hong Kong, Singapore, Thailand, Australia, Argentina, Brazil, Canada, Israel,
Belgium, Denmark, France, Germany, Italy, the Netherlands and Spain. Many of our plants have been constructed,
renovated or expanded during the past ten years. We are currently using substantially all of our finished space, with
some space available for expansion at some of our locations. We consider the facilities to be in a condition suitable
for their current uses. Because of anticipated growth in the business and due to the increasing requirements of
customers or regulatory agencies, we may need to acquire additional space or upgrade and enhance existing space
during the next five years. We believe that adequate facilities will be available upon the conclusion of our leases.
We also have leases in Branford, Connecticut; Bethesda and Rockville, Maryland; Worcester, Massachusetts;
South San Francisco, California; and Auckland, New Zealand; which are subleased or are being offered for
sublease. These properties are not used in current operations and therefore are not included in the discussion above.
Most of our products and services are manufactured or provided from our facilities in Austin, Texas; Bedford,
Massachusetts; Carlsbad, Camarillo, Foster City and Pleasanton, California; Eugene, Oregon; Frederick, Maryland;
2009 Annual Report
to Stockholders

Grand Island, New York; Madison, Wisconsin; Auckland, New Zealand; Oslo, Norway; Paisley, Scotland; and
Warrington, United Kingdom. We also have manufacturing facilities in Japan, Israel and Singapore.
Additional information regarding our properties is contained in Notes 1 and 6 to the Consolidated Financial
Statements included in this Annual Report on Form 10-K.

ITEM 3. Legal Proceedings

We are subject to potential liabilities under government regulations and various claims and legal actions that
are pending or may be asserted. These matters have arisen in the ordinary course and conduct of our business, as
well as through acquisitions. They include, for example, commercial, intellectual property, environmental,
securities, and employment matters. Some are expected to be covered, at least partly, by insurance. Estimated
amounts for claims that are probable and can be reasonably estimated are reflected as liabilities in the consolidated
financial statements. We believe that we have meritorious defenses against the claims currently asserted against us
and intend to defend them vigorously. However, the ultimate resolution of these matters is subject to many
uncertainties, and we cannot be sure that we will prevail in our defense of claims currently asserted against us. It is
reasonably possible that some of the matters that are pending or may be asserted could be decided unfavorably to us,
and an adverse determination could harm our business or financial condition.

ITEM 4. Submission of Matters to a Vote of Security Holders

None.

24
 PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Market and Stockholder Information
The Company’s common stock trades on The NASDAQ Global Select Market» under the symbol “LIFE.” Our
common stock previously traded under the symbol “IVGN”. The trading symbol was changed prior to November 24,
2008, in connection with the change of our corporate name from Invitrogen Corporation to Life Technologies
Corporation. The table below provides the high and low sales prices of our common stock for the periods indicated,
as reported by The NASDAQ Global Select Market.
High Low

Year ended December 31, 2009

Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $52.70 $45.30
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.46 39.49
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41.92 30.50
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33.33 22.99
Year ended December 31, 2008
Fourth quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $38.52 $19.56
Third quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44.65 36.56
Second quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48.13 36.73
First quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49.00 38.89
On February 24, 2010, the last reported sale price of our common stock was $50.26. As of February 24, 2010,
there were approximately 4,812 stockholders of record of our common stock. The approximate number of holders is
based upon the actual number of holders registered in our records at such date and excludes holders of shares in
“street name” or persons, partnerships, associations, corporations, or other entities identified in security positions
listings maintained by depository trust companies. The calculations of the market value of shares of Life
Technologies stock held by non-affiliates as of June 30, 2009, shown on the cover of this report, was made on
the assumption that there were no affiliates other than executive officers and directors as of the date of calculation.

2009 Annual Report

to Stockholders

25
 Price Performance Graph
Set forth below is a graph comparing the total return on an indexed basis of a $100 investment in the
Company’s common stock, the NASDAQ Composite» (US) Index and the NASDAQ BioPharmaceutical Index. The
measurement points utilized in the graph consist of the last trading day in each calendar year, which closely
approximates the last day of the respective fiscal year of the Company.

Compare 5-Year Cumulative Total Return Among Life Technologies Corporation,

NASDAQ Market Index and NASDAQ BioPharmaceutical Index

180

160

140

120

100
Dollars

80

60

40

20

0
2004 2005 2006 2007 2008 2009

Life Technologies NASDAQ Market Index NASDAQ BioPharmaceuticals

Assumes $100 invested on Dec 31, 2004; Assumes dividend reinvested; Fiscal year ending Dec 31, 2009
2009 Annual Report
to Stockholders

Dividends
We have never declared or paid any cash dividends on our common stock and currently do not anticipate
paying such cash dividends. We currently anticipate that we will retain all of our future earnings for use in the
development and expansion of our business, debt repayment and general corporate purposes. Any determination to
pay dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of
operations, financial condition, tax laws and other factors as the Board of Directors, in its discretion, deems
relevant. In addition, our ability to pay dividends in the future may be restricted by the financial covenants of our
credit agreement that was executed in November 2008 in connection with the merger with Applied Biosystems.

Securities Purchased Under Life Technologies Stock Repurchase Program

In July 2007, the Board of Directors of the Company approved a program authorizing management to
repurchase up to $500.0 million of common stock over the next three years, of which $265.0 million remains open
and available for purchase at December 31, 2009. Under this plan, the Company repurchased 1.2 million shares at a
total cost of approximately $100.0 million for the year ended December 31, 2008. No shares have been repurchased

26
for the year ended December 31, 2009. The cost of repurchased shares are included in treasury stock and reported as
a reduction in stockholders’ equity. The amount of stock the Company is able to repurchase is limited by the
covenants of the debt financing associated with the Applied Biosystems merger.

ITEM 6. Selected Financial Data

The following selected data should be read in conjunction with our financial statements located elsewhere in
this Annual Report on Form 10-K and “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.”

FIVE YEAR SELECTED FINANCIAL DATA

(in thousands, except per share data) 2009(1) 2008(1,2) 2007(1) 2006(1,3) 2005(1,4)

Revenues . . . . . . . . . . . . . . . . . . . . . . $3,280,344 $1,620,323 $1,281,747 $1,151,175 $1,079,137

Gross profit . . . . . . . . . . . . . . . . . . . . 1,824,725 940,752 715,887 608,331 549,535
Net income from continuing
operations . . . . . . . . . . . . . . . . . . . . 144,594 4,356 106,238 53,188 102,348
Net income (loss) from discontinued
operations . . . . . . . . . . . . . . . . . . . . — 1,358 12,911 (266,808) 10,561
Net income (loss) . . . . . . . . . . . . . . . . 144,594 5,714 119,149 (213,620) 112,909
Earnings from continuing operations
per common share:
Basic. . . . . . . . . . . . . . . . . . . . . . $ 0.82 $ 0.05 $ 1.13 $ 0.52 $ 0.99
Diluted . . . . . . . . . . . . . . . . . . . . $ 0.80 $ 0.04 $ 1.10 $ 0.51 $ 0.92
Earnings (loss) from discontinued
operations per common share:
Basic. . . . . . . . . . . . . . . . . . . . . . — $ 0.01 $ 0.14 $ (2.60) $ 0.10
Diluted . . . . . . . . . . . . . . . . . . . . — $ 0.01 $ 0.13 $ (2.52) $ 0.09
Net income (loss) per share:
Basic. . . . . . . . . . . . . . . . . . . . . . $ 0.82 $ 0.06 $ 1.27 $ (2.08) $ 1.09

2009 Annual Report

Diluted . . . . . . . . . . . . . . . . . . . . $ 0.80 $ 0.05 $ 1.23 $ (2.01) $ 1.01

to Stockholders
Current assets . . . . . . . . . . . . . . . . . . . $1,796,164 $1,612,171 $1,090,484 $ 740,604 $1,079,234
Noncurrent assets . . . . . . . . . . . . . . . . 7,319,576 7,286,588 2,225,966 2,168,212 2,231,655
Current liabilities (including
convertible debt) . . . . . . . . . . . . . . . 1,385,723 1,007,242 234,413 228,086 468,148
Noncurrent liabilities (including
convertible debt) . . . . . . . . . . . . . . . 3,703,349 4,434,979 1,232,406 1,178,988 1,172,930
Total stockholders’ equity . . . . . . . . . . 4,026,668 3,456,538 1,847,125 1,736,146 2,170,084

(1) During 2009, 2008, 2007, 2006 and 2005 the Company completed acquisitions that were not material and their
results of operations have been included in the accompanying consolidated financial statements from their
respective dates of acquisition. See Note 2 to the Notes to Consolidated Financial Statements.
(2) 2008 includes the results of operations of Applied Biosystems, Inc. from November 21, 2008, the date of
acquisition, and the one-time purchase accounting charges associate with the merger such as in-process
research and development, which affects the comparability of the Selected Financial Data.
(3) In 2006, the FASB issued guidance under ASC Topic 718, Compensation—Stock Compensation in which share
based payments are included in the results of operations and impacts the net income as reported. This adoption
affects comparability between the Selected Financial Data. See Note 1 in the Notes to Consolidated Financial
Statements.
(4) 2005 includes the results of operations of Dynal Biotech Holding from April 1, 2005, the date of acquisition,
which affects the comparability of the Selected Financial Data.

27
 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
OVERVIEW
The Company is a global biotechnology tools company dedicated to helping our customers make scientific
discoveries and ultimately improve the quality of life. Our systems, reagents, and services enable researchers to
accelerate scientific exploration, driving to discoveries and developments that make life better. Life Technologies
customers do their work across the biological spectrum, working to advance genomic medicine, regenerative
science, molecular diagnostics, agricultural and environmental research, and 21st century forensics. In 2009, the
Company had sales of approximately $3,280.3 million, employed 9,000 people, had a presence in more than 160
countries, and possessed a rapidly growing intellectual property estate of over 3,900 patents and exclusive licenses.
The Company’s systems and reagents, enable, simplify and improve a broad spectrum of biological research of
genes, proteins and cells within academic and life science research and commercial applications. Our scientific
know-how is making biodiscovery research techniques more effective and efficient to pharmaceutical, biotech-
nology, agricultural, government and academic researchers with backgrounds in a wide range of scientific
disciplines.
The Company offers many different products and services, and is continually developing and/or acquiring
others. Some of our specific product categories include the following:
• “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 bio-
logical 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
2009 Annual Report

nucleic acids (DNA and RNA molecules) for a host of applications in molecular biology.
to Stockholders

• Cell culture media and reagents used to preserve and grow mammalian cells, which are used in large scale
cGMP bio-production facilities to produce large molecule biologic therapies.
• RNA Interference reagents, which enable scientists to selectively “turn off” genes in biology systems to
gain insight into biological pathways.
• Capillary electrophoresis and massively parallel SOLiDTM DNA sequencing systems and reagents, which
are used to discover sources of genetic and epigenetic variation, to catalog the DNA structure of organisms
de novo, to verify the composition of genetic research material, and to apply these genetic analysis
discoveries in markets such as forensic human identification.
During 2009, we aligned our products and services into the following four divisions: Molecular Biology
Systems, Genetic Systems, Cell Systems and Mass Spectrometry. The Mass Spectrometry division was comprised
of a 50% interest in a joint venture that the Company acquired as a part of the AB acquisition. The Company sold the
Mass Spectrometry business to Danaher Corporation on January 29, 2010. The Company accounted for this
investment using the equity method. Our share of earnings or losses, including revenue, is included in other income.
The MBS division includes the molecular biology based technologies including basic and real-time PCR, RNAi,
DNA synthesis, thermo-cycler instrumentation, cloning and protein expression profiling and protein analysis. The
CS division includes all product lines used in the study of cell function, including cell culture media and sera, stem
cells and related tools, cellular imaging products, antibodies, drug discovery services, and cell therapy related
products. The GS division includes sequencing systems and reagents, including capillary electrophoresis and the
SOLiD system, as well as reagent kits developed specifically for applied markets, such as forensics, food safety and
pharmaceutical quality monitoring. Upon completion of the acquisition of AB in 2008, we commenced the process

28
of integrating the businesses and administration of the combined companies. A key part of this process was a
reorganization of the business, research and development, and sales and marketing organizations within Life
Technologies such that they are focused on optimizing the unique technologies and capabilities of the combined
companies to drive new developments and business performance.
The principal markets for our products include the life sciences research market and the biopharmaceutical
production market. We divide our principal market and customer base into principally three categories:
Life science researchers. The life sciences research market consists of laboratories generally associated with
universities, medical research centers, government institutions such as the United States National Institutes of
Health, or the NIH, and other research institutions as well as biotechnology, pharmaceutical, diagnostic, energy,
agricultural, and chemical companies. Researchers at these institutions are using our products and services in a
broad spectrum of scientific activities, such as: searching for drugs or other techniques to combat a wide variety of
diseases, such as cancer and viral and bacterial disease; researching diagnostics for disease identification or for
improving the efficacy of drugs to targeted patient groups; and assisting in vaccine design, bioproduction, and
agriculture. Our products and services provide the research tools needed for genomics studies, proteomics studies,
gene splicing, cellular analysis, and other key research applications that are required by these life science
researchers. In addition, our research tools are important in the development of diagnostics for disease determi-
nation as well as identification of patients for more targeted therapy.
Commercial producers of biopharmaceutical and other high valued proteins. We serve industries that
apply genetic engineering to the commercial production of useful but otherwise rare or difficult to obtain
substances, such as proteins, interferons, interleukins, t-PA and monoclonal antibodies. The manufacturers of
these materials require larger quantities of the same sera and other cell growth media that we provide in smaller
quantities to researchers. Industries involved in the commercial production of genetically engineered products
include the biotechnology, pharmaceutical, food processing and agricultural industries.
Users who apply our technologies to enable or improve particular activities. We provide tools that apply
our technology to enable or improve activities in particular markets, which we refer to as applied markets. The
current focus of our products for these markets is in the areas of: forensic analysis, which is used to identify
individuals based on their DNA; quality and safety testing, such as testing required to measure food, beverage, or
environmental quality, and pharmaceutical manufacturing quality and safety; and biosecurity, which refers to
products needed in response to the threat of biological terrorism and other malicious, accidental, and natural
biological dangers. The Applied Biosystems branded forensic testing and human identification products and

2009 Annual Report

services are innovative and market-leading tools that have been widely accepted by investigators and laboratories in

to Stockholders
connection with criminal investigations, the exoneration of individuals wrongly accused or convicted of crimes,
identifying victims of disasters, and paternity testing.

Our Strategy
Our objective is to provide essential life science technologies for basic research, drug discovery, and
development of diagnostic and commercial applications.
Our strategies to achieve this objective include:

➣ New Product Innovation and Development

➣ Developing innovative new products. We place a great emphasis on internally developing new technologies
for the life sciences research markets. Additionally, we are looking to leverage the broad range of our
technologies to create unique customer application-based solutions. A significant portion of our growth and
current revenue base has been created by the application of technology to accelerate our customer’s research
process, and to various Standardized testing environments such as human identification.
➣ In-licensing technologies. We actively and selectively in-license new technologies, which we modify to
create high value kits, many of which address bottlenecks in the research or drug discovery laboratories.
We have a dedicated group of individuals that are focused on in-licensing technologies from academic and
government institutions, as well as biotechnology and pharmaceutical companies.

29
 ➣ Acquisitions. We actively and selectively seek to acquire and integrate companies with complementary
products and technologies, trusted brand names, strong market positions and strong intellectual property
positions. We have made numerous acquisitions since becoming a public company in 1999.
➣ Divestitures. In September 2009, the Company announced a signed definitive agreement to sell its 50%
ownership stake in the Applied Biosystems/MDS Analytical Technologies Instruments joint venture and
all assets related to the Company’s mass spectrometry business to Danaher Corporation for $450.0 million
in cash, subject to a conventional working capital adjustment. The transaction closed on January 29, 2010.
Included in the sale of the mass spectrometry business is the ownership stake in the joint venture as well as
selected assets and liabilities directly attributable to the mass spectrometry business. The Company
approximates $280.0 million of net cash proceeds after taxes upon completion of the transaction. The
joint venture generated pre tax net income of $20.3 million and $1.6 million for 2009 and 2008,
respectively. The results of operations for the joint venture are presented as a single amount in the “other
income/(expense)” line in the Consolidated Statements of Operations.

➣ Utilize Existing Sales, Distribution and Manufacturing Infrastructure

➣ Multi-national sales footprint. We have developed a broad sales and distribution network with sales a
presence in more than 160 countries. Our sales force is highly trained, with many of our sales people
possessing degrees in molecular biology, biochemistry or related fields. We believe our sales force has a
proven track record in successfully marketing our products across the globe and we expect to leverage this
capacity to increase sales of our existing, newly developed and acquired products.
➣ High degree of customer satisfaction. Our sales, marketing, customer service and technical support staff
provide our customers exceptional service and have been highly rated in customer satisfaction surveys.
We use this strength to attract new customers and maintain existing customers.
➣ Rapid product delivery. We have the ability to ship typical consumable orders on a same-day or next-day
basis. We use this ability to provide convenient service to our customers to generate additional sales.

➣ Invest in High Growth Markets

We will focus our investments and resources in markets that provide high growth opportunities, particularly in
four areas:
2009 Annual Report
to Stockholders

➣ Next Generation DNA Sequencing. Our SOLiD technology system represents the latest innovation in
next generation sequencing, a method of sequencing the genome at high throughput and relatively low
cost. We will continue to invest in cutting-edge technology, customer collaborations, and sales force
expertise to remain the leader in this important area of research. We will also continue to invest in future
sequencing technologies that will allow for more rapid and lower cost sequencing.
➣ Emerging Geographies. We continue to focus and invest in high growth geographic markets such as
China and India, with direct sales and marketing personnel, as well as manufacturing and distribution
facilities. We will further optimize our presence in these markets by leveraging collaborations with key
government and academic institutions and local companies.
➣ Regenerative Medicine. We are the premier provider of biological products and services for advancing
the field of regenerative medicine. We will continue to invest in supplementing our comprehensive suite
of product offerings, including animal origin free reagents for stem cell research, and unique primary and
stem cells for drug discovery screening.
➣ Applied Markets. We will leverage the growing trend of applying biology based approaches to markets
beyond basic life science research. We have a strong presence in these markets and we will continue to
invest time and resources to further add to our product portfolio and customer contacts in many applied
markets, including, but not limited to, forensics, food and water safety testing, agbio, animal health, and
human diagnostics.

30
 The Company anticipates that our results of operations may fluctuate on a quarterly and annual basis and will
be difficult to predict. The timing and degree of fluctuation will depend upon several factors, including those
discussed under our “Risk Factors.”

RESULTS OF OPERATIONS

Comparison of Years Ended December 31, 2009 and 2008

(in millions) 2009 2008 $ Increase % Increase

Molecular Biology Systems. . . . . . . . . . . . . . . . . . . . . . . $1,581.6 $ 736.2 $ 845.4 115%
Cell Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 788.7 747.4 41.3 6%
Genetic Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 906.5 134.9 771.6 NM
Corporate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5 1.8 1.7 94%
Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,280.3 $1,620.3 $1,660.0 102%
Total gross margin . . . . . . . . . . . . . . . . . . . . . . . . . . $1,824.7 $ 940.8 $ 883.9 94%
Total gross margin %. . . . . . . . . . . . . . . . . . . . . . . . 56% 58%

Revenues

The Company’s revenues increased by $1,660.0 million or 102% for the year ended December 31, 2009
compared to the year ended December 31, 2008. The increase in revenue is driven primarily by an increase of
$1,649.4 million due to the acquisition of AB. The remaining year over year change in revenue was due to increases
of $49.1 million in volume and pricing, partially offset by a decrease of $39.0 million in unfavorable currency
impacts including hedging.

As of January 1, 2009, we aligned our business under four divisions—Molecular Biology Systems, Genetic
Systems, Cell Systems and Mass Spectrometry. The Mass Spectrometry division is comprised of a 50% interest in a
joint venture that the Company acquired as a part of the AB acquisition. The Company accounted for this
investment using the equity method of accounting. Our share of earnings or losses related to the joint venture,
including revenue and the related expenses, is included in other income. The Molecular Biology Systems (MBS)

2009 Annual Report

division includes the molecular biology based technologies including basic and real-time PCR, RNAi, DNA

to Stockholders
synthesis, thermo-cycler instrumentation, cloning and protein expression profiling and protein analysis. Revenue in
this division increased by $845.4 million or 115% in 2009 compared to 2008. This increase was driven primarily by
$833.5 million from the acquisition of AB and $29.8 million in increased volume and pricing, partially offset by
$17.9 million in unfavorable currency impacts including hedging. The Cell Systems (CS) division includes all
product lines used in the study of cell function, including cell culture media and sera, stem cells and related tools,
cellular imaging products, antibodies, drug discovery services, and cell therapy related products. Revenue in this
division increased $41.3 million or 6% for 2009 compared to 2008. This increase was driven primarily by
$46.1 million from the acquisition of AB, $13.5 million in increased volume and pricing, and $0.9 million from
acquisitions, partially offset by $19.2 million in unfavorable currency impacts including hedging. The Genetic
System (GS) division includes sequencing systems and reagents, including capillary electrophoresis and the SOLiD
system, as well as reagent kits developed specifically for applied markets, such as forensics, food safety and
pharmaceutical quality monitoring. Revenue in this division increased by $771.6 million for 2009 compared to
2008, driven primarily by the acquisition of AB.

Changes in exchange rates of foreign currencies, especially the Japanese yen, the British pound sterling, the
euro and the Canadian dollar, can significantly increase or decrease our reported revenue on sales made in these
currencies and could result in a material positive or negative impact on our reported results. In addition to currency
exchange rates, we expect that future revenues will be affected by, among other things, new product introductions,
competitive conditions, customer research budgets, government research funding, the rate of expansion of our
customer base, price increases, product discontinuations and acquisitions or dispositions of businesses or product
lines.

31
 Gross Profit

Gross profit increased $883.9 million or 94% in 2009 compared to 2008. The increase in gross profit was
primarily due to the acquisition of AB as well as increased pricing on sales as defined in the revenue movement,
offset by an increase of $195.7 million in purchased intangible assets amortization. Amortization expense related to
purchased intangible assets acquired in our business combinations was $282.6 million for 2009 compared to
$86.9 million for 2008. The increase was the result of the amortization of intangibles resulting from the acquisition
of AB. Gross profit for 2009 included an increase of $18.5 million and $29.9 million of deferred revenue
adjustments and acquired inventory fair market value adjustments as a result of the AB acquisition. In accordance
with purchase accounting rules, the acquired deferred revenue and inventory is adjusted to fair value. The Company
amortizes this fair value adjustment into income in line with the underlying acquired assets and liabilities.

Operating Expenses
For the Years Ended December 31,
2009 2008
As a As a
Percentage Percentage
Operating of Operating of $ Increase % Increase
(in millions) Expense Revenues Expense Revenues (Decrease) (Decrease)
Operating Expenses
Selling, general and administrative . . . . . $987.1 30% $499.3 31% $487.8 98%
Research and development . . . . . . . . . . . 337.1 10% 142.5 9% 194.6 137%
Business consolidation costs . . . . . . . . . . 112.9 3% 38.6 2% 74.3 192%
In-process research and development . . . . 1.7 NM 93.3 6% (91.6) (98)%

Selling, General and Administrative. For the year ended December 31, 2009, selling, general and admin-
istrative expenses increased $487.8 million or 98% compared to the year ended December 31, 2008. This increase
was driven primarily by $448.3 million related to the acquisition of AB and an increase of $56.6 million in
compensation, bonuses and benefits, partially offset by a decrease of $14.8 million in infrastructure costs.

Research and Development. For the year ended December 31, 2009, research and development expenses
increased $194.6 million or 137% compared to the year ended December 31, 2008. This increase was driven
2009 Annual Report

primarily by $193.1 million related to the acquisition of AB and an increase of $4.1 million in compensation,
to Stockholders

bonuses and benefits, partially offset by $2.0 million in favorable currency impacts.

Business Consolidation Costs. Business consolidation costs for the year ended December 31, 2009 were
$112.9 million, compared to $38.6 million for the year ended December 31, 2008, and represent costs associated
with our integration efforts related to AB and to realign our business and consolidate certain facilities. The increase
in costs year over year is due to the ramp up of activities performed in the integration post merger, which was
completed in November of 2008. Included in these costs are various activities related to the acquisition which were
associated with combining the two companies and consolidating redundancies. Also included in these expenses are
one time expenses associated with third-party providers assisting in the realignment of the two companies. We
expect to continue to incur business consolidation costs into the foreseeable future, albeit at a reduced amount, as we
further consolidate operations and facilities and realign the previously existing businesses.

Purchased In-Process Research and Development. Purchased in-process research and development costs
were $1.7 million for 2009 compared to $93.3 million in 2008. In 2008, in association with the AB merger as well as
some immaterial acquisitions, the Company acquired and expensed in-process research and development.

Other Income (Expense)

Interest Income. Interest income was $4.7 million for the year ended December 31, 2009 compared to
$24.6 million for the year ended December 31, 2008. The decrease was primarily due to economic conditions
leading to lower interest rates available on invested cash balances and lower cash balances invested.

32
 Interest income in the future will be affected by changes in short-term interest rates and changes in cash
balances, which may materially increase or decrease as a result of acquisitions, debt repayment, stock repurchase
programs and other financing activities.
Interest Expense. Interest expense was $192.9 million for the year ended December 31, 2009 compared to
$85.1 million for the year ended December 31, 2008. The increase in interest expense was primarily driven by the
interest incurred on the $2,400.0 million of term loans issued in November 2008 in connection with the AB merger.
During the year ended December 31, 2009, the Company made early principal repayments of $350.0 million
on term loan B, which resulted in the Company accelerating the write off of $12.5 million of deferred financing
costs attributable to the principal repaid. The loss is separately identified in our results from operations as an “early
extinguishment of debt”.
Other Income (Expense), Net. Other income, net, was $9.4 million for the year ended December 31, 2009
compared to $5.7 million for the same period of 2008. Included in 2009 was $20.3 million of income related to our
interest in the joint venture. The gain was offset by $10.9 million in foreign currency losses and other miscellaneous
items.
Provision for Income Taxes. The provision for income taxes as a percentage of pre-tax income from
continuing operations was 25.7% for the year ended December 31, 2009 compared with 96.1% for the year ended
December 31, 2008. The effective tax rate for 2009 is significantly lower than 2008 and is primarily attributable to
the 2009 release of a valuation allowance of $19.8 million, and in 2008, the recognition of $60.6 million in United
States income tax in connection with the repatriation of non-United States retained earnings to help fund the AB
acquisition and $93.3 million of acquired purchased in-process research and development costs which were
expensed for financial reporting purposes but were not deductible for tax purposes.

Comparison of Years Ended December 31, 2008 and 2007

(in millions) 2008 2007 $ Increase % Increase
Molecular Biology Systems revenues . . . . $ 736.2 $ 583.6 $152.6 26%
Cell Systems revenues . . . . . . . . . . . . . . . 747.4 652.2 95.2 15%
Genetic Systems revenues . . . . . . . . . . . . 134.9 45.9 89.0 194%
Corporate and other . . . . . . . . . . . . . . . . . 1.8 — 1.8 NM

2009 Annual Report

Total revenues . . . . . . . . . . . . . . . . . . . $1,620.3 $1,281.7 $338.6 26%

to Stockholders
Total gross margin . . . . . . . . . . . . . . . . $ 940.8 $ 715.9 $224.9 31%
Total gross margin % . . . . . . . . . . . . . . 58% 56%

Revenues
Revenues increased $338.6 million or 26% for 2008 compared to 2007. Of the $338.6 million increase in
revenue, revenue from the acquisition of AB accounted for 56% of the total increase or $191.0 million. AB revenue
accounted for $98.0 million, $5.3 million, and $85.4 million of the increase in the MBS, CS, and GS divisions,
respectively. The remaining $147.6 million of the Company’s increase was primarily a result of $71.8 million of
increased volume and new product revenue, $40.3 million in favorable foreign currency translation, $30.1 million in
increased price and product mix optimization, $6.7 million of freight recovery and $2.8 million of royalty revenue.

Gross Profit
Gross profit increased $224.9 million or 31% for 2008 compared to 2007. Of the $224.9 million increase in
gross profit, gross profit from AB accounts for 56% of the total increase or $126.7 million. The remaining
$98.2 million increase was primarily a result of $33.6 million in increased volume and new products, increased
price of $30.1 million, and $28.2 million in favorable foreign currency impacts. Drivers of year over year changes in
the gross margin are consistent with the drivers of revenue year over year. Gross profit for 2008 included an increase
of $4.3 million and $30.8 million of deferred revenue adjustments and acquired inventory fair market value
adjustments as a result of a business combination. In accordance with purchase accounting rules, the acquired

33
 deferred revenue and inventory is adjusted to fair value. The Company amortizes this fair value adjustment into
income in line with the underlying acquired assets and liabilities.

Amortization expense related to purchased intangible assets was $86.9 million for 2008 compared to
$98.7 million for 2007. The decrease in intangible amortization is due to the completion of amortization of
certain acquired intangibles at the end of 2007, partially offset by the amortization of the new intangibles acquired
in the AB acquisition.

Operating Expenses
For the Years Ended December 31,
2008 2007
As a As a
Percentage Percentage
Operating of Operating of
(in millions) Expense Revenues Expense Revenues $ Increase % Increase
Operating Expenses
Selling, general and administrative. . . . . . $499.3 31% $416.1 32% $83.2 20%
Research and development. . . . . . . . . . . . 142.5 9% 115.8 9% 26.7 23%
Business Consolidation Costs . . . . . . . . . 38.6 2% 5.6 NM 33.0 NM
In-process research and development . . . . 93.3 6% — — 93.3 NM

Selling, General and Administrative. For 2008, selling, general and administrative expenses increased
$83.2 million or 20% compared to 2007. Of the $83.2 million increase, $45.1 million resulted from the acquisition
of AB, and $28.9 million resulted from increase salaries and bonuses. The remaining increase of $9.2 million
resulted primarily from increased travel expense of $4.0 million, purchased services of $3.6 million, $4.2 million of
foreign currency translation impacts, $3.2 million of rent and utilities expenses, and $2.4 million of depreciation.
This was partially offset by a decrease in infrastructure costs of $7.8 million.

Research and Development. Research and development expenses for 2008 increased $26.7 million or 23%
compared to 2007. Of the $26.7 million increase, $17.5 million resulted from the acquisition of AB. The remaining
$9.2 million increase resulted primarily from an increase of $7.2 million in salaries and bonus expenses and
2009 Annual Report

$3.2 million in increased supplies expense partially offset by $0.9 million of purchased services. Overall, gross
to Stockholders

research and development expenses increased 23% year over year as a result of our continued efforts to expand new
product development projects.

Business Consolidation Costs. Business consolidation costs for 2008 were $38.6 million, compared to
$5.6 million in 2007, and represent costs associated with our acquisition efforts related to AB and to realign our
business and consolidation of certain facilities. Included in these costs are various activities related to the
acquisition which were associated with combining the two companies and consolidating redundancies. Also
included in these expenses are one time expenses associated with third-party providers assisting in the realignment
of the two companies.

Purchased In-Process Research and Development. Purchased in-process research and development costs
were $93.3 million in 2008 compared to none in 2007. These costs were primarily attributable to the AB merger as
well as some immaterial acquisitions in which the Company acquired and expensed in-process research and
development expenses.

Other Income (Expense)

Interest Income. Interest income was $24.6 million in 2008 compared to $28.0 million in 2007. The
$3.4 million decrease resulted primarily from a decrease in the average yield of our investments in 2008 along with
the lower balance in cash and cash equivalents in the fourth quarter of 2008 as a result of the purchase price paid for
the AB acquisition.

34
 Interest Expense. Interest expense was $85.1 million for 2008 compared to $67.4 million for 2007. The
primary reason for the increase in interest expense was interest incurred on the $2,400.0 million of term loans issued
in November 2008 in conjunction with acquisition of AB.
Other Income (Expense), Net. Other income, net, was $5.7 million for 2008 compared to $0.3 million for
2007. The primary reason for the $5.4 million increase in other income was foreign currency net gains of
$4.0 million and joint venture income of $1.6 million related to our interest in the joint venture.
Provision for Income Taxes. The provision for income taxes as a percentage of our pre-tax income was 96.1%
for 2008 compared with 23.7% of our pre-tax income for 2007. The increase in the effective tax rate was primarily
attributable to United States income tax recognized in connection with the repatriation of non-United States
retained earnings to help fund the AB acquisition and acquired purchased in-process research and development
costs which were expensed for financial reporting purposes but were not deductible for tax purposes.

LIQUIDITY AND CAPITAL RESOURCES

Our future capital requirements and the adequacy of our available funds will depend on many factors,
including future business acquisitions, future stock or debt repayment or repurchases, scientific progress in our
research and development programs and the magnitude of those programs, our ability to establish collaborative and
licensing arrangements, the cost involved in preparing, filing, prosecuting, maintaining and enforcing patent claims
and competing technological and market developments. In light of the current market conditions surrounding the
credit market, the risk of the inability to obtain credit in the market is a potential risk. We believe that our annual
positive cash flow generation and secured financing arrangements allow the company to mitigate this risk and
ensures the company has the necessary working capital requirements to fund continued operations. We intend to
continue our strategic investment activities in new product development, in-licensing technologies and acquisitions
that support our platforms. In the event additional funding needs arise, we may obtain cash through new debt or
stock issuance, or a combination of sources.
In February 2010, the Company issued $1,500.0 million of unsecured bonds in which the proceeds were used
to pay down the existing term loans. The Company believes based on its risk profile, with strong cash generation and
the history of paying down debt in a timely manner, it will have the ability to raise funding in the future through
public and private markets. However, the Company does not anticipate the need for additional financing and expects
to fund future operation through the generation of cash from operations. In January of 2010, the Company sold its
50% investment stake in the Applied Biosystems/MDS Analytical Technology Instruments joint venture for

2009 Annual Report

approximately $280.0 million in net cash proceeds after taxes, which was used to further pay down the term loans.

to Stockholders
As a result of the payment on the existing term loans, the Company expects to accelerate the recognition of debt
issuance cost expense associated with the term loans. At December 31, 2009, the Company had $56.4 million of
unamortized debt issuance costs related to these term loans. The Company does not believe the bond issuance or the
sale of the joint venture will materially alter its future cash flows.
The Company has, and expects to be able to continue to generate positive cash flow from operations to fund
both short term and long term cash needs. Should changes in the Company’s cash needs occur, the Company could
seek additional financing and believes such financing would be obtained at reasonable rates.
Operating Activities. Operating activities provided net cash of $714.5 million during 2009 primarily from net
income of $144.6 million plus net non-cash charges of $656.2 million. Changes in operating assets and liabilities
provided a net decrease of $86.3 million in cash during the period. Within the non-cash charges in operating
activities, the primary drivers were amortization of intangible assets of $296.0 million, depreciation charges of
$115.7 million, acquired inventory fair market value adjustments of $62.7 million, share based compensation of
$60.1 million, and non-cash interest expense of $42.9 million resulting from the retrospective adoption of a
bifurcation requirement on our convertible debt as prescribed by ASC Topic 470-20, Debt with Conversion and
Other Options. The primary drivers of the cash decrease from changes in operating assets and liabilities were a
decrease in income taxes payable of $122.8 million, an increase in trade accounts receivable of $10.4 million, and
an increase in other assets of $6.1 million, which were offset by an increase in accrued expenses and other current
liabilities of $38.3 million, an increase in accounts payable of $6.5 million, and decreases in inventories of
$11.8 million. The Company continued to generate positive cash flows from operations due to the margin earned on
sales and the continued revenue growth throughout 2009.

35
 As of December 31, 2009, we had cash and cash equivalents of $596.6 million and short-term investments of
$10.8 million. Our working capital was $410.4 million as of December 31, 2009 including restricted cash of
$40.7 million. Our funds are currently primary invested in marketable securities, money market funds, and bank
deposits with maturities of less than three months. A majority of the Company’s cash and cash equivalents are held
in the United States. Repatriation of funds outside of the United States are subject to local laws and customs. As of
December 31, 2009, foreign subsidiaries in China, Japan, and India had available bank lines of credit denominated
in local currency to meet short-term working capital requirements. The United States dollar equivalent of these
facilities totaled $13.4 million, none of which was outstanding at December 31, 2009.
Our working capital factors, such as inventory turnover and days sales outstanding, are seasonal and, on an
interim basis during the year, may require an influx of short-term working capital. We believe our current cash and
cash equivalents, investments, cash provided by operations and interest income earned thereon and cash available
from bank loans and lines of credit will satisfy our working capital requirements debt obligations and capital
expenditure for the foreseeable future.
The Company has undertaken restructuring activities in connection with the merger of Applied Biosystems,
which primarily include one-time termination costs, such as severance costs related to elimination of duplicative
positions and change in control agreements to mostly sales, finance, IT, research and development, and customer
services. The restructuring plan also includes charges associated with the closure of certain leased facilities and
one-time relocation costs for the employees whose employment positions have been moved to another location. As
a result of the plan, the Company expects to achieve operating efficiencies in future periods related to salary and
overhead costs specifically related to its selling, general and administrative and research and development costs. At
December 31, 2009, the Company had restructuring accruals of $26.5 million pursuant to this plan, and payments
are expected to be fully paid in 2010, excluding payments related to the unfavorable lease contracts as a result of the
restructuring plan which will run through 2011. Total restructuring expenditures are estimated to be approximately
$147.9 million, of which $119.0 million were incurred and recorded in the financial statements and $92.9 million
were paid since the inception of the plan. The Company expects the restructuring activities to result in long term
cost savings in cost of goods sold as well as in selling, general and administrative costs related to the efficiencies in
procurement and manufacturing as well as the reduction of redundant and excess overhead. The Company expects
long term cost savings in excess of the costs to complete the plan.
The Company’s pension plans and post retirement benefit plans are funded in accordance with local statutory
requirements or by voluntary contributions. The funding requirement is based on the funded status, which is
2009 Annual Report

measured by using various actuarial assumptions, such as interest rate, rate of compensation increase, or expected
to Stockholders

return on plan assets. The Company’s qualified pension plans are adequately funded at December 31, 2009. Future
contribution may change when new information is available or local statutory requirement are changed. Based on
the actuarial estimates at December 31, 2009, the Company expects to contribute $23.5 million to non-qualified
pension plans during 2010, which has already been funded in our rabbi trust to satisfy a significant portion of these
contribution requirements.
Investing Activities. Net cash used by investing activities during 2009 was $258.0 million. The cash was used
for purchases of property, plant, and equipment of $180.6 million, business combinations of $55.0 million, and asset
purchases of $31.3 million, partially offset by cash received for a business divestiture of $15.2 million.
For 2010, we expect to spend in the range of $150.0 million to $175.0 million on purchases of property, plant
and equipment, which includes approximately $30.0 million of integration related capital expenditures. The
spending will be driven in part by additional capital equipment, information technology, and integration related
capital as a result of merger with Applied Biosystems.
During 2008, we completed the acquisition of Applied Biosystems for a total purchase price of $4,564.4 mil-
lion, of which $2,738.9 million was paid in cash. The results of operations were included from the date of
acquisition. In September 2009, the Company announced a signed definitive agreement to sell its 50% ownership
stake in the Applied Biosystems/MDS Analytical Technologies Instruments joint venture and all assets related to
the Company’s mass spectrometry business to Danaher Corporation for $450.0 million in cash, subject to a
conventional working capital adjustment. Included in the sale of the mass spectrometry business is the ownership
stake in the joint venture as well as selected assets and liabilities directly attributable to the mass spectrometry

36
business. The Company approximates that it will receive $280.0 million of net cash proceeds after taxes upon
completion of the transaction and the Company intends to use such proceeds to pay down debt. For information on
our business combination accounting, see Note 2 of the Notes to Consolidated Financial Statements and Note 14 for
the discussion of subsequent events.

During 2009, 2008 and 2007, the Company completed several additional stock acquisitions that were not
material individually or collectively to the overall consolidated financial statements and the results of operations.
The Company completed such acquisitions for the aggregate purchase price of $81.6 million, $88.5 million, and
$23.1 million during 2009, 2008, and 2007, respectively, of which $35.9 million, $88.5 million, and $23.1 million
were paid in cash during 2009, 2008, and 2007, respectively.

Pursuant to the purchase agreements for certain prior year and current year acquisitions, we could be required
to make additional contingent cash payments based on certain technological milestones, patent milestones and the
achievement of future gross sales of the acquired companies. Some of the purchase agreements the Company has
entered into do not limit the payments to a maximum amount, nor restrict the payment deadlines. During the years
ended 2009, none of the contingent payments were earned or paid for the achievement of future gross sales. During
the year ended 2009, one of the contingent payments, totaling $1.7 million, was earned for the achievement of a
certain technological milestone. For acquisitions accounted for under SFAS 141, Business Combinations, the
Company will account for any such contingent payments as an addition to the purchase price of the acquired
company. For acquisitions accounted for under ASC Topic 805, Business Combinations, these obligations will be
accounted for at fair value at the time of acquisition with subsequent revisions reflected in the Statement of
Operations. For the year ended December 31, 2009, $1.7 million of the contingent payments earned has been added
to the purchase price accordingly.

Financing Activities. Net cash used by financing activities totaled $242.3 million for 2009. The primary
drivers were $425.0 million in principal payments on long-term obligations, partially offset by $171.2 million in
proceeds from stock issued in employee stock plans.

In July 2007, the Board approved a program authorizing management to repurchase up to $500.0 million of
common stock over the next three years. Under the 2007 plan, the Company repurchased 1.2 million shares at a total
cost of approximately $100.0 million during the year ended December 31, 2008. The Company did not repurchase

2009 Annual Report

shares during the year ended December 31, 2009. The cost of repurchased shares are included in treasury stock and

to Stockholders
reported as a reduction in stockholders’ equity.

The Credit Agreement

In November 2008, the Company entered into a $2,650.0 million credit agreement (the Credit Agreement)
consisting of a $250.0 million revolving credit facility, a 5-year term loan A facility of $1,400.0 million, and a
7-year term loan B facility of $1,000.0 million to fund a portion of the cash consideration paid as part of the AB
merger. The remainder of the borrowing was used to pay for merger transaction costs, to facilitate normal
operations, and to refinance the credit facility outstanding previous to the merger. The Credit Agreement requires
the Company to meet certain financial covenants, including a maximum consolidated leverage ratio and minimum
fixed charge ratio, and includes certain other restrictions, including restrictions limiting acquisitions, indebtedness,
stock repurchases, capital expenditures and asset sales. The maximum leverage ratio reduces on a quarterly
schedule to 3.00x by December 31, 2010. After December 31, 2010, the Company’s leverage ratio cannot exceed
3.00x. The Company will be also be required to maintain a fixed charge coverage ratio of at least 1.75x. The Credit
Agreement allows the Company to make certain investments and share repurchases, subject to restrictions based on
leverage. If the Company’s leverage ratio is greater than or equal to 3.00x, the Company may spend up to
$500.0 million annually on acquisitions and share repurchases in any fiscal year. If the Company’s leverage ratio
less than 3.00x, there is no limit to investments in acquisitions. However, the Company’s maximum share
repurchases will be $500.0 million in any fiscal year.

37
 Obligations under the Company’s Credit Agreement may be declared immediately due and payable upon the
occurrence of certain events of default as defined in the Credit Agreement, including failure to pay any principal
when due and payable, failure to pay interest within three business days after due, failure to comply with any
covenant, representation or condition of any loan document or swap contract, any change of control, cross-defaults,
and certain other events as set forth in the Credit Agreement, with grace periods in some cases.
The Company’s obligations under the Credit Agreement are guaranteed by each of the Company’s domestic
subsidiaries and are collateralized by substantially all of the Company’s and its guarantor subsidiaries’ assets. In
addition, the Credit Agreement contains affirmative and negative covenants applicable to the Company’s and its
subsidiaries, subject to materiality and other qualifications and exceptions.
Loans under the Credit Agreement bear interest based on the London Interbank Offering Rate (LIBOR) or, if
the Company so elects, on Bank of America’s prime lending rate (the “Base Rate”). For the revolving credit facility
and the term loan A, interest is computed based on the Company’s leverage ratio as shown below:
Revolving Credit
Pricing Level Total Leverage Ratio LIBOR Rate Base Rate Commitment Fee

1 ⱖ 3.0:1 LIBOR + 2.50% Base Rate + 1.50% 0.500%

2 ⬍ 3.0:1 but ⱖ 2.5:1 LIBOR + 2.25% Base Rate + 1.25% 0.375%
3 ⬍ 2.5:1 but ⱖ 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%
Term loan B bears interest at LIBOR plus 3.00% subject to a minimum LIBOR rate of 3.00% for the first three
years after the closing date, or, if the Company so elects, at Base Rate plus 2.00%. The Company entered into
interest rate swaps with the notional amount of $1,000,0 million to to mitigate the risk of rising interest rates and to
comply with Credit Agreement requirements.
For the year ended December 31, 2009, the interest on the revolving credit facility and the term loan A was
LIBOR plus 2.5% and the term loan B was at the Base Rate plus 2.0%, which resulted in aggregate cash interest
payments of $95.3 million, net of hedging transactions.
The Company must repay 2.5% in each quarter of 2010 and 2011, 3.75% in each quarter of 2012 and 15% in
each quarter of 2012 with the final payment of all amounts outstanding under the term loan A facility, plus accrued
interest, due on November 21, 2012. The Company must repay the remaining principal amount of the term loan B
2009 Annual Report

due on November 21, 2015. The revolving credit facility will terminate and all amounts outstanding hereunder, plus
to Stockholders

accrued interest, will be due on November 21, 2013. At December 31, 2009, The Company has issued $14.3 million
in letters of credit through the revolving credit facility. The Company can prepay the term loans without penalty.
The Company repaid principal of $70.0 million and $355.0 million for term loan A and term loan B, respectively,
for the year ended December 31, 2009, of which $350.0 million for term loan B was for the early extinguishment of
debt, which resulted in a write-off of $12.5 million of unamortized deferred financing costs. Costs incurred to issue
the debt under the credit facility totaled $43.8 million for term loan A, $41.3 million for term loan B, and
$7.8 million for the revolving credit facility. The Company amortized debt issuance costs of $10.5 million,
$4.0 million, and $1.6 million for term loan A, term loan B, and the revolving credit facility, respectively. As of
December 31, 2009, the unamortized balances of the issuance costs were $32.4 million, $24.0 million, and
$6.0 million for term loan A, term loan B, and the revolving credit facility, respectively.
The Company’s Credit Agreement requires the loans to be prepaid with a portion of the net cash proceeds of
non-ordinary course sales or other dispositions of property and assets and casualty proceeds, condemnation awards
and certain other extraordinary receipts, subject to exceptions. The portion of such net cash proceeds to be applied to
prepayments of loans will be determined based on our leverage ratio, with 100% to be applied if the leverage ratio is
greater than or equal to 3.00x; 50% if the leverage ratio is less than 3.00x and greater than or equal to 2.50x; and 0%
if the leverage ratio is less than 2.50x. Loans under the Credit Agreement will also be required to be prepaid with
100% of the net cash proceeds from the issuance or incurrence of new debt (other than certain debt permitted by the
credit agreement). These mandatory prepayments will be applied to the repayment of the term facilities as the
Company directs.
At December 31, 2009, the Company is in compliance with all of its debt covenants.

38
 In February 2010, the Company issued $1,500.0 million in unsecured bonds in which the proceeds were used
to pay down the term loans outstanding under the Credit Agreement. Additionally, the Company sold its 50%
investment stake in the Applied Biosystems/MDS Analytical Technology Instruments joint venture for approx-
imately $280.0 million in net cash proceeds after taxes, which was used to further pay down the term loans. The
Company expects to use the combination of the proceeds from the bond offering and the joint venture sale to fully
pay down the term loans. As a result of the early repayment, the Company will de-designate and terminate the
outstanding interest rate swaps as the underlying loans will no longer exist. The unsecured bonds will be fixed rate
long term bonds with three, five and ten year maturity dates. The bond issuance will effectively refinance the
outstanding debt, and therefore, the Company does not expect the net results of the transaction to materially impact
future results from operation or cash flows. Refer to Note 14 related to subsequent events in the Notes to
Consolidated Financial Statements for more details on the transaction.

Secured Loan
At December 31, 2009, the Company holds $34.8 million in auction rate securities with UBS Investment Bank
(UBS). Beginning in February 2008, auctions failed for the Company’s holdings because sell orders exceeded buy
orders. As a result of the failed auctions, the Company is holding illiquid securities because the funds associated
with these failed auctions will not be accessible until the issuer calls the security, a successful auction occurs, a
buyer is found outside of the auction process, or the security matures. In August 2008, UBS announced that it has
agreed to a settlement in principle with the Securities and Exchange Commission (SEC) and other state regulatory
agencies represented by North American Securities Administrators Association to restore liquidity to all remaining
clients who hold auction rate securities. UBS committed to repurchase auction rate securities from their private
clients at par beginning January 1, 2009. During the year ended December 31, 2009, UBS repurchased $0.8 million
auction rate securities at par from the Company. The Company intends to have the settlement completed by July
2012. Until UBS fully redeems the Company’s auction rate securities, UBS has provided a loan to the Company for
the par value of the auction rate securities with the underlying auction rate securities as the collateral. The Company
will be charged interest on the loan equal to the interest earned on the auction rate securities during this period. As a
result, the Company has access to cash associated with these auction rate securities and does not believe there are
liquidity concerns associated with these instruments. For information on auction rate securities, see Note 1 of the
Notes to Consolidated Financial Statements.

Convertible Debt

2009 Annual Report

At December 31, 2009, the Company has classified the carrying value of $339.6 million on the 2% Convertible

to Stockholders
Senior Note (2023 Note) in current liabilities according to the respective indenture, which allows our Note holders
to require the Company to purchase all or a portion of the Notes at par plus any accrued and unpaid interest at the
earliest on August 1, 2010. In the event that the holders do not exercise such rights, the remaining balance of the
Note will be reclassified back to long-term debt. The Company anticipates making this payment with the use of cash
on hand and cash generation from operating activities.
On June 20, 2005, the Company sold 31⁄4% Convertible Senior Notes due 2025 (the 31⁄4% Notes) to certain
qualified institutional investors at par value. Including the exercise of the over-allotment option, the total size of the
offering was $350.0 million. After expenses, net proceeds to the Company were $343.0 million.
Interest is payable on the 31⁄4% Notes semi-annually in arrears beginning December 15, 2005. In addition to the
coupon interest of 3.25%, additional interest of 0.225% of the market value of the 31⁄4% Notes may be required to be
paid per six-month period beginning June 15, 2011, if the market value of the 31⁄4% Notes during a specified period
is 120% or more of the 31⁄4% Notes’ principal value. The 31⁄4% Notes may be redeemed, in whole or in part, at the
Company’s option on or after June 15, 2011, at 100% of the principal amount plus any accrued and unpaid interest.
In addition, the holders of the 31⁄4% Notes may require the Company to repurchase all or a portion of the 31⁄4% Notes
for 100% of the principal amount, plus any accrued and unpaid interest, on June 15, 2011, 2015 and 2020 or upon
the occurrence of certain fundamental changes. Prepayment of amounts due under the 31⁄4% Notes will be
accelerated in the event of bankruptcy or insolvency and may be accelerated by the trustee or holders of 25% of the
31⁄4% Notes’ principal value upon default of payment of principal or interest when due for over thirty days, the
Company’s default on its conversion or repurchase obligations, failure of the Company to comply with any of its

39
 other agreements in the 31⁄4% Notes or indenture, or upon cross-default by the Company or a significant subsidiary
for failure to make a payment at maturity or the acceleration of other debt of the Company or a significant
subsidiary, in either case exceeding $50.0 million. The terms of the 31⁄4% Notes require the Company to settle the
par value of the 31⁄4% Notes in cash and deliver shares only for the excess, if any, of the conversion value (based on a
conversion price of $49.13) over the par value.

In February 2004 and August 2003, the Company issued $450.0 million principal amount of 11⁄2% Convertible
Senior Notes (the Old 11⁄2% Notes) due February 15, 2024 and $350.0 million principal amount of 2% Convertible
Senior Notes (the Old 2% Notes) due August 1, 2023 to certain qualified institutional buyers, respectively. After
expenses, the Company received net proceeds of $440.1 million and $340.7 million for the Old 11⁄2% Notes and Old
2% Notes, respectively. Interest on the Old Notes was payable semi-annually on February 15th and 1st and
August 15th and 1st, for the Old 11⁄2% Notes and the Old 2% Notes, respectively. In addition to the coupon interest of
11⁄2% and 2%, additional interest of 0.35% of the market value of the Old Notes may have been required to be paid
beginning February 15, 2012 and August 1, 2010, if the market value of the Old Notes during specified testing
periods was 120% or more of the principle value, for the Old 11⁄2% Notes and the Old 2% Notes, respectively. This
contingent interest feature was an embedded derivative with a de minimis value, to which no value had been
assigned at issuance of either of the Old Notes or as of December 31, 2006 and 2005. The Old Notes were issued at
100% of principal value, and were convertible shares of common stock at the option of the holder, subject to certain
conditions described below, at a price of $51.02 and $34.12 per share for the Old 11⁄2% Notes and Old 2% Notes,
respectively. The Old Notes were to be redeemed, in whole or in part, at the Company’s option on or after
February 15, 2012 (for the Old 11⁄2% Notes) and August 1, 2010 (for the Old 2% Notes) at 100% of the principal
amount. In addition, the holders of the Old Notes may require the Company to repurchase all or a portion of the Old
Notes for 100% of the principal amount, plus accrued interest, on three separate dates per their issuance agreement.

The Old Notes also contained restricted convertibility features that did not affect the conversion price of the
notes but, instead, placed restrictions on the holder’s ability to convert their notes into shares of the Company’s
common stock (conversion shares). Holders were able to convert their Old Notes into shares of the Company’s
common stock prior to stated maturity.

During December 2004, the Company offered up to $350.0 million aggregate principal amount of 2% Con-
vertible Senior Notes due 2023 (the New 2% Notes) in a non-cash exchange for any and all outstanding Old
2% Notes, that were validly tendered on that date. Approximately 99% or $347.9 million of the Old 2% Notes have
2009 Annual Report

been exchanged by their holders for New 2% Notes as of December 31, 2009. Additionally, during December 2004,
to Stockholders

the Company offered up to $450.0 million aggregate principal amount of 11⁄2% Convertible Senior Notes due 2024
(the New 11⁄2% Notes) in a non-cash exchange for any and all outstanding Old 11⁄2% Notes, that were validly
tendered on that date. Approximately 99% or $446.5 million of the Old 11⁄2% Notes have been exchanged by their
holders for New 11⁄2% Notes as of December 31, 2009.

The New 2% Notes and New 11⁄2% Notes (collectively the New Notes) carry the same rights and attributes as
the Old 2% Notes and Old 11⁄2% Notes (collectively the Old Notes) except for the following: the terms of the New
Notes require the Company to settle the par value of such notes in cash and deliver shares only for the excess, if any,
of the notes’ conversion value (based on conversion prices of $34.12 and $51.02 for the New 2% Notes and New
11⁄2% Notes, respectively) over their par values. As such, ASC Topic 470-20, Debt with Conversion and Other
Options and ASC Topic 200, Earning Per Share required the Company to use the treasury stock equivalent method
to calculate diluted earnings per share, as if the New Notes were outstanding since date of issuance, the date the Old
Notes were issued.

Costs incurred to issue the convertible notes totaled $7.6 million for the 31⁄4% Notes, $9.3 million for the Old
1
1 ⁄2% Notes, and $9.3 million for the Old 2% Notes. Finance costs (excluding legal and accounting fees) incurred to
conduct the exchange of the Old Notes totaled $1.8 million ($0.8 million related to the Old 2% Notes and
$1.0 million related to the Old 11⁄2% Notes). These costs have been deferred and included in other assets in the
Consolidated Balance Sheets and amortized over the terms of the respective debt using the effective interest
method. At December 31, 2009 and 2008, the unamortized balances of the issuance costs were $4.6 million and
$7.8 million, respectively.

40
 In the event of a change of control of the Company, the holders of the 31⁄4% Notes, Old Notes and New Notes
each have the right to require the Company to repurchase all or a portion of their notes at a purchase price equal to
100% of the principal amount of the notes plus all accrued and unpaid interest.

CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations at December 31, 2009 and the effect such
obligations are expected to have on our liquidity and cash flows in future periods.

Payments Due by Period(1)

Less than Years Years More than 5
(in thousands) Total 1 Year 1-3 3-5 Years All Other(2)

Convertible notes and other long-term

debt. . . . . . . . . . . . . . . . . . . . . . . . . $1,220,551 $372,208 $ 848,343 $ — $ — $ —
Term loan A and term loan B(3) . . . . . . 2,298,875 214,228 484,310 924,106 676,231 —
Capital lease obligations . . . . . . . . . . . 9,412 2,317 5,085 1,879 131 —
Operating lease obligations . . . . . . . . . 262,668 45,945 64,176 46,941 105,606 —
Licensing and purchase obligations . . . 89,013 78,609 5,167 3,378 1,859 —
Uncertain tax liability and interest(2) . . 114,222 16,162 — — — 98,060
Other obligations . . . . . . . . . . . . . . . . . 8,629 3,113 2,953 1,731 832 —
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $4,003,370 $732,582 $1,410,034 $978,035 $784,659 $98,060

(1) Pursuant to certain acquisitions, we could be required to make additional contingent cash payments based on
percentages of future gross sales for products of acquired company, or technical milestones without the
restriction of the payment deadline.
(2) As of December 31, 2009, the Company’s unrecognized tax benefits were $114.2 million. We were unable to
reasonably estimate the timing of uncertain tax liabilities and interest payments in individual periods beyond
twelve months due to uncertainties in the timing of the effective settlement of tax positions.
(3) Term loan A and term loan B have variable interest rates. The weighted average interest rates of term loan A
and term loan B have been used to calculate future estimated interest payments related to these items. See

2009 Annual Report

Note 5 of the Notes to Consolidated Financial Statements included in Item 8. In February 2010, the Company

to Stockholders
issued $1,500.0 million in unsecured bonds and the proceeds were used to pay down the existing term loans.
See Note 14 to the Notes to Consolidated Financial Statements for the discussion of subsequent events.

CRITICAL ACCOUNTING POLICIES

Revenue Recognition. We derive our revenue from the sale of our products, services and technology. We
recognize revenue from product sales upon transfer of title of the product or performance of services. Transfer of
title generally occurs upon shipment to the customer. We generally ship to our customers FOB shipping point.
Concurrently, we record provisions for warranty, returns, and installation based on historical experience and
anticipated product performance. Revenue is not recognized at the time of shipment of products in situations where
risks and rewards of ownership are transferred to the customer at a point other than shipment due to the shipping
terms, the existence of an acceptance clause, the achievement of milestones, or certain return or cancellation
privileges. Revenue is recognized once customer acceptance occurs or the acceptance provisions lapse. Service
revenue is recognized over the period services are performed. If our shipping policies or acceptance clause were to
change, materially different reported results could occur. In cases where customers order and pay for products and
request that we store a portion of their order for them at our cost, we record any material up-front payments as
deferred revenue in current or long term liabilities, depending on the length of the customer prepayment, in the
Consolidated Balance Sheets and recognize revenue upon shipment of the product to the customer. Deferred
revenue, which includes customer prepayments and unearned service revenue, totaled $178.3 million at Decem-
ber 31, 2009.

41
 We also enter into arrangements whereby revenues are derived from multiple deliverables. In these arrange-
ments, we record revenue in accordance with ASC Topic 605, Revenue Recognition. Specifically, we record revenue
as the separate elements are delivered to the customer if the delivered item is determined to represent a separate
earnings process, there is objective and reliable evidence of the fair value of the undelivered item, and delivery or
performance of the undelivered item is probable and substantially in our control. For instruments where installation
is determined to be a separate earnings process, the portion of the sales price allocable to the fair value of the
installation is deferred and recognized when installation is complete. We determine the fair value of the installation
process based on technician labor billing rates, the expected number of hours to install the instrument based on
historical experience, and amounts charged by third-parties. We continually monitor the level of effort required for
the installation of our instruments to ensure that appropriate fair values have been determined. Revenues from
multiple-element arrangements involving license fees, up-front payments and milestone payments, which are
received and/or billable in connection with other rights and services that represent our continuing obligations, are
deferred until all of the multiple elements have been delivered or until objective and verifiable evidence of the fair
value of the undelivered elements has been established. We determine the fair value of each element in multiple-
element arrangements based on the prices charged when the similar elements are sold separately to third-parties. If
objective and verifiable evidence of fair value of all undelivered elements exists but objective and verifiable
evidence of fair value does not exist for one or more delivered elements, then revenue is recognized using the
residual method. Under the residual method, the revenues from delivered elements are not recognized until the fair
value of the undelivered element or elements has been determined. Contract interpretation is normally required to
determine the appropriate accounting, including whether the deliverables specified in a multiple element arrange-
ment should be treated as separate units of accounting for revenue recognition purposes, and if so, how the price
should be allocated among the deliverable elements, when to begin to recognize revenue for each element, and the
period over which revenue should be recognized.

We recognize royalty revenue (including upfront licensing fees) when the amounts are earned and deter-
minable during the applicable period based on historical activity, and make revisions for actual royalties received in
the following quarter. Materially different reported results would be likely if any of the estimated royalty revenue
were significantly different from actual royalties received, however, historically, these revisions have not been
material to our consolidated financial statements. For those arrangements where royalties cannot be reasonably
estimated, we recognize revenue on the receipt of cash or royalty statements from our licensees. Since we are not
able to forecast product sales by licensees, royalty payments that are based on product sales by the licensees are not
determinable until the licensee has completed their computation of the royalties due and/or remitted their cash
2009 Annual Report

payment to us. In addition, we recognize up-front nonrefundable license fees when due under contractual
to Stockholders

agreement, unless we have specific continuing performance obligations requiring deferral of all or a portion of
these fees. If it cannot be concluded that a licensee fee is fixed or determinable at the outset of an arrangement,
revenue is recognized as payments from third-parties become due. Should information on licensee product sales
become available so as to enable us to recognize royalty revenue on an accrual basis, materially different revenues
and results of operations could occur. Royalty revenue totaled $122.4 million, $51.0 million and $39.9 million for
2009, 2008 and 2007, respectively.

Revenue recorded under proportional performance for projects in process is designed to approximate the
amount of revenue earned based on percentage of efforts completed within the scope of the contractual arrange-
ment. We undertake a review of these arrangements to determine the percentage of the work that has completed and
the appropriate amount of revenue to recognize.

Shipping and handling costs are included in costs of sales. Shipping and handling costs charged to customers is
recorded as revenue in the period the related product sales revenue is recognized.

Use of Estimates. Our consolidated financial statements are prepared in conformity with accounting
principles generally accepted in the United States, or GAAP. In preparing these statements, we are required to
use estimates and assumptions. While we believe we have considered all available information, actual results could
affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results
could differ from those estimates, especially in light of the current economic environment. We believe that, of the

42
significant accounting policies discussed in Note 1 to our Consolidated Financial Statements, the following
accounting policies require our most difficult, subjective or complex judgments:
➣ Allowance for doubtful accounts. We provide a reserve against our receivables for estimated losses that may
result from our customers’ inability to pay. We determine the amount of the reserve by analyzing known
uncollectible accounts, aged receivables, economic conditions in the customers’ country or industry, historical
losses and our customers’ credit-worthiness. Amounts later determined specifically identified by management
to be uncollectible are charged or written off against this reserve. To minimize the likelihood of uncollect-
ibility, customers’ credit-worthiness is reviewed periodically based on external credit reporting services and
our experience with the account and adjusted accordingly. Should a customer’s account become past due, we
generally place a hold on the account and discontinue further shipments to that customer, minimizing further
risk of loss. Bad debt expense is recorded as necessary to maintain an appropriate level of allowance for
doubtful accounts. Additionally, our policy is to fully reserve for all accounts with aged balances greater than
one year, with certain exceptions determined necessary by management. The likelihood of a material loss on an
uncollectible account would be mainly dependent on deterioration in the financial condition of that customer
or in the overall economic conditions in a particular country or environment. Reserves are fully provided for all
expected or probable losses of this nature. Gross trade accounts receivables totaled $601.9 million and the
allowance for doubtful accounts was $10.8 million at December 31, 2009. Historically, the Company’s
reserves have been adequate to cover losses.
➣ Inventory adjustments. Inventories are stated at lower of cost or market. We review the components of our
inventory on a regular basis for excess, obsolete and impaired inventory based on estimated future usage and
sales. The Company generally fully reserves for stock levels in excess of one year’s expectation of usage. For
those inventories not as susceptible to obsolescence, the Company provides reserves when the materials
become spoiled or dated or specific to the inventory as determined by management. In the event of a lower cost
or market issue arises, the Company will reserve for the value of the inventory in excess of current replacement
cost. The likelihood of any material inventory write-down is dependent on customer demand, competitive
conditions or new product introductions by us or our competitors that vary from our current expectations. Gross
inventory totaled $459.5 million and the allowance for excess and obsolete and price impairment was
$106.3 million at December 31, 2009. Historically, the Company’s reserve has been adequate to cover its
losses.
➣ Valuation of goodwill. We are required to perform a review for impairment of goodwill in accordance with

2009 Annual Report

ASC Topic 805, Business Combinations. Goodwill is considered to be impaired if we determine that the

to Stockholders
carrying value of the reporting unit exceeds its fair value. In addition to the annual review, an interim review is
required if an event occurs or circumstances change that would more likely than not reduce the fair value of a
reporting unit below its carrying amount. Examples of such events or circumstances include:
➣ a significant adverse change in legal factors or in the business climate;
➣ a significant decline in our stock price or the stock price of comparable companies;
➣ a significant decline in our projected revenue or earnings growth or cash flows;
➣ an adverse action or assessment by a regulator;
➣ unanticipated competition;
➣ a loss of key personnel;
➣ a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be
sold or otherwise disposed of;
➣ the testing for recoverability described under ASC Topic 360, Property, Plant, and Equipment of a
significant asset group within a reporting unit; and
➣ recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component
of a reporting unit.

43
 Assessing the impairment of goodwill requires us to make assumptions and judgments regarding the fair value
of the net assets of our reporting units. Additionally, since our reporting units share the majority of our assets,
we must make assumptions and estimates in allocating the carrying value as well as the fair value of net assets
to each reporting unit. Changes in the assumptions are considered in the analysis, and the Company performs
an internal sensitivity analysis to further support the Company’s assessment.
In accordance with our policy, we completed our most recent annual evaluation for impairment of goodwill as
of October 1, 2009 and determined that no goodwill impairment existed. In this analysis, it was determined that
no reporting unit of the Company was at risk of impairment based on the current assessment. Our evaluation
included management estimates of cash flow projections based on an internal strategic review. Key assump-
tions from this strategic review included revenue growth, future gross and operating margin growth, and the
Company’s weighted cost of capital. This revenue and margin growth was based on increased sales of new
products as we expect to maintain our investment in research and development, the effect and growth from
business acquisitions already consummated and lower selling, general and administrative expenses as a
percentage of revenue. Additional value creators assumed included increased efficiencies from capital
spending. The resulting cash flows were discounted using a weighted average cost of capital of 10 percent.
Operating mechanisms to ensure that these growth and efficiency assumptions will ultimately be realized was
also considered in our evaluation. Our market capitalization at October 1, 2009 was also compared to the
discounted cash flow analysis.
We cannot guarantee our future annual or other periodic reviews for impairment of goodwill will not result in
an impairment charge. Goodwill totaled $3,783.8 million at December 31, 2009.
➣ Valuation of intangible and other long-lived assets. We periodically assess the carrying value of intangible
and other long-lived assets, including capitalized in-process research and development, which require us to
make assumptions and judgments regarding the future cash flows of these assets. The assets are considered to
be impaired if we determine that the carrying value may not be recoverable based upon our assessment of the
following events or changes in circumstances:
➣ the asset’s ability to continue to generate income from operations and positive cash flow in future periods;
➣ loss of legal ownership or title to the asset;
➣ significant changes in our strategic business objectives and utilization of the asset(s); and
2009 Annual Report

➣ the impact of significant negative industry or economic trends.

to Stockholders

If the assets are considered to be impaired, the impairment we recognize is the amount by which the carrying
value of the assets exceeds the fair value of the assets. Fair value is determined by a combination of third-party
sources and discontinued cash flows. In addition, we base the useful lives and related amortization or
depreciation expense on our estimate of the period that the assets will generate revenues or otherwise be used
by the Company. We also periodically review the lives assigned to our intangible assets to ensure that our initial
estimates do not exceed any revised estimated periods from which we expect to realize cash flows from the
technologies. If a change were to occur in any of the above-mentioned factors or estimates, the likelihood of a
material change in our reported results would increase.
At December 31, 2009, the net book value of identifiable intangible assets that are subject to amortization
totaled $2,061.3 million, the net book value of unamortized identifiable intangible assets with indefinite lives
totaled $10.3 million and the net book value of property, plant and equipment totaled $829.0 million.
➣ Valuation of Financial Instruments. We account for our financial instruments at fair value based on ASC
Topic 820, Fair Value Measurements and Disclosures and ASC Topic 815, Derivatives and Hedging. In
determining fair value, we consider both the credit risk of our counterparties and our own creditworthiness.
ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework
for measuring fair value and expands disclosures about fair value measurements for financial instruments. The
framework requires for the valuation of investments using a three tiered approach in the valuation of
investments. The Company reviews and evaluates the adequacy of the valuation techniques periodically.
In the current year, there have not been any changes to the Company’s valuation techniques. For details on the

44
 assets and liabilities subject to fair value measurements and the related valuation techniques used, refer to
Note 1 of the Notes to Consolidated Financial Statements.
A derivative is an instrument whose value is derived from an underlying instrument or index, such as interest
rates, equity securities, currencies, commodities or credit spreads. Derivatives include futures, forwards,
swaps, or option contracts, or other financial instruments with similar characteristics. Derivative contracts
often involve future commitments to exchange interest payment streams or currencies based on a notional or
contractual amount (e.g., interest rate swaps or currency forwards).
The accounting for changes in fair value of a derivative instrument depends on the nature of the derivative and
whether the derivative qualifies as a hedging instrument in accordance with ASC Topic 815, Derivatives and
Hedging. Those hedging instruments that qualify for hedge accounting are included as an adjustment to
revenue or interest expense, depending upon the component of foreign currency risk the Company is hedging
for. Those hedges that do not qualify for hedging accounting are included in non-operating income as
investment activities. Materially different reported results would be likely if volatility of the currency markets
was different, or the Company’s revenue forecasts were significantly different from actual.
➣ Joint Venture. As part of the acquisition of Applied Biosystems, the Company acquired a joint venture,
Applied Biosystems/MDS Analytical Technologies Instruments, in which the Company is a 50% owner. The
Company accounts for its investment in the joint venture using the equity method, consistent with the guidance
in ASC Topic 323 Investments—Equity Method and Joint Ventures, based on the circumstances where the
Company is unable to unilaterally influence the operating or financial decisions of the investee, shares in the
risks and rewards of all related business activities and the joint venture is a stand alone legal entity. The
Company’s portion of net income as a result of equity in the joint venture was $20.3 million for the period
ended December 31, 2009. Our share of earnings or losses from its investment is shown in other income in
Consolidated Statements of Operations as a single amount in accordance with ASC Topic 323 Investments—
Equity Method and Joint Ventures. The Company accounts for non-operating and stand alone assets and
liabilities, which includes goodwill and intangibles associated with the acquisition, of the joint venture in the
“long term investment” line in the Consolidated Balance Sheet. Due to the nature of the joint venture, with
sales, distribution and service commingled with the Company’s operations, operating assets and liabilities
specifically related to the joint venture are commingled or inseparable. As a result, for operating assets and
liabilities the Company records these assets in the functional operating asset and liability classifications which
represent the underlying asset or liability and does not record these assets or liabilities in the “long term

2009 Annual Report

investment” account. The Company accounts for its net investment in the equity of the joint venture under the

to Stockholders
equity method as one line item under long term investments. In September 2009, the Company announced a
signed definitive agreement to sell its 50% ownership stake in the Applied Biosystems/MDS Analytical
Technologies Instruments joint venture and all assets related to the Company’s mass spectrometry business to
Danaher Corporation for $450.0 million in cash, subject to a conventional working capital adjustment.
Included in the sale of the mass spectrometry business is the ownership stake in the joint venture as well as
selected assets and liabilities directly attributable to the mass spectrometry business. The disposition of the
joint venture generated approximately $280.0 million in net cash proceeds after taxes and the Company intends
to use such proceeds to further pay down debt. The transaction closed on January 29, 2010. For information on
our business combination accounting, see Note 2 to the Notes to Consolidated Financial Statements and
Note 14 for the discussion of subsequent events.
➣ Allocation of Purchase Price to Acquired Assets and Liabilities in Business Combinations. The cost of an
acquired business is assigned to the tangible and identifiable intangible assets acquired and liabilities assumed
on the basis of their fair values at the date of acquisition. We assess fair value, which is the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at
the measurement date, using a variety of methods including an income approach such as a present value
technique or a cost approach such as the estimation of current selling prices and replacement values. Fair value
of the assets acquired and liabilities assumed, including intangible assets, in-process research and development
(IPR&D), and contingent payments, are measured based on the assumptions and estimations with regards to
the variable factors such as the amount and timing of future cash flows for the asset or liability being measured,
appropriate risk-adjusted discount rates, nonperformance risk, or other factors that market participants would

45
 consider. Upon acquisition, we determine the estimated economic lives of the acquired intangible assets for
amortization purposes, which are based on the underlying expected cash flows of such assets or per the
Company policy. Adjustments to inventory are based on the fair market value of inventory and amortized into
income based on the period in which the underlying inventory is sold. Goodwill is an asset representing the
future economic benefits arising from other assets acquired in a business combination that are not individually
identified and separately recognized. Actual results may vary from projected results.
➣ Accrued merger- and restructuring- related costs. To the extent that exact amounts are not determinable, we
have estimated amounts for direct costs of our acquisitions, merger-related expenses and liabilities related to
our business combinations and restructurings in accordance with ASC Topic 420, Exit or Disposal Cost
Obligations and Emerging Issues Task Force Issue 95-3, Recognition of Liabilities in Connection with a
Purchase Business Combination (EITF 95-3) in conjunction with the merger with Applied Biosystems and
other acquisitions consummated prior to January 1, 2009. Our accrued merger and restructuring related costs
were $26.5 million at December 31, 2009, the majority of which we expect to pay during 2010. Effective
January 1, 2009, in the event the Company incurs the direct and indirect costs related to business combinations
and related restructurings, the Company will expense such cost in the periods in which the cost is incurred.
Materially different reported results would be likely if any of the estimated costs or expenses were significantly
different from actual or if the approach, timing and extent of the restructuring plans adopted by management
were different.
➣ Litigation reserves. Estimated amounts for claims that are probable and can be reasonably estimated are
recorded as liabilities in the Consolidated Balance Sheets. The likelihood of a material change in these
estimated reserves would be dependent on new claims as they may arise and the favorable or unfavorable
outcome of the particular litigation. Both the amount and range of loss on pending litigation is uncertain. As
such, we are unable to make a reasonable estimate of the liability that could result from unfavorable outcomes
in litigation. As additional information becomes available, we will assess the potential liability related to our
pending litigation and revise our estimates. Such revisions in our estimates of the potential liability could
materially impact our results of operations and financial position.
➣ Insurance, environmental and divestiture reserves. We maintain self-insurance reserves to cover potential
property, casualty and workers’ compensation exposures from current operations and certain former business
operations of Applied Biosystems and Dexter Corporation which were acquired in 2008 and 2000, respec-
tively. These reserves are based on loss probabilities and take into account loss history as well as projections
based on industry statistics. We also maintain environmental reserves to cover estimated costs for certain
2009 Annual Report
to Stockholders

environmental exposures assumed in the mergers with Applied Biosystems and Dexter Corporation. The
environmental reserves, which are not discounted, are determined by management based upon currently
available information. Divestiture reserves are maintained for known claims and warranties assumed in the
merger with Dexter Corporation. The product liability and warranty reserves are based on management
estimates that consider historical claims. As actual losses and claims become known to us, we may need to
make a material change in our estimated reserves, which could also materially impact our results of operations.
Our insurance, environmental and divestiture reserves totaled $11.3 million at December 31, 2009.

➣ Benefit and pension plans. We sponsor and manage several retirement and health plans for employees and
former employees, and nonqualified supplemental benefit plans for select domestic employees. A majority of
the Company’s current employees do not participate in these plans. Accounting and reporting for the pension
plans requires the use of assumptions for discount rates, expected returns on plan assets and rates of
compensation increase that are used by our actuaries to determine our liabilities and annual expenses for
these plans in addition to the value of the plan assets included in our Consolidated Balance Sheets. During the
period ended December 31, 2009, the weighted average discount rates we used to determine the benefit
obligation were 6.00%, 5.28%, and 5.60% for domestic, foreign, and postretirement plans, respectively. The
weighted average discount rates we used to determine the net periodic pension cost were 5.75%, 5.10%, and
5.90% for domestic, foreign, and postretirement plans, respectively. The weighted average long-term rates of
expected return on plan assets were a range of 5.75% to 8.00%, 5.27%, and 8.00% for domestic, foreign, and
postretirement plans, respectively. Our actuaries also rely on assumptions, such as mortality rates, in preparing
their estimates for us. The liabilities for the pension plans and postretirement plans are generally determined

46
 using the unit credit method, which is to expense each participants’ benefit under the plan as they accrue. The
discount rate is derived by using the yield curve consists of spot interest rates at 1⁄2 year increments for each of
the next 30 years based on pricing and yield information for high quality corporate bonds to have the present
value of the pension or postretirement benefit cash flows discounted by such yield curve matches the pension
liabilities as of the measurement date. The rate of expected return on plan assets is an expected weighted
average rate of earnings on the funds, which is a blended rate of historical returns and forward looking capital
market assumptions over next 20 years adjusted by taking into account the benefits of diversification and
rebalancing of the funds. The likelihood of materially different valuations for assets, liabilities or expenses,
would depend on interest rates, investment returns, actual non-investment experience or actuarial assumptions
that are different from our current expectations.
For 2010, the Company does not expect to have to fund our qualified pension plans as these plans are
sufficiently funded such that contributions for 2010 are not required. Our supplemental plans are unfunded,
however, we have assets in a rabbi trust which the assets may be used to pay certain non-qualified plan benefits.
The postretirement medial benefit plan the Company assumed in conjunction with the acquisition of Dexter is
fully funded, and thus, no additional funding is expected for 2010. The Company has other postretirement
plans which are unfunded, however, they are substantially funded by insurance policies. During the year ended
December 31, 2009, the Company contributed $25.8 million, $10.2 million, and $6.3 million to domestic,
foreign, and postretirement plans, respectively. The aggregate current liabilities relate to our domestic, foreign,
and postretirement plans were $23.5 million, $1.3 million, and $5.1 million, respectively at December 31,
2009.
Our most significant pension plan is a qualified domestic pension plan, which constituted approximately 82%
of our consolidated pension plan assets and approximately 72% of our projected benefit obligations as of
December 31, 2009. The accrual of future service benefits for participants in the qualified domestic pension
plan were frozen as of June 30, 2004. Effective in July 1, 2005, the expected rate of compensation increase was
no longer factored into the determination of our net periodic pension expense as the accrual for future service
benefits was frozen.
A one percentage point increase or decrease in the discount rate for our qualified domestic pension plans for
the period ended December 31, 2009 would decrease or increase our net periodic pension expense by
approximately $0.3 million. Also, a one percentage point increase or decrease in the expected rate of return on
our pension assets for the period ended December 31, 2009 would decrease or increase our net periodic

2009 Annual Report

pension expense by approximately $0.3 million.

to Stockholders
Actual weighted average allocation of our plan assets or valuation of our plan assets and benefit obligations
may fluctuate significantly year over year. These fluctuations can be caused by conditions unrelated to our
actuarial assumptions, including shifts the global economic environment, market performance and plan
funding status. Unexpected unrealized gains or losses in the plan assets or benefit obligation are reflected in
other comprehensive income in our Consolidated Balance Sheets and amortized into income over the expected
plan lives.
➣ Income taxes. Significant judgment is required in determining our worldwide provision for income taxes. In
the ordinary course of a global business, there are many transactions for which the ultimate tax outcome is
uncertain. Some of these uncertainties arise as a consequence of intercompany arrangements to share revenue
and costs. In such arrangements there are uncertainties about the amount and manner of such sharing, which
could ultimately result in changes once the arrangements are reviewed by taxing authorities. Although we
believe that our approach to determining the amount of such arrangements is reasonable, no assurance can be
given that the final resolution of these matters will not be materially different than reflected in our historical
income tax provisions and accruals. Such differences could have a material effect on our income tax provisions
or benefits in the period in which such determination is made.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to
be realized. The likelihood of a material change in our expected realization of these assets depends on our
ability to generate sufficient future taxable income. Our ability to generate enough taxable income to utilize
our deferred tax assets depends on many factors, among which are our ability to deduct tax loss carryforwards

47
 against future taxable income, the effectiveness of our tax planning strategies, reversing deferred tax liabilities,
changes in the deductibility of interest paid on our convertible subordinated debt and any significant changes in
the tax treatment received on our business combinations. We believe that our deferred tax assets, net of our
valuation allowance, should be realizable due to our estimate of future profitability in the United States and
foreign jurisdictions, as applicable. Subsequent revisions to estimates of future taxable profits and losses and
tax planning strategies could change the amount of the deferred tax asset we would be able to realize in the
future, and therefore could increase or decrease the valuation allowance.

ASC Topic 740, Income Taxes defines the confidence level that a tax position must meet in order to be
recognized in the financial statements. In accordance, we regularly assess uncertain tax positions in each of the
tax jurisdictions in which we have operations and account for the related financial statement implications.
Unrecognized tax benefits have been reported in accordance with ASC Topic 740, Income Taxes two-step
approach under which the tax effect of a position is recognized only if it is “more-likely-than-not” to be
sustained and the amount of the tax benefit recognized is equal to the largest tax benefit that is greater than fifty
percent likely of being realized upon ultimate settlement of the tax position. Determining the appropriate level
of unrecognized tax benefits requires us to exercise judgment regarding the uncertain application of tax law.
The amount of unrecognized tax benefits is adjusted when information becomes available or when an event
occurs indicating a change is appropriate. Future changes in unrecognized tax benefits requirements could
have a material impact on our results of operations.

➣ Segment Information. In connection with the acquisition of AB and the resulting reorganization, the
Company has determined in accordance with ASC Topic 280, Segment Reporting to operate as one operating
segment. The Company believes our chief operating decision maker (CODM) makes decisions based on the
Company as a whole. In addition, the Company shares the common basis of organization, types of products and
services which derive revenues, and the economic environments. Accordingly, we believe it is appropriate to
operate as one reporting segment. The Company will disclose the revenues for each of its internal divisions to
allow the reader of the financial statements the ability to gain transparency into the operations of the Company.
We have restated historical divisional revenue information to conform to the current year presentation.

➣ Share-Based Compensation. We grant share-based awards to eligible employees and directors to purchase
shares of our common stock. In addition, we have a qualified employee stock purchase plan in which eligible
employees from legacy Invitrogen and legacy AB may elect to withhold up to 15% and 10%, respectively, of
2009 Annual Report

their compensation to purchase shares of our common stock on a quarterly basis at a discounted price equal to
to Stockholders

85% of the lower of the employee’s offering price or the closing price of the stock on the date of purchase. The
benefits provided by these plans qualify as share-based compensation under the provisions of ASC Topic 718,
Compensation—Stock Compensation, which requires us to recognize compensation expense based on their
estimated fair values determined on the date of grant for all share-based awards granted, and the cumulative
expense is adjusted by modified or cancelled shares subsequently.

For the year ended December 31, 2009, we recognized $36.8 million and $23.3 million of compensation
expense for employee stock options and purchase rights and restricted stock units, respectively. At Decem-
ber 31, 2009, there was $47.2 million and $51.2 million remaining in unrecognized compensation cost related
to employee stock options and restricted stock units, respectively, which are expected to be recognized over a
weighted average period of 1.8 years and 2.3 years for employee stock options and restricted stock units,
respectively.

We estimate the fair value of share-based awards on the date of grant using the Black-Scholes option-pricing
method (Black-Scholes method). The determination of fair value of share-based awards using an option-
pricing model requires the use of certain estimates and assumptions that affect the reported amount of share-
based compensation cost recognized in our Consolidated Statements of Income. These include estimates of the
expected term of share-based awards, expected volatility of our stock price, expected dividends and the risk-
free interest rate. These estimates and assumptions are highly subjective and may result in materially different
amounts should circumstances change and we employ different assumptions in our application of ASC Topic
718, Compensation—Stock Compensation in future periods.

48
 For share-based awards issued during the year ended December 31, 2009, we estimated the expected term by
considering various factors including the vesting period of options granted, employees’ historical exercise and
post-employment termination behavior and aggregation by homogeneous employee groups. Our estimated
volatility was derived using a combination of our historical stock price volatility and the implied volatility of
market-traded options of our common stock with terms of up to approximately two years. Our decision to use a
combination of historical and implied volatility was based upon the availability of actively traded options of
our common stock and our assessment that such a combination was more representative of future expected
stock price trends. We have never declared or paid any cash dividends on our common stock and currently do
not anticipate paying such cash dividends. We currently anticipate that we will retain all of our future earnings
for use in the development and expansion of our business and for general corporate purposes. Any deter-
mination to pay dividends in the future will be at the discretion of our Board of Directors and will depend upon
our results of operations, financial condition, financial covenants, tax laws and other factors as the Board of
Directors, in its discretion, deems relevant. The risk-free interest rate is based upon United States Treasury
securities with remaining terms similar to the expected term of the share-based awards.
➣ Product Warranties. We accrue warranty costs for product sales at the time of shipment based on historical
experience as well as anticipated product performance. Our product warranties extend over a specified period
of time ranging up to two years from the date of sale depending on the product subject to warranty. The product
warranty accrual covers parts and labor for repairs and replacements covered by our product warranties. We
periodically review the adequacy of our warranty reserve, and adjust, if necessary, the warranty percentage and
accrual based on actual experience and estimated costs to be incurred.

RECENT ACCOUNTING PRONOUNCEMENTS

For information on the recent accounting pronouncements impacting our business, see Note 1 of the Notes to
Consolidated Financial Statements included in Item 8.

MARKET RISK
We are exposed to market risk related to changes in foreign currency exchange rates, commodity prices and
interest rates, and we selectively use financial instruments to manage these risks. We do not enter into financial
instruments for speculation or trading purposes. These financial exposures are monitored and managed by us as an
integral part of our overall risk management program, which recognizes the unpredictability of financial markets

2009 Annual Report

and seeks to reduce potentially adverse effects on our results.

to Stockholders
Foreign Currency
We translate the financial statements of each foreign subsidiary with a functional currency other than the
United States dollar into the United States for consolidation using end-of-period exchange rates for assets and
liabilities and average exchange rates during each reporting period for results of operations. Net gains or losses
resulting from the translation of foreign financial statements and the effect of exchange rate changes on inter-
company receivables and payables of a long-term investment nature are recorded as a separate component of
stockholders’ equity. These adjustments will affect net income only upon sale or liquidation of the underlying
investment in foreign subsidiaries.
Changes in foreign currency exchange rates can affect our reported results of operations, which are reported in
United States dollars. Based on the foreign currency rate in effect at the time of the translation of our foreign
operations into United States dollars, reported results could be different from prior periods even if the same amount
and mix of our products were sold at the same local prices during the two periods. This will affect our reported
results of operations and also makes the comparison of our business performance in two periods more difficult. For
example, our revenues for the year ended December 31, 2009, were approximately $3,280.3 million using
applicable foreign currency exchange rates for that period. However, applying the foreign currency exchange
rates in effect during the year ended December 31, 2008 to our revenues generated by foreign subsidiaries whose
functional currency differ from the United States dollars for 2009 when including the results of our hedging
program would result in approximately $39.0 million more revenue for that period. These changes in currency

49
 exchange rates have affected and will continue to affect, our reported results, including our revenues, revenue
growth rates, gross margins, income and losses as well as assets and liabilities.

Foreign Currency Transactions

We have operations through legal entities in Europe, Asia-Pacific and the Americas. As a result, our financial
position, results of operations and cash flows can be affected by fluctuations in foreign currency exchange rates. As
of December 31, 2009, the Company had $409.2 million of accounts receivable and $41.0 million of accounts
payable, respectively, denominated in a foreign currency. The Company has accounts receivables and payables
denominated in both the functional currency of the legal entity as well as receivables and payables denominated in a
foreign currency that differs from the functional currency of the legal entity. For receivables and payables
denominated in the legal entity’s functional currency, the Company does not have financial statement risk, and
therefore does not hedge such transactions. For those receivables and payables denominated in a currency that
differs from the functional currency of the legal entity, the Company hedges such transactions to prevent financial
statement risk. As a result, a hypothetical movement in foreign currency rates would not be expected to have a
material financial statement impact on the settlement of these outstanding receivables and payables.
Both realized and unrealized gains or losses on the value of these receivables and payables were included in
other income and expense in the Consolidated Statements of Operations. Net currency exchange gains and (losses)
recognized on business transactions, net of hedging transactions, were $(9.0) million, $8.3 million and $0.5 million
for the years ended December 31, 2009, 2008 and 2007, respectively, and are included in other income and expense
in the Consolidated Statements of Operations. These gains and losses arise from the timing of cash collections
compared to the hedged transactions, which can vary based on timing of actual customer payments.
The Company’s intercompany foreign currency receivables and payables are primarily concentrated in the
euro, British pound sterling, Canadian dollar and Japanese yen. Historically, we have used foreign currency forward
contracts to mitigate foreign currency risk on these intercompany foreign currency receivables and payables. At
December 31, 2009 and 2008, the Company had a notional principal amount of $1,497.9 million and $740.5 million,
respectively, in foreign currency forward contracts outstanding to hedge currency risk on specific intercompany and
the third-party receivables and payables denominated in a currency that differs from the legal entity’s functional
currency. These foreign currency forward contracts as of December 31, 2009, which settle in January 2010 through
May 2010, effectively fix the exchange rate at which these specific receivables and payables will be settled, so that
gains or losses on the forward contracts offset the losses or gains from changes in the value of the underlying
2009 Annual Report

receivables and payables. The Company does not have any material un-hedged foreign currency intercompany
to Stockholders

receivables or payables at December 31, 2009 and 2008. Refer to Note 1 “Financial Instruments” in the notes to the
Consolidated Financial Statements for more information on the Company’s hedging programs.
The notional principal amounts provide one measure of the transaction volume outstanding as of period end,
but do not represent the amount of our exposure to market loss. In many cases, outstanding principal amounts offset
assets and liabilities and the Company’s exposure is less than the notional amount. The estimates of fair value are
based on applicable and commonly used pricing models using prevailing financial market information. The
amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the
underlying exposures, will depend on actual market conditions during the remaining life of the instruments.

Cash Flow Hedges

The ultimate United States dollar value of future foreign currency sales generated by our reporting units is
subject to fluctuations in foreign currency exchange rates. The Company’s intent is to limit this exposure from
changes in currency exchange rates through hedging. When the dollar strengthens significantly against the foreign
currencies, the decline in the United States dollar value of future foreign currency revenue is offset by gains in the
value of the forward contracts designated as hedges. Conversely, when the dollar weakens, the opposite occurs. The
Company uses foreign currency forward contracts to mitigate foreign currency risk on forecasted foreign currency
sales which are expected to be settled within next twelve months. The change in fair value prior to their maturity was
accounted for as cash flow hedges, and recorded in other comprehensive income, net of tax, in the Consolidated
Balance Sheets according to ASC Topic 815, Derivatives and Hedging. To the extent any portion of the forward

50
contracts is determined to not be an effective hedge, the increase or decrease in value prior to the maturity was
recorded in other income or expense in the Consolidated Statements of Operations.
During the year ended December 31, 2009, the Company recognized immaterial net losses related to the
ineffective portion of its hedging instruments in other expense in the Consolidated Statements of Operations. No
hedging relationships were terminated as a result of ineffective hedging or forecasted transactions no longer
probable of occurring. The Company continually monitors the probability of forecasted transactions as part of the
hedge effectiveness testing. At December 31, 2009, the Company had a notional principal amount of $689.1 million
in foreign currency forward contracts outstanding to hedge foreign currency revenue risk under ASC Topic 815,
Derivatives and Hedging, and the fair value of foreign currency forward contracts is reported in other current assets
or other current liabilities in the Consolidated Balance Sheet as appropriate. The Company reclasses deferred gains
or losses reported in accumulated other comprehensive income into revenue when the underlying foreign currency
sales occur and are recognized in consolidated earnings. The Company uses inventory turnover ratio for each
international operating unit to align the timing of a hedged item and a hedging instrument to impact the
Consolidated Statements of Operations during the same reporting period. At December 31, 2009, the Company
expects to reclass $7.5 million of net losses on derivative instruments from accumulated other comprehensive
income to earnings during the next twelve months. At December 31, 2009, a hypothetical 10% change in foreign
currency rates against the United States dollar would result in a decrease or an increase of $57.0 million in the fair
value of foreign currency derivatives accounted for under cash flow hedges. Actual gains or losses could differ
materially from this analysis based on changes in the timing and amount of currency rate movements.

Commodity Prices
Our exposure to commodity price changes relates to certain manufacturing operations that utilize certain
commodities as raw materials. We manage our exposure to changes in those prices primarily through our
procurement and sales practices.

Interest Rates
Our investment portfolio is maintained in accordance with our investment policy which defines allowable
investments, specifies credit quality standards and limits the credit exposure of any single issuer. The fair value of
our cash equivalents, marketable securities, and derivatives is subject to change as a result of changes in market
interest rates and investment risk related to the issuers’ credit worthiness or our own credit risk. The Company uses

2009 Annual Report

credit default swap spread to derive risk-adjusted discount rate to measure the fair value of some of our financial

to Stockholders
instruments. At December 31, 2009, we had $1,028.2 million in cash, cash equivalents, restricted cash, short-term
investments and long-term investments, all of which approximated the fair value. Changes in market interest rates
would not be expected to have a material impact on the fair value of $648.1 million of our cash, cash equivalents,
restricted cash, and short-term investments at December 31, 2009, as these consisted of highly liquid securities with
short-term maturities. The Company accounts for $337.4 million of its long term investment in the joint venture
under the equity method and $8.0 million of its long term investments in non-publicly traded companies under the
cost method, thus, changes in market interest rates would not be expected to have an impact on these investments.
Gain or losses from the changes in market interest rates in our other long term investment of $34.8 million would not
be material. See Note 1 in our Consolidated Financial Statements.
As of December 31, 2009, the Company’s debt portfolio was comprised of a combination of fixed and variable
rate borrowings. At issue date of November 2008, all of term loan A and term loan B was subject to variable interest
rates. In January 2009, as required by the Credit Agreement and to mitigate interest rate risk and resulting cash flow
variability, the Company entered into interest rate swap agreements that effectively converted its variable rate
interest payments to fixed rate interest payments for $1,000.0 million of the term loan A principal The interest rate
swap agreements are expected to settle in two parts, $300.0 million maturing in January 2012 and $700.0 million
maturing in January 2013. Without the swap agreements, a hypothetical increase in the underlying borrowing rate
(LIBOR or base rate) of 100 basis points would have changed interest payments on term loan A by 13.3 million and
on term loan B by $6.4 million, based on each loan’s principal balance at December 31, 2009, respectively.
However, as a result of these swap agreements, the Company reduced the amount of term loan A principal subject to
interest rate risk to only $330.0 million. With the swap agreements in place, an increase in the underlying borrowing

51
 rate of 100 basis points would increase interest payments on term loan A by $3.3 million. The changes in fair value
prior to their maturity of each interest rate swap agreement are accounted for as cash flow hedges, and recorded in
other comprehensive income, net of tax, in the Consolidated Balance Sheets according to ASC Topic 815,
Derivatives and Hedging. To the extent any portion of the swap agreements is determined to not be an effective
hedge, the increase or decrease in value prior to the maturity was recorded in other income or expense in the
Consolidated Statements of Operations. During the year ended December 31, 2009, there was no recognized gain or
loss related to the ineffective portion of its hedging instruments in other income or expense in the Consolidated
Statements of Operations. No hedging relationships were terminated as a result of ineffective hedging or forecasted
transactions no longer probable of occurring. The Company continuously monitors the probability of forecasted and
outstanding transactions as part of the hedge effectiveness testing.

Fair Value Measurements

ASC Topic 820, Fair Value Measurements and Disclosures requires certain financial and non-financial assets
and liabilities measured at fair value using a three tiered approach. The assets and liabilities which used level 3 or
significant unobservable inputs to measure the fair value represent an insignificant portion of total Company’s
financial positions at December 31, 2009. $19.1 million was transferred out of level 3 for the year ended
December 31, 2009, of which $5.4 million was due to the impairment of our holdings in the Reserve Primary
Money Market Fund (Fund), $12.9 million was due to aggregate distributions of the Fund, and $0.8 million was the
settlements on auction rate securities with UBS. The Company already received all expected distribution from the
Fund and a cash loan for the value of the auction rate securities from UBS and therefore does not believe there is any
credit risk on these investments. For further discussion on the Company’s fair value measurements and valuation
methodologies, refer to Note 1 of the Notes to Consolidated Financial Statements.

OFF BALANCE SHEET ARRANGEMENTS

The Company does not have any material off balance sheet arrangements. For further discussion on the
Company’s commitments and contingencies, refer to Note 6 “Commitments and Contingencies” in the Notes to the
Consolidated Financial Statements.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

See discussion under Market Risk in “Item 7. Management’s Discussion and Analysis of Financial Condition
2009 Annual Report

and Results of Operations.”

to Stockholders

52
ITEM 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm

To the Stockholders and the

Board of Directors of Life Technologies Corporation
We have audited the accompanying consolidated balance sheets of Life Technologies Corporation as of Decem-
ber 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity, and cash flows
for each of the three years in the period ended December 31, 2009. Our audits also included the financial statement
schedule listed in the Index at Item 15(c). These financial statements and the financial statement schedule are the
responsibility of Life Technologies Corporation’s management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Life Technologies Corporation at December 31, 2009 and 2008, and the
consolidated results of its operations and its cash flows for each of the three years in the period ended December 31,
2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial
statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.
As discussed in Note 5 to the consolidated financial statements, the Company adopted FASB Accounting Standards
Codification Topic 470-20, Debt with Conversion and Other Options, effective as of January 1, 2009 and
retroactively adjusted all periods presented in the consolidated financial statements for this change.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), Life Technologies Corporation’s internal control over financial reporting as of December 31, 2009,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring

2009 Annual Report

Organizations of the Treadway Commission and our report dated February 26, 2010 expressed an unqualified

to Stockholders
opinion thereon.

/s/ Ernst & Young LLP

San Diego, California

February 26, 2010

53
 LIFE TECHNOLOGIES CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share data)
December 31,
2009 2008

ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 596,587 $ 335,930
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,766 —
Restricted cash and investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,721 112,387
Trade accounts receivable, net of allowance for doubtful accounts of $10,809 and $14,649,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 591,058 580,907
Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 353,222 420,029
Deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,822 25,563
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183,988 137,355
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,796,164 1,612,171
Long-term investments(includes $34,800 and $35,600 measured at fair value, respectively). . . . 380,167 490,853
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 829,032 748,056
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,783,806 3,574,779
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,071,607 2,291,767
Deferred income tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,562 —
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148,402 181,133
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,115,740 $8,898,759

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 481,701 $ 80,000
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 237,250 204,279
Restructuring accrual. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,548 69,099
Deferred compensation and related benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 244,625 231,851
Deferred revenues and reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129,035 81,166
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 203,139 235,418
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63,425 105,429
2009 Annual Report

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,385,723 1,007,242

to Stockholders

Long-term debt . . . . . . . . . . . . . . . ............... . . . . . . . . . . . . . . . . . . . . . . . . . . 2,620,089 3,396,420

Pension liabilities . . . . . . . . . . . . . . ............... . . . . . . . . . . . . . . . . . . . . . . . . . . 155,934 201,833
Deferred income tax liabilities . . . . . ............... . . . . . . . . . . . . . . . . . . . . . . . . . . 693,256 674,215
Income taxes payable . . . . . . . . . . . ............... . . . . . . . . . . . . . . . . . . . . . . . . . . 118,084 65,128
Other long-term obligations, deferred credits and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . 115,986 97,383
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ....... 5,089,072 5,442,221
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; 196,297,725 and
189,629,084 shares issued, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,963 1,896
Additional paid-in-capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,784,786 4,508,259
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,968 (98,807)
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 154,204 9,610
Less cost of treasury stock; 16,214,572 shares and 16,158,839 shares, respectively . . . . . . . . (966,253) (964,420)
Total stockholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,026,668 3,456,538
Total liabilities and stockholders’ equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $9,115,740 $8,898,759

See accompanying notes for additional information.

54
 LIFE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

For the Years Ended December 31,

2009 2008 2007

Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,280,344 $1,620,323 $1,281,747

Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,173,057 592,696 467,139
Purchased intangibles amortization . . . . . . . . . . . . . . . . . . . . . .... 282,562 86,875 98,721
Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,824,725 940,752 715,887
Operating expenses:
Selling, general and administrative . . . . . . . . . . . . . . . . . . .... 987,116 499,312 416,099
Research and development. . . . . . . . . . . . . . . . . . . . . . . . .... 337,099 142,505 115,833
Purchased in-process research and development . . . . . . . . .... 1,692 93,287 —
Business consolidation costs . . . . . . . . . . . . . . . . . . . . . . .... 112,943 38,647 5,635
Total operating expenses . . . . . . . . . . . . . . . . . . . . .... 1,438,850 773,751 537,567
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . 385,875 167,001 178,320
Other income (expense):
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 4,698 24,595 27,961
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... (192,911) (85,061) (67,417)
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . .... (12,478) — —
Other income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .... 9,362 5,704 332
Total other expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . (191,329) (54,762) (39,124)
Income before provision for income taxes . . . . . . . . . . . . . . . . . . . . 194,546 112,239 139,196
Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (49,952) (107,883) (32,958)
Net income from continuing operations . . . . . . . . . . . . . . . . . . 144,594 4,356 106,238
Net income from discontinued operations (net) . . . . . . . . . . . . . — 1,358 12,911
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 144,594 $ 5,714 $ 119,149
Basic earnings per common share:

2009 Annual Report

Net income from continuing operations . . . . . . . . . . . . . . . . . . $ 0.82 $ 0.05 $ 1.13

to Stockholders
Net income from discontinued operations . . . . . . . . . . . . . . . . . $ — $ 0.01 $ 0.14
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.82 $ 0.06 $ 1.27
Diluted earnings per common share:
Net income from continuing operations . . . . . . . . . . . . . . . . . . $ 0.80 $ 0.04 $ 1.10
Net income from discontinued operations . . . . . . . . . . . . . . . . . $ — $ 0.01 $ 0.13
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.80 $ 0.05 $ 1.23
Weighted average shares used in per share calculations:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175,872 99,229 93,372
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 181,415 103,685 97,148

See accompanying notes for additional information.

55
 2009 Annual Report
to Stockholders

LIFE TECHNOLOGIES CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)

Accumulated Retained Treasury Stock

Additional Other Earnings Total
Common Stock Paid-in- Comprehensive (Accumulated Stockholders’ Comprehensive
Shares Amount Capital Income (Loss) Deficit) Shares Amount Equity Income (Loss)

Balance at December 31, 2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,793 $1,018 $2,384,874 $ 34,993 $(113,727) (11,111) $(571,012) $1,736,146 $(161,939)
Cumulative effect of accounting changes(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,526) (1,526)
Common stock issuances under employee stock plans . . . . . . . . . . . . . . . . . . . . . . . 5,148 51 133,646 — — — — 133,697
Tax benefit of employee stock plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 20,224 — — 20,224
Purchase of treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — (3,737) (284,993) (284,993)
Issuance of restricted shares, net of repurchases for minimum tax liability . . . . . . . . . . 98 1 2,665 — — (58) (3,231) (565)
Amortization of stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 47,532 — — — — 47,532
Pension liability, net of deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 6,312 — — — 6,312 6,312
Amortization of cash flow hedging instruments, net of deferred taxes . . . . . . . . . . . . . — — — (314) — — — (314) (314)
Unrealized gain on investments, net of deferred taxes . . . . . . . . . . . . . . . . . . . . . . . — — — 756 — — — 756 756
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 70,707 — — — 70,707 70,707
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 119,149 — — 119,149 119,149
Balance at December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107,039 $1,070 $2,588,941 $ 112,454 $ 3,896 (14,906) $(859,236) $1,847,125 $ 196,610
Common stock issuances for business combination . . . . . . . . . . . . . . . . . . . . . . . . . 80,835 808 1,821,545 — — — — 1,822,353
Common stock issuances under employee stock plans . . . . . . . . . . . . . . . . . . . . . . . 1,554 16 46,161 — — — — 46,177
Tax benefit of employee stock plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 3,851 — — — — 3,851
Purchase of treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — (1,198) (100,242) (100,242)
Issuance of restricted shares, net of repurchases for minimum tax liability . . . . . . . . . . 201 2 771 — — (55) (4,942) (4,169)

56
Amortization of stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 46,990 — — — — 46,990
Pension liability, net of deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (39,545) — — — (39,545) (39,545)
Unrealized loss on investments, net of deferred taxes . . . . . . . . . . . . . . . . . . . . . . . — — — (11,434) — — — (11,434) (11,434)
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (160,282) — — — (160,282) (160,282)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 5,714 — — 5,714 5,714
Balance at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189,629 $1,896 $4,508,259 $ (98,807) $ 9,610 (16,159) $(964,420) $3,456,538 $(205,547)
Common stock issuances for business combination . . . . . . . . . . . . . . . . . . . . . . . . . 760 8 38,930 — — — — 38,938
Common stock issuances under employee stock plans . . . . . . . . . . . . . . . . . . . . . . . 5,771 58 172,090 — — (7) (240) 171,908
Tax benefit of employee stock plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 5,406 — — — — 5,406
Purchase of treasury shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — — — —
Issuance of restricted shares, net of repurchases for minimum tax liability . . . . . . . . . . 137 1 (1) — — (48) (1,593) (1,593)
Amortization of stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 60,102 — — — — 60,102
Pension liability, net of deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 30,090 — — — 30,090 30,090
Unrealized gain on cash flow hedges, net of deferred taxes . . . . . . . . . . . . . . . . . . . — — — 3,006 — — — 3,006 3,006
Translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 117,679 — — — 117,679 117,679
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — 144,594 — — 144,594 144,594
Balance at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196,297 $1,963 $4,784,786 $ 51,968 $ 154,204 (16,214) $(966,253) $4,026,668 $ 295,369

(1) The aggregate adoption impact of the requirement relates to uncertain tax positions prescribed by ASC Topic 740, Income Taxes reflected for the year ended December 31, 2007.

See accompanying notes for additional information.

 LIFE TECHNOLOGIES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

For the Years Ended December 31,

2009 2008 2007

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 144,594 $ 5,714 $ 119,149
Adjustments to reconcile net income to net cash provided by operating
activities, including effects of businesses acquired and divested:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115,691 45,677 37,357
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 295,954 86,875 98,721
Amortization of premiums on investments, net of accretion of discounts . . . . — — 36
Amortization of deferred debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . 31,847 5,633 3,250
Amortization of inventory fair market value adjustments . . . . . . . . . . . . . . . 62,747 33,957 471
Amortization of deferred revenue fair market value adjustment . . . . . . . . . . 34,791 7,136 —
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,102 46,990 47,532
Incremental tax benefits from stock options exercised. . . . . . . . . . . . . . . . . (14,058) (18,538) (5,401)
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,252 36,177 (14,798)
Loss on disposal of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,920 1,187 —
In-process research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,692 93,287 —
Adoption of FSP APB 14-1 debt discount cost amortization . . . . . . . . . . . . 42,866 40,159 37,637
Other non-cash adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (102) 2,405 (850)
Changes in operating assets and liabilities:
Trade accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,448) (112,294) (3,078)
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,808 11,076 (20,290)
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . (3,576) 1,676 (7,920)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,108) 1,624 (3,495)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,525 (22,192) 10,974
Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . 36,725 109,169 9,699
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (122,751) (9,936) 14,570
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . 714,471 365,782 323,564
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3,513) (60,703)
Maturities of available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . — 54,692 8,878

2009 Annual Report

Purchase of investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,363) — —

to Stockholders
Net cash paid for business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . (55,036) (2,827,802) (31,288)
Net cash paid for asset purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (31,251) (31,200) —
Net cash received for divestiture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,239 — 209,901
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (180,631) (81,886) (78,333)
Proceeds from sale of property and equipment . . . . . . . . . . . . . . . . . . . . . . . 5,044 — —
Net cash provided by (used in) investing activities . . . . . . . . . . . . . . . . . . . (257,998) (2,889,709) 48,455
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances from lines of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 547
Proceeds from long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,435,600 —
Principal payments on long-term obligations . . . . . . . . . . . . . . . . . . . . . . . . . (425,000) (3,117) (2,595)
Issuance cost payments on long-term obligations . . . . . . . . . . . . . . . . . . . . . . — (92,260) —
Incremental tax benefits from stock options exercised . . . . . . . . . . . . . . . . . . 14,058 18,538 5,401
Proceeds from sale of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 171,238 47,825 138,395
Capital lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (805) — —
Purchase of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,832) (105,184) (284,993)
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . (242,341) 2,301,402 (143,245)
Effect of exchange rate changes on cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,525 (47,690) 10,478
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . 260,657 (270,215) 239,252
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . 335,930 606,145 366,893
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 596,587 $ 335,930 $ 606,145

See accompanying notes for additional information.

57
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2009, 2008 AND 2007

1. BUSINESS ACTIVITY, SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND

SIGNIFICANT ACCOUNTS
Business Activity
Life Technologies Corporation is a global biotechnology tools company dedicated to helping our customers
make scientific discoveries and ultimately improve the quality of life. Our systems, reagents, and services enable
researchers to accelerate scientific exploration, driving to discoveries and developments that better the quality of
life. We deliver a broad range of products and services, including systems, instruments, reagents, and custom
services.

Principles of Consolidation
The consolidated financial statements include the accounts of Life Technologies Corporation and its majority
owned or controlled subsidiaries collectively referred to as Life Technologies (the Company). All significant
intercompany accounts and transactions have been eliminated in consolidation. For purposes of these Notes to
Consolidated Financial Statements, gross profit is defined as revenues less cost of revenues and purchased
intangibles amortization and gross margin is defined as gross profit divided by revenues. Operating income is
defined as gross profit less operating expenses and operating margin is defined as operating income divided by
revenues.

Discontinued Operations
Discontinued operations relate to the sale of the Company’s BioReliance business unit and the sale of
BioSource Europe, S.A.
In April 2007, Life Technologies completed the sale of its BioReliance subsidiary to Avista Capital Partners
and received net cash proceeds of approximately $209.0 million. No loss on the sale was recorded in 2007. The
results of operations for BioReliance for the period from January through April 2007 and the results for all prior
periods are reported as discontinued operations. Additionally, the Company finalized the sale of BioSource Europe,
2009 Annual Report

S.A., a diagnostic business located in Belgium, on February 1, 2007 to a private investor group in Belgium for
to Stockholders

proceeds of $5.5 million. Net proceeds from both divestitures less cash spent as part of the disposal process were
$209.9 million.
We have reclassified the consolidated financial statements for all periods presented to reflect BioReliance and
BioSource Europe, S.A. as discontinued operations as these businesses meet the criteria as a component of an entity
under The Financial Accounting Standards Board (FASB) Accounting Standards Codification, or ASC, Topic
205-20, Discontinued Operations. Accordingly, any operating results of these businesses are presented in the
Company’s Consolidated Statements of Operations as discontinued operations, net of income tax, and all prior
periods have been reclassified. The components of discontinued operations for the periods presented are as follows:
Year ended December 31,
(in thousands) 2009 2008 2007

Net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $ — $29,962

Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 22,357
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — 7,605
Operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (6,309)
Impairment of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — —
Non-operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 857 6,547
Net income from discontinued operations before income taxes . . . . . . . . . . . . . — 857 7,843
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 501 5,068
Net income from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $— $1,358 $12,911

58
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the
United States requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.

Concentrations of Risks
Approximately $655.8 million, $367.4 million and $343.3 million, or 21%, 23% and 28% of the Company’s
revenues during the years ended December 31, 2009, 2008 and 2007, respectively, were derived from university and
research institutions which management believes are, to some degree, directly or indirectly supported by the United
States Government. If there were to be a significant change in current research funding, particularly with respect to
the National Institute of Health, it could have a material adverse impact on the Company’s future revenues and
results of operations.

Segment Information
In connection with the acquisition of Applied Biosystems, Inc. (AB) and resulting reorganization, the
Company has determined it operates as one operating segment in accordance with ASC Topic 280, Segment
Reporting. The Company believes our chief operating decision maker (CODM) makes decisions based on the
Company as a whole. In addition, the divisions within the Company share similar customers and types of products
and services which derive revenues and have consistent product margins. Accordingly, the Company operates as
one reporting segment. The Company disclosed the revenues for each of its internal divisions to allow the reader of
the financial statements the ability to gain transparency into the operations of the Company in Item 7 “Manage-
ment’s Discussion and Analysis of Financial Condition and Results of Operations”. We have restated historical
divisional revenue information to conform to the current year presentation.

Revenue Recognition

2009 Annual Report

to Stockholders
We derive our revenue from the sale of our products, services and technology. We recognize revenue from
product sales upon transfer of title of the product or performance of services. Transfer of title generally occurs upon
shipment to the customer. We generally ship to our customers FOB shipping point. Concurrently, we record
provisions for warranty, returns, and installation based on historical experience and anticipated product perfor-
mance. Revenue is not recognized at the time of shipment of products in situations where risks and rewards of
ownership are transferred to the customer at a point other than shipment due to the shipping terms, the existence of
an acceptance clause, the achievement of milestones, or some return or cancellation privileges. Revenue is
recognized once customer acceptance occurs or the acceptance provisions lapse. Service revenue is recognized over
the period services are performed. In cases where customers order and pay for products and request that we store a
portion of their order for them at our cost, we record any material up-front payments as deferred revenue in current
liabilities in the Consolidated Balance Sheets and recognize revenue upon shipment of the product to the customer.
Deferred revenue, which includes customer prepayments and unearned service revenue, totaled $178.3 million and
$118.2 million at December 31, 2009 and 2008, respectively.
We also enter into arrangements whereby revenues are derived from multiple deliverables. In these arrange-
ments, we record revenue in accordance with ASC Topic 605, Revenue Recognition. Specifically, we record revenue
as the separate elements are delivered to the customer if the delivered item is determined to represent a separate
earnings process, there is objective and reliable evidence of the fair value of the undelivered item, and delivery or
performance of the undelivered item is probable and substantially in our control. For instruments where installation
is determined to be a separate earnings process, the portion of the sales price allocable to the fair value of the
installation is deferred and recognized when installation is complete. We determine the fair value of the installation

59
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

process based on technician labor billing rates, the expected number of hours to install the instrument based on
historical experience, and amounts charged by third-parties. We continually monitor the level of effort required for
the installation of our instruments to ensure that appropriate fair values have been determined. Revenues from
multiple-element arrangements involving license fees, up-front payments and milestone payments, which are
received and/or billable in connection with other rights and services that represent our continuing obligations, are
deferred until all of the multiple elements have been delivered or until objective and verifiable evidence of the fair
value of the undelivered elements has been established. We determine the fair value of each element in multiple-
element arrangements based on the prices charged when the similar elements are sold separately to third-parties. If
objective and verifiable evidence of fair value of all undelivered elements exists but objective and verifiable
evidence of fair value does not exist for one or more delivered elements, then revenue is recognized using the
residual method. Under the residual method, the revenues from delivered elements are not recognized until the fair
value of the undelivered element or elements has been determined. Contract interpretation is normally required to
determine the appropriate accounting, including whether the deliverables specified in a multiple element arrange-
ment should be treated as separate units of accounting for revenue recognition purposes, and if so, how the price
should be allocated among the deliverable elements, when to begin to recognize revenue for each element, and the
period over which revenue should be recognized.

We recognize royalty revenue (including upfront licensing fees) when the amounts are earned and deter-
minable during the applicable period based on historical activity, and make revisions for actual royalties received in
the following quarter. For those arrangements where royalties cannot be reasonably estimated, we recognize
revenue on the receipt of cash or royalty statements from our licensees. Since we are not able to forecast product
sales by licensees, royalty payments that are based on product sales by the licensees are not determinable until the
licensee has completed their computation of the royalties due and/or remitted their cash payment to us. In addition,
we recognize up-front nonrefundable license fees when due under contractual agreement, unless we have specific
continuing performance obligations requiring deferral of all or a portion of these fees. If it cannot be concluded that
a licensee fee is fixed or determinable at the outset of an arrangement, revenue is recognized as payments from
third-parties become due. Royalty revenue totaled $122.4 million, $51.0 million and $39.9 million for 2009, 2008
2009 Annual Report

and 2007, respectively.

to Stockholders

Revenue recorded under proportional performance for projects in process is designed to approximate the
amount of revenue earned based on percentage of efforts completed within the scope of the contractual arrange-
ment. We undertake a review of these arrangements to determine the percentage of the work that has completed and
the appropriate amount of revenue to recognize.

Shipping and handling costs are included in costs of sales. Shipping and handling costs charged to customers is
recorded as revenue in the period the related product sales revenue is recognized.

Fair Value of Financial Instruments

The Company has certain financial instruments in which the carrying value does not equal the fair value. The
estimated fair value of the convertible notes is determined by using observable market information and valuation
methodologies that correlate fair value with the market price of the Company’s common stock, and the estimated
fair value of the term loans and the secured loan is determined by using observable market information.

The carrying amounts of financial instruments such as cash equivalents, foreign cash accounts, accounts
receivable, prepaid expenses, other current assets, accounts payable, accrued expenses, and other current liabilities
approximate the related fair values due to the short-term maturities of these instruments.

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The fair value and carrying amounts of the Company’s long term debt obligations at December 31, 2009 and
2008 were as follows:
Fair Value Carrying Amounts
December 31, December 31, December 31, December 31,
(in thousands) 2009 2008 2009 2008

31⁄4% Convertible Senior Notes (principal

due 2025) . . . . . . . . . . . . . . . . . . . . . . $ 400,750 $ 308,000 $ 336,481 $ 328,114
11⁄2% Convertible Senior Notes (principal
due 2024) . . . . . . . . . . . . . . . . . . . . . . 472,500 342,000 409,858 391,924
2% Convertible Senior Notes (principal
due 2023) . . . . . . . . . . . . . . . . . . . . . . 535,081 332,128 339,595 322,774
Term Loan A (principal due 2013) . . . . . 1,313,375 1,260,000 1,330,000 1,400,000
Term Loan B (principal due 2015) . . . . . 645,713 927,675 642,500 997,500
Secured Loan (principal due 2010) . . . . . 34,800 35,600 34,800 35,600
For details on the carrying amounts of the long-term debt obligations, refer to Note 5 “Long-Term Debt”.

Cash and Cash Equivalents and Marketable Securities

The Company invests its excess cash in marketable securities, money market funds, corporate notes,
government securities, highly liquid debt instruments, time deposits, and certificates of deposit with original
maturities of three months or less at the date of purchase. These instruments are readily convertible into cash. The
Company has established guidelines that maintain safety and liquidity. The Company considers all highly liquid
investments with maturities of three months or less from the date of purchase to be cash equivalents.
Investments consisted of the following:
December 31, December 31,
(in thousands) 2009 2008

Short-term
Bank deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........ $ 10,766 $ —

2009 Annual Report

Total short-term investments . . . . . . . . . . . . . . . . . . . . . . . ........ 10,766 —

to Stockholders
Long-term
Auction rate securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........ 30,827 29,407
Put option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........ 3,973 6,193
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........ 345,367 455,253
Total long-term investments . . . . . . . . . . . . . . . . . . . . . . . ........ 380,167 490,853
Total investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........ $390,933 $490,853

The Company evaluates its investments in equity and debt securities that are accounted for using the equity
method or cost method or that are classified as available-for-sale or held-to-maturity to determine whether an
other-than-temporary impairment or a credit loss exists at period end for such investments. At December 31, 2009,
the aggregate carrying amounts of cost method investments in non-publicly traded companies, which approximated
the fair value of the investments, was $8.0 million. The assessment of fair value is based on valuation methodologies
using level 3 unobservable inputs, which include discounted cash flows, estimates of sales proceeds and appraisals,
as appropriate. The investment in equity securities of $337.4 million consisted of the Company’s joint venture
investment which is accounted for using the equity method and the Company believes this approximates the fair
value of the investment Refer to Note 2—Business Combinations in the footnotes to the Consolidated Financial
Statements for more information on the Company’s joint venture investment. The cost of securities sold is based on
the specific identification method.
During the year ended December 31, 2009, there were no unrealized gains or losses recorded in accumulated
other comprehensive income and there were no gains or losses reclassified out of accumulated other comprehensive

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

income to earnings as a result of the sales of available-for-sale securities. In addition, the Company did not
recognize any net gains or losses related to the trading securities for the year ended December 31, 2009.
ASC Topic 820, Fair Value Measurements and Disclosures requires the Company to establish a framework for
measuring fair value and expand disclosures about fair value measurements. The Company adopted this require-
ment for financial assets and liabilities measured at fair value on a recurring basis in the year beginning January 1,
2008, and non-financial assets and liabilities measured at fair value on a nonrecurring basis in the year beginning
January 1, 2009. The framework requires for the valuation of assets and liabilities subject to fair value measure-
ments using a three-tiered approach and fair value measurement be classified and disclosed in one of the following
three categories:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities;
Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not
active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or
liability;
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value
measurement and unobservable (i.e. supported by little or no market activity).

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table represents the financial instruments measured at fair value on a recurring basis on the
financial statements of the Company subject to ASC Topic 820 and the valuation approach applied to each class of
the financial instruments:
Fair Value Measurements at Reporting Date Using
Quoted Prices in
Balance at Active Markets Significant Other Significant
(in thousands) December 31, for Identical Assets Observable Inputs Unobservable Inputs
Description 2009 (Level 1) (Level 2) (Level 3)
2009 Annual Report

Bank time deposits . . . . . . . . . . . . . $ 10,766 $ 10,766 $ — $ —

to Stockholders

Money market funds . . . . . . . . . . . . 101,310 101,310 — —

Deferred compensation plan assets. . 23,203 23,203 — —
Assets-derivative forward exchange
contracts . . . . . . . . . . . . . . . . . . . 19,803 — 19,803 —
Auction rate securities . . . . . . . . . . . 30,827 — — 30,827
Put option . . . . . . . . . . . . . . . . . . . . 3,973 — — 3,973
Total assets . . . . . . . . . . . . . . . . . $189,882 $135,279 $19,803 $34,800
Liabilities-derivative forward
exchange contracts . . . . . . . . . . . 21,138 — 21,138 —
Liabilities-derivative swap
contracts . . . . . . . . . . . . . . . . . . . 5,120 — 5,120 —
Total liabilities . . . . . . . . . . . . . . $ 26,258 $ — $26,258 $ —

At December 31, 2009, the carrying value of the financial instruments measured and classified within Level 1
was based on quoted prices and marked to market.
Exchange traded derivatives are valued using quoted market prices and classified within Level 1 of the fair
value hierarchy. Level 2 derivatives include foreign currency forward contracts for which fair value is determined
by using observable market spot rates and forward points adjusted by risk-adjusted discount rates. Level 2
derivatives also include interest rate swap agreements for which fair value is determined by using quoted active
market prices adjusted by risk-adjusted discount rates. The risk-adjusted discount rate is derived by United States

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

dollar zero coupon yield bonds for the corresponding duration of the maturity of derivatives, then adjusted with a
counter party default risk for the value of our derivative assets or our credit risk for the value of our derivative
liabilities. Credit risk is derived by observable credit default swaps (CDS) spreads. Because CDS spreads
information is not available for our Company, our credit risk is determined by analyzing CDS spreads of similar
size public entities in the same industry with similar credit ratings. The value of our derivatives discounted by risk-
adjusted discount rates represents the present value of amounts estimated to be received for the assets or paid to
transfer the liabilities at the measurement date from a marketplace participant in settlement of these instruments.

The Company held unsecured commercial paper within the Reserve Primary Money Market Fund (Fund)
which has been in orderly liquidation subject to the supervision of the SEC. The most recent net asset values (NAV)
communicated by the Fund were $0.97 per share in February 2009, however, under the terms of the Plan of
Liquidation adopted by the Fund, distributions are to be made up to the amount of a special reserve to cover the cost
and possible liabilities associated with the liquidation. Consequently Fund distributions are currently being made at
$0.92 per share. During the year ended December 31, 2009, the Company recognized an other-than-temporary
impairment of $5.4 million against the purchase price of AB. The Company received its entire expected distribution
based on NAVof $0.92 per share on its investment as of December 31, 2009. The investment in the Fund was valued
using Level 3 unobservable inputs throughout the year until the completion of the distribution, which consisted of
recommended fair values provided by our broker combined with internal analysis of interest rate spreads and credit
quality.

As of December 31, 2009, the Company holds $34.8 million in auction rate securities with UBS Investment
Bank. Auction rate securities are collateralized long-term debt instruments that provide liquidity through a Dutch
auction process that resets the applicable interest rate at pre-determined intervals, typically every 7 to 35 days. The
underlying assets of the auction rate securities we hold, including the securities for which auctions have failed, are
student loans which are largely guaranteed by the United States government under the Federal Education Loan
Program. Beginning in February 2008, auctions failed for the Company’s holdings because sell orders exceeded
buy orders. As a result of the failed auctions, the Company is holding illiquid securities because the funds
associated with these failed auctions will not be accessible until the issuer calls the security, a successful auction
occurs, a buyer is found outside of the auction process, or the security matures. In August 2008, UBS announced

2009 Annual Report

that it agreed to a settlement in principle with the Securities and Exchange Commission (SEC) and other state

to Stockholders
regulatory agencies represented by North American Securities Administrators Association to restore liquidity to all
remaining clients who hold auction rate securities. UBS committed to repurchase auction rate securities from their
private clients at par beginning January 1, 2009. During the year ended December 31, 2009, UBS repurchased
$0.8 million of auction rate securities at par from the Company. The Company intends to settle the remaining
balance of $34.8 million by July 2012. Until UBS fully redeems the Company’s auction rate securities, UBS has
loaned the Company the par value of $34.8 million without recourse and with accrued interest charges at the same
rate as the yields earned on the underlying securities (which serve as collateral for the loan). Because the Company
has a right to sell its auction rate securities to UBS, this right is considered to be a put option, however, this put
option does not meet the definition of derivative under ASC Topic 815, Derivatives and Hedging, as auction rate
securities are not readily convertible to cash. Thus, this put option will not be subsequently adjusted to fair value
each reporting period. To create accounting symmetry for the fair value movement between auction rate securities
and the put option, the Company elected the fair value option for the put option in accordance with ASC Topic 820,
Fair Value Measurements and Disclosures, upon the execution of the loan agreement with UBS on the election date
in November 2008. At the same time, the Company elected a transfer of auction rate securities from availa-
ble-for-sale securities to trading securities in accordance with ASC Topic 320, Investments—Debt and Equity
Securities, due to the nature of the current market conditions and the Company’s intended holding period.

The Company anticipates that any future changes in the fair value of the put option will be offset by the
changes in the underlying fair value of the related auction rate securities with no material net impact to the
Consolidated Statements of Operations. The Company has already been provided a loan for the par value of the
auction rate securities by UBS. The put option will continue to be measured at fair value utilizing Level 3 inputs

63
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

until the earlier of its maturity or exercise. During the year ended December 31, 2009, the Company did not
recognize a net gain or loss related to the auction rate securities and the related put option. The fair market value of
auction rate securities and the put option at December 31, 2009 and December 31, 2008 are reflected in long term
investments in the Consolidated Balance Sheets.
For those financial instruments with significant Level 3 inputs measured on a recurring basis, the following
table summarizes the activity for the year ended December 31, 2009 by investment type:
Fair Value Measurements Using
Significant
Unobservable Inputs (Level 3)
Auction Money
Rate Market
(in thousands) (unaudited) Securities Put Option Funds Total

Beginning balance at January 1, 2009. . . . . . . . . . . . . . . . . . . $29,407 $ 6,193 $ 18,260 $ 53,860

Transfers into Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — —
Total realized/unrealized gains (losses)
Included in earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,220 (2,220) — —
Revalued as part of Applied Biosystems merger . . . . . . . . . — — (5,358) (5,358)
Purchases, issuances and settlements . . . . . . . . . . . . . . . . . . . (800) — (12,902) (13,702)
Ending balance at December 31, 2009 . . . . . . . . . . . . . . . . . . $30,827 $ 3,973 $ — $ 34,800
Total 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ — $ —
All realized and unrealized gains or losses related to financial instruments whose fair value is determined
based on Level 3 inputs are included in other income, except that the other-than-temporary impairment of
$5.4 million was written off against the purchase price of AB.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

2009 Annual Report

The non-financial assets and liabilities are recognized at fair value subsequent to initial recognition when they
to Stockholders

are deemed to be other-than-temporarily impaired. There were no material non-financial assets and liabilities
deemed to be other-than-temporarily impaired and measured at fair value on a nonrecurring basis for the year ended
December 31, 2009.

Foreign Currency and Derivative Financial Instruments

The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates
for assets and liabilities and average exchange rates during each reporting period for results of operations. Net gains
or losses resulting from the translation of foreign financial statements and the effect of exchange rate changes on
intercompany receivables and payables of a long-term investment nature are recorded as a separate component of
stockholders’ equity. These adjustments will affect net income only upon sale or liquidation of the underlying
investment in a foreign subsidiary. The cumulative translation adjustments included in accumulated other
comprehensive income (loss) reported as a separate component of stockholders’ equity were a net cumulative
gain (loss) of $86.7 million and $(30.1) million at December 31, 2009 and 2008, respectively.
Some of the Company’s reporting entities conduct a portion of their business in currencies other than the
entity’s functional currency. These transactions give rise to receivables and payables that are denominated in
currencies other than the entity’s functional currency. The value of these receivables and payables is subject to
changes in currency exchange rates from the point in which the transactions are originated until the settlement in
cash. Both realized and unrealized gains or losses in the value of these receivables and payables are included in the
determination of net income. Net currency exchange gains (losses) recognized on business transactions, net of

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

hedging transactions, were $(9.0) million, $8.3 million and $0.5 million for the years ended December 31, 2009.
2008 and 2007, respectively, and are included in other income in the Consolidated Statements of Operations.
We use derivative financial instruments (primarily, foreign currency forward contracts) to mitigate the risk of
changes in the value of receivables and payables denominated in a currency other than the entity’s functional
currency. Realized and unrealized gains or losses on these financial instruments entered into to hedge the exchange
rate exposure on receivables and payables are also included in the determination of net income as they have not been
designated for hedge accounting under ASC Topic 815, Derivatives and Hedging. These contracts, which settle in
January 2010 through May 2010, effectively fix the exchange rate at which these specific receivables and payables
will be settled in, so that gains or losses on the forward contracts offset the gains or losses from changes in the value
of the underlying receivables and payables. At December 31, 2009, the Company had a notional principal amount of
$1,497.9 million in foreign currency forward contracts outstanding to hedge currency risk relative to our foreign
currency receivables and payables.
The Company’s international operating units conduct business in, and have a functional currency that differs
from the parent entity, and therefore, the ultimate conversion of these sales to cash in United States dollars is subject
to fluctuations in foreign currency The Company’s intent is to limit this exposure from changes in currency
exchange rates through hedging. When the dollar strengthens significantly against foreign currencies, the decline in
the US dollar value of future foreign currency revenue is offset by gains in the value of the forward contracts
designated as hedges. Conversely, when the dollar weakens, the opposite occurs. The Company’s currency
exposures vary, but are primarily concentrated in the euro, British pound sterling, Japanese yen and Canadian
dollar. The Company uses foreign currency forward contracts to mitigate foreign currency risk on forecasted
foreign currency sales which are expected to be settled within twelve months. The change in fair value prior to their
maturity is accounted for as cash flow hedges, and recorded in other comprehensive income, net of tax, in the
Consolidated Balance Sheets according to ASC Topic 815, Derivatives and Hedging. To the extent any portion of
the forward contracts is determined to not be an effective hedge, the increase or decrease in value prior to the
maturity was recorded in other income or expense in the Consolidated Statements of Operations.
At December 31, 2009, the Company had a notional principal amount of $689.1 million in foreign currency
forward contracts outstanding to hedge foreign currency revenue risk under ASC Topic 815, Derivatives and

2009 Annual Report

Hedging. During the year ended December 31, 2009, the Company did not have any material losses or gains related

to Stockholders
to the ineffective portion of its hedging instruments in other expense in the Consolidated Statements of Operations.
No hedging relationships were terminated as a result of ineffective hedging or forecasted transactions no longer
probable of occurring. The Company continuously monitors the probability of forecasted transactions as part of the
hedge effectiveness testing. The Company reclasses deferred gains or losses reported in accumulated other
comprehensive income into revenue when the consolidated earnings are impacted, which for intercompany sales
are when the inventory is sold to a third-party. For intercompany sales hedging, the Company uses an inventory
turnover ratio for each international operating unit to align the timing of a hedged item and a hedging instrument to
impact the Consolidated Statements of Operations during the same reporting period. At December 31, 2009, the
Company expects to recognize $7.5 million of net losses on derivative instruments currently classified under
accumulated other comprehensive income to revenue offsetting the change in revenue due to foreign currency
translation during the next twelve months.
The Company entered into interest rate swap agreements that effectively convert variable rate interest
payments to fixed rate interest payments for a notional amount of $1,000.0 million in January 2009, of which
$300.0 million of swap payment arrangements expire in January of 2012 and $700.0 million of swap payment
arrangements expire in January of 2013. The Company has entered into such swap arrangements to manage
variability of cash flows and interest expense related to the interest payments on a portion of the Company’s term
loan A facility. The change in fair value prior to their maturity is accounted for as cash flow hedges, and recorded in
other comprehensive income, net of tax, in the Consolidated Balance Sheets according to ASC Topic 815,
Derivatives and Hedging. To the extent any portion of the swap agreements is determined to not be an effective
hedge, the increase or decrease in value prior to the maturity was recorded in other income or expense in the

65
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consolidated Statements of Operations. During the year ended December 31, 2009, there was no recognized gain or
loss related to the ineffective portion of hedging instruments in other expense in the Consolidated Statements of
Operations. No hedging relationships were terminated as a result of ineffective hedging or forecasted transactions
no longer probable of occurring. The Company continuously monitors the underlying term loan principal balance
as part of the hedge effectiveness testing.
The following table summarizes the fair values of derivative instruments at December 31, 2009:
Asset Derivatives Liability Derivatives
Balance Sheet Balance Sheet
(in thousands) Location Fair Value Location Fair Value

Derivatives instruments
designated and qualified as
cash flow hedges
Forward exchange
contracts . . . . . . . . . . . . . . Other current assets $ 4,333 Other current liabilities $11,582
Interest rate swap contracts . . Other assets — Other long-term obligations 5,120
Total . . . . . . . . . . . . . . . . . $ 4,333 $16,702
Derivatives instruments not
designated as cash flow
hedges
Forward exchange
contracts . . . . . . . . . . . . . . Other current assets $15,470 Other current liabilities $ 9,556
Total . . . . . . . . . . . . . . . . . 15,470 9,556
Total derivatives at
December 31, 2009 . . . . . . . . $19,803 $26,258

The following table summarizes the effect of derivative instruments on the Consolidated Statements of
Operations for the year December 31, 2009:
Year ended December 31, 2009
2009 Annual Report

Effective Portion Ineffective Portion

to Stockholders

Location of Amount of
Amount of (Gain)/Loss (Gain)/Loss Location of Amount of
(Gain)/Loss Reclassified from Reclassified from (Gain)/Loss (Gain)/Loss
Recognized in AOCI into AOCI into Recognized in Recognized in
(in thousands) OCI Income Income Income Income

Derivatives instruments
designated and
qualified as cash flow
hedges
Foreign exchange
contracts. . . . . . . . . $3,515 Revenue $13,308 Other (income)/expense $ *
Interest rate swap
contracts. . . . . . . . . 5,120 Interest Expense — Other (income)/expense —
Total derivatives . . . $8,635 $13,308 $ *

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Year ended December 31, 2009

Location of Amount of
(Gain)/Loss (Gain)/Loss
Recognized in Recognized in
Income Income

Derivatives instruments
not designated in cash
flow hedges
Forward exchange
contracts . . . . . . Other income $(19,760)
Total Derivatives . . . . $(19,760)

* De minimus amount recognized in the hedge relationship.

Concentration of Credit Risk

Our derivatives instruments have an element of risk in that the counterparties may be unable to meet the terms
of the agreements. We attempt to minimize this risk by limiting the counterparties to a diverse group of highly-rated
domestic and international financial institutions. In the event of non-performance by these counterparties, the asset
position carrying values of our financial instruments represent the maximum amount of loss we could incur as of
December 31, 2009. However, we do not expect to record any losses as a result of counterparty default in the
foreseeable future. We do not require and are not required to pledge collateral for these financial instruments. The
Company does not use derivative financial instruments for speculation or trading purposes nor for activities other
than risk management, and we are not a party to leveraged derivatives. In addition, we do not carry any master
netting arrangements to mitigate the credit risk. The Company continually evaluates the costs and benefits of its
hedging program.
Other financial instruments that potentially subject us to concentrations of credit risk are cash and cash
equivalents, investments, and accounts receivable. We attempt to minimize the risks related to cash and cash

2009 Annual Report

equivalents and investments by using highly-rated financial institutions that invest in a broad and diverse range of

to Stockholders
financial instruments. We have established guidelines relative to credit ratings and maturities intended to maintain
safety and liquidity. Concentration of credit risk with respect to accounts receivable is limited due to our large and
diverse customer base, which is dispersed over different geographic areas. Allowances are maintained for potential
credit losses and such losses have historically been within our expectations. Our investment portfolio is maintained
in accordance with our investment policy which defines allowable investments, specifies credit quality standards
and limits the credit exposure of any single issuer.

Restricted Cash and Related Liabilities

The Company had restricted cash of $40.7 and $112.4 million at December 31, 2009 and 2008, respectively.
Of the $40.7 million in restricted cash at December 31, 2009, $40.1 million was held in a Rabbi Trust (the AB Trust)
which was assumed by the Company upon the closing of its merger with AB. The AB Trust funds are available for
the payment of certain non-qualified pension plans and the termination benefits the Company assumed as a result of
the merger with AB. The funds are invested primarily in money market accounts. The AB Trust remains in place for
the term of benefits payable, which in the case of non-qualified pension plans is the death of the participants or their
designated beneficiaries. The termination benefits funded by the AB Trust are expected to be fully paid during
2010. The rabbi trust assets are subject to the claims of the Company’s creditors in the event of the Company’s
insolvency. At December 31, 2009, the Company accrued $36.7 million and $3.2 million related to non-qualified
pension plans and the termination benefits, respectively, which are included in current liabilities and pension
liabilities, and restructuring accrual, respectively in our statement of financial position. No further contributions are
required to be made to the AB Trust as of December 31, 2009.

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounts Receivable

The Company provides reserves against trade receivables for estimated losses that may result from a
customers’ inability to pay. The amount is determined by analyzing known uncollectible accounts, aged receiv-
ables, economic conditions in the customers’ country or industry, historical losses and customer credit-worthiness.
Bad debt expense is recorded as necessary to maintain an appropriate level of allowance for doubtful accounts in
selling, general and administrative expense. Additionally, our policy is to fully reserve for all accounts with aged
balances greater than one year, with certain exceptions determined necessary by management. Amounts determined
to be uncollectible are charged or written off against the reserve. To date such losses, in the aggregate, have not
exceeded management’s estimates.

Inventories

Inventories are generally stated at lower of cost (first-in, first-out method) or market. Cost is determined
principally on the standard cost method for manufactured goods which approximates cost on the first-in, first-out
method. The Company reviews the components of its inventory on a regular basis for excess, obsolete and impaired
inventory and makes appropriate dispositions as obsolete inventory is identified. Reserves for excess, obsolete and
impaired inventory were $106.3 million and $95.5 million at December 31, 2009 and 2008, respectively.

Inventories include material, labor and overhead costs in addition to purchase accounting adjustments to
write-up acquired inventory to estimated selling prices less costs to complete, costs of disposal and a reasonable
profit allowance.

Inventories consist of the following at December 31:

(in thousands) 2009 2008

Raw materials and components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 87,369 $ 94,332

Work in process (materials, labor and overhead) . . . . . . . . . . . . . . . . . . . . . 52,307 58,091
Finished goods (materials, labor and overhead) . . . . . . . . . . . . . . . . . . . . . . 213,546 204,858
2009 Annual Report

Adjustment to write up acquired finished goods inventory to fair value . . . . . — 62,748

to Stockholders

Total inventories (net) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $353,222 $420,029

Property and Equipment

We capitalize major renewals and improvements that significantly add to productive capacity or extend the life
of an asset. We expense repairs, maintenance, and minor renewals and improvements as incurred. We remove the
cost of assets and related depreciation from the related accounts on the balance sheet when assets are sold, or
otherwise disposed of, and any related gains or losses are reflected in current earnings. Leased capital assets are
included in property and equipment. Amortization of property and equipment under capital leases is included with
depreciation expense. We compute depreciation expense of owned property and equipment based on the expected
useful lives of the assets primarily using the straight-line method. We amortize leasehold improvements over their
estimated useful lives or the term of the applicable lease, whichever is less.

Capitalized internal-use software costs include only those direct costs associated with the actual development
or acquisition of computer software for internal use, including costs associated with the design, coding, installation
and testing of the system. Costs associated with preliminary development, such as the evaluation and selection of
alternatives, as well as training, maintenance and support are expensed as incurred. At December 31, 2009 and 2008
the Company had $114.6 million and $94.9 million, respectively, in unamortized capitalized software costs. For the
years ended December 31, 2009, 2008 and 2007, the Company amortized into expense $19.6 million, $10.0 million
and 9.7 million, respectively, related to capitalized computer software costs.

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property and equipment consist of the following at December 31:

Estimated
Useful Life
(in thousands) (in years) 2009 2008

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — $ 134,647 $ 127,197

Building and improvements . . . . . . . . . . . . . . . . . . . . . . . . . 1-50 397,052 363,385
Machinery and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 1-10 371,325 304,389
Internal use software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-10 163,056 124,305
Construction in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 109,781 71,641
Total gross property and equipment . . . . . . . . . . . . . . . . . . . 1,175,861 990,917
Accumulated depreciation and amortization . . . . . . . . . . . . . (346,829) (242,861)
Total property and equipment (net) . . . . . . . . . . . . . . . . . . . . $ 829,032 $ 748,056

Goodwill
Goodwill represents the excess purchase price of net tangible and intangible assets acquired in business
combinations over their estimated fair value. In accordance with ASC Topic 350, Intangibles—Goodwill and Other,
goodwill is tested for impairment on an annual basis and earlier if there is an indicator of impairment. Furthermore,
purchased intangible assets other than goodwill are amortized over their useful lives unless these lives are
determined to be indefinite.
The Company performs its goodwill impairment tests annually during the fourth quarter of its fiscal year and
earlier if an event or circumstance indicates that impairment has occurred. The Company utilized a discounted cash
flow analysis to estimate the fair value of each reporting unit. The evaluation included management estimates of
cash flow projections based on an internal strategic review. Key assumptions from this strategic review included
revenue growth, future gross and operating margin growth, and the Company’s weighted cost of capital. The
Company also used internal allocations of assets and liabilities and Company specific discount rates to determine
the estimated value of each reporting unit. Based on this analysis, the Company determined that an impairment does
not exist at October 1, 2009, additionally, no indicators of impairments were noted through December 31, 2009 and
as a result, no impairment charge has been recorded during the year.

2009 Annual Report

to Stockholders
Changes in the net carrying amount of goodwill for the years ended December 31, 2009 and 2008 are as
follows:
(in thousands) Total

Balance at December 31, 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,528,779

Purchase adjustments for resolution of income tax contingencies . . . . . . . . . . . . . . . .. (3,521)
Other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. (486)
Goodwill acquired during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,484,960
Goodwill allocated to equity method investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. (357,415)
Foreign currency translation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. (77,538)
Balance at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,574,779
Purchase adjustments of income tax considerations . . . . . . . . . . . . . . . . . . . . . . . . . . .. (20,789)
Other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 148,162
Goodwill acquired during the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 31,156
Foreign currency translation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 50,498
Balance at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,783,806

As the Company finalized its purchase price allocation related to the AB acquisition in 2009, the Company
made purchase adjustments for certain income tax considerations, established its restructuring plan, as well as
finalized other miscellaneous adjustments, driving the increase in other adjustments during the year. In 2008, the
change in goodwill was primarily driven by the preliminary purchase price allocation associated with the AB

69
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

acquisition. For details on our acquisitions, refer to Note 2—Business Combinations of the Consolidated Financial
Statements.

Other Intangible Assets

Intangible assets are amortized using the straight-line method over their estimated useful lives. Amortization
expense related to intangible assets associated with product sales for the years ended December 31, 2009, 2008 and
2007 was $282.6 million, $86.9 million and $98.7 million, respectively. According to ASC Topic 805, Business
Combinations, $2.8 million was capitalized as in-process research and development acquired in business com-
binations and assigned an indefinite life during the year ended December 31, 2009. Such assets will be accounted
for as indefinite life intangible assets until completion of the project or abandonment. In connection with
acquisitions, $1.7 million, $93.3 million and none of the purchase price was allocated to in-process research
and development and expensed in the Consolidated Statements of Operations for the years ended December 31,
2009, 2008 and 2007, respectively, according to SFAS 141, Accounting for Business Combinations. In addition, the
Company recorded $9.7 million and $0.8 million of amortization expense in other income (expense) for year ended
2009 and 2008, respectively, in connection with its joint venture investment.
Intangible assets consist of the following:
December 31, 2009 December 31, 2008
Weighted Gross Weighted Gross
average carrying Accumulated average carrying Accumulated
(in thousands) life amount amortization life amount amortization

Amortized intangible assets:

Purchased technology . . . . . . 7 years $1,109,976 $ (705,015) 8 years $1,056,395 $(605,864)
Purchased tradenames and
trademarks . . . . . . . . . . . . 9 years 307,785 (75,485) 9 years 314,312 (55,174)
Purchased customer base . . . . 12 years 1,423,383 (167,856) 12 years 1,421,925 (48,344)
Other intellectual
properties . . . . . . . . . . . . . 5 years 248,964 (80,396) 5 years 235,304 (34,238)
$3,090,108 $(1,028,752) $3,027,936 $(743,620)
2009 Annual Report
to Stockholders

Intangible assets not subject

to amortization:
Purchased tradenames . . . . . . $ 7,451 $ 7,451
In-process research and
development . . . . . . . . . . . 2,800 —
Estimated amortization expense for amortizable intangible assets owned as of December 31, 2009 for each of
the five succeeding fiscal years is as follows:
(in thousands)
Years Ending December 31,
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $283,853
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................. 275,979
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................. 256,802
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................. 244,267
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................. 204,734

Valuation of Long-Lived Assets and Intangibles

The Company reviews long-lived assets and intangibles for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. We periodically re-evaluate the
original assumptions and rationale utilized in the establishment of the carrying value and estimated lives of its long-
lived assets. The criteria used for these evaluations include management’s estimate of the assets continuing ability

70
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

to generate income from operations and positive cash flow in future periods as well as the strategic significance of
any intangible asset in the Company’s business objectives. If assets are considered to be impaired, the impairment
recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets, which is
determined by applicable market prices, when available. There was no material impairment loss recognized for
long-lived assets during the years ended December 31, 2009, 2008 and 2007.

Product Warranties

We accrue warranty costs for product sales at the time of shipment based on historical experience as well as
anticipated product performance. Our product warranties extend over a specified period of time ranging up to two
years from the date of sale depending on the product subject to warranty. The product warranty accrual covers parts
and labor for repairs and replacements covered by our product warranties. We periodically review the adequacy of
our warranty reserve, and adjust, if necessary, the warranty percentage and accrual based on actual experience and
estimated costs to be incurred. At December 31, 2009 and 2008, the outstanding balance of product warranties was
$12.6 million and $12.6 million, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following at December 31:
(in thousands) 2009 2008

Accrued hedge liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 21,138 $ 58,602

Accrued royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........... 57,399 50,794
Accrued warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........... 12,586 12,616
Accrued other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,016 113,406
Total accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $203,139 $235,418

Research and Development Costs

2009 Annual Report

to Stockholders
Costs incurred in research and development activities are expensed as incurred. Research and development
costs incurred for collaborations which generate revenue where there are specific product deliverables, service
meeting defined performances or other design specifications, are recorded in cost of sales. During the years ended
December 31, 2009, 2008 and 2007 research and development were $337.1 million, $142.5 million and
$115.8 million.

Accounting for Share-Based Compensation

The Company accounts for share-based compensation under the guidance prescribed by ASC Topic 718,
Compensation—Stock Compensation. The Company uses the Black-Scholes option-pricing model (Black-Scholes
model) to estimate the fair value of share-based compensation cost at the grant date, which is recognized as expense
over the employee’s requisite service period for all share-based awards granted and adjusted by modification or
cancellation as necessary.

Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, using enacted
tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established,
when necessary, to reduce deferred tax assets to the amount expected to be realized.

71
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Computation of Earnings Per Share

Basic earnings per share was computed by dividing net income by the weighted average number of common
shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur from
the following items:
• Convertible subordinated notes where the effect of those securities is dilutive;
• Dilutive stock options;
• Unvested restricted stock; and
• Dilutive Employee Stock Purchase Plan (ESPP)
Computations for basic and diluted earnings per share for the years ending December 31, 2009, 2008 and 2007
are as follows:
Net Income Shares
(in thousands, except per share amounts) (Numerator) (Denominator) Amount

2009
Basic earnings per share:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $144,594 175,872 $0.82
Diluted earnings per share:
Dilutive stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,372
ESPP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 63
Unvested Restricted Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 400
2% Convertible Senior Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . 170 1,693
31⁄4% Convertible Subordinated Notes due 2025 . . . . . . . . . . . . . . . . — 15
Net income plus assumed conversions . . . . . . . . . . . . . . . . . . . . . $144,764 181,415 $0.80
Potentially dilutive securities not included above since they are
antidilutive:
Antidilutive stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,683
11⁄2% Convertible Senior Notes due 2024 . . . . . . . . . . . . . . . . . . . . . 8,821
2008
2009 Annual Report

Basic earnings per share:

to Stockholders

Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . $ 4,356

Net income from discontinued operations, net of tax . . . . . . . . . . . . 1,358
Total basic earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,714 99,229 $0.06
Diluted earnings per share:
Dilutive stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,248
ESPP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 28
Unvested Restricted Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 357
2% Convertible Senior Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . 97 1,746
11⁄2% Convertible Senior Notes due 2024 . . . . . . . . . . . . . . . . . . . . . 38 77
Net income from continuing operations plus assumed conversions . . 4,491
Net income from discontinued operations, net of tax . . . . . . . . . . . . 1,358
Total diluted earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,849 103,685 $0.05
Potentially dilutive securities not included above since they are
antidilutive:
Antidilutive stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,420
31⁄4% Convertible Subordinated Notes due 2025 . . . . . . . . . . . . . . . . 7,124

72
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Net Income Shares

(in thousands, except per share amounts) (Numerator) (Denominator) Amount

2007
Basic earnings per share:
Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . $106,238
Net income from discontinued operations, net of tax . . . . . . . . . . . . 12,911
Total basic earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $119,149 93,372 $1.27
Diluted earnings per share:
Dilutive stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 2,036
ESPP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 10
Unvested Restricted Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 432
2% Convertible Senior Notes due 2023 . . . . . . . . . . . . . . . . . . . . . . 109 1,222
11⁄2% Convertible Senior Notes due 2024 . . . . . . . . . . . . . . . . . . . . . 38 76
Net income from continuing operations plus assumed conversions . . 106,385
Net income from discontinued operations, net of tax . . . . . . . . . . . . 12,911
Total diluted earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $119,296 97,148 $1.23
Potentially dilutive securities not included above since they are
antidilutive:
Antidilutive stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,316
31⁄4% Convertible Subordinated Notes due 2025 . . . . . . . . . . . . . . . . 7,124

Accumulated Other Comprehensive Income

Accumulated other comprehensive income includes unrealized gains and losses that are excluded from the
Consolidated Statements of Operations and are reported as a separate component in stockholders’ equity. The
unrealized gains and losses include foreign currency translation adjustments, unrealized gains or losses from
hedging transactions, and pension liability adjustments, net of tax.
Accumulated other comprehensive income (loss), net of taxes, consists of the following at December 31,

2009 Annual Report

(in thousands) 2009 2008

to Stockholders
Foreign currency translation adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 86,701 $(30,978)
Unrealized gains on hedging transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,428) (11,434)
Pension liability adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (26,305) (56,395)
$ 51,968 $(98,807)

Reclassifications
The Company has reclassified the historically presented “sales and marketing” and “general and adminis-
trative” expense classifications on the Statement of Operations as one combined classification of “selling, general
and administrative” costs as this reflects the underlying nature of the incurred costs.
In connection with the acquisition of Applied Biosystems, Inc. (AB) and resulting reorganization, the
Company has determined it operates as one operating segment in accordance with ASC Topic 280, Segment
Reporting. The Company believes our chief operating decision maker (CODM) makes decisions based on the
Company as a whole. In addition, the divisions within the Company share similar customers and types of products
and services which derive revenues and have consistent product margins. Accordingly, the Company operates as
one reporting segment. The Company disclosed the revenues for each of its internal divisions to allow the reader of
the financial statements the ability to gain transparency into the operations of the Company in Item 7 “Manage-
ment’s Discussion and Analysis of Financial Condition and Results of Operations”. We have restated historical
divisional revenue information to conform to the current year presentation.

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Recent Accounting Pronouncements

Since December 15, 2009, ASC Topic 715, Compensation—Retirement Benefits, provides for additional
disclosure and documentation surrounding benefit plan assets and activities, including disclosures about investment
policies and strategies, categories of plan assets, fair value measurements of plan assets, and significant concen-
trations of risk. The guidance is effective for fiscal years ending after December 15, 2009, with earlier application
permitted. The Company adopted this guidance in the fiscal year ended December 31, 2009 without material impact
on the Company’s financial results.

In October 2009, FASB issued Accounting Standards Update (ASU) 2009-14, Revenue Arrangements
Containing Software Elements, updating ASC Topic 605, Revenue Recognition. This guidance amends ASU
2009-13 to exclude from its scope all tangible products containing both software and non-software components that
operate together to deliver the product’s essential functionality. This guidance is effective for revenue arrangements
entered into or materially modified in fiscal years beginning on or after June 15, 2010, early adoption is permitted.
The Company is currently evaluating the impact on reported operating results upon the adoption.

In October 2009, FASB issued ASU 2009-13, Multiple-Deliverable Revenue Arrangements a Consensus of the
FASB Emerging Issues Task Force, updating ASC Topic 605, Revenue Recognition. ASU 2009-13 requires multiple-
deliverable arrangements to be separated using a selling price hierarchy for determining the selling price of a
deliverable and significantly expands disclosure requirements of such arrangements. The selling price for each
deliverable will be based on vendor-specific objective evidence (VSOE) if available, third-party evidence if VSOE
is not available, or estimated selling price if VSOE and third-party evidence are not available. Arrangement
consideration will be allocated at the inception of the arrangement to all deliverables using the relative selling price
method. The relative selling price method allocates any discount in the arrangement proportionally to each
deliverable on the basis of each deliverable’s estimated selling price. This guidance is effective for revenue
arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption
is permitted. The Company is currently evaluating the impact on reported operating results upon the adoption.

In June 2009, FASB issued The FASB Accounting Standards CodificationTM and the Hierarchy of Generally
2009 Annual Report

Accepted Accounting Principles—a replacement of FASB Statement No. 162. The Codification became the source
to Stockholders

of authoritative United States generally accepted accounting principles (GAAP) recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission
(SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The
Codification superseded all then-existing non-SEC accounting and reporting standards and all other nongrand-
fathered, non-SEC accounting literature not included in the Codification became nonauthoritative. The Company
adopted this guidance and the Codification in the interim period beginning July 1, 2009 without material impact on
the Company’s financial results.

Since January 1, 2009, ASC Topic 470-20, Debt with Conversion and Other Options has required that cash
settled convertible debt to be separated into debt and equity components at issuance and a value to be assigned to
each, which impacted the accounting for the Company’s $1,150.0 million aggregate principal amount of
convertible notes that are currently outstanding. The value assigned to the debt component is the estimated fair
value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond
cash proceeds and this estimated fair value is recorded as a debt discount and amortized to interest expense over the
expected life of the bond, with the corresponding offset to additional paid in capital. Although this adoption has no
impact on the Company’s actual past or future cash flows, it requires the Company to record a significant amount of
non-cash interest expense as the debt discount is amortized. As a result, there was a material adverse impact on the
results of operations and earnings per share upon retrospective adoption in both the current year and prior year
results of operations. In addition, if our convertible debt is redeemed or converted prior to maturity, any
unamortized debt discount would result in a loss on extinguishment. Refer to Note 5, “Long-Term Debt”, for
additional discussion. The Company adopted this requirement in the period beginning January 1, 2009.

74
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Since January 1, 2009, ASC Topic 805, Business Combinations has changed the required measurement of
assets and liabilities in a business combination in favor of a fair value method consistent with the guidance provided
in ASC Topic 820, Fair Value Measurements and Disclosures (see below). Additionally, the Topic requires a change
in accounting for certain acquisition related expenses and business adjustments which no longer are considered part
of the purchase price. The Topic requires prospective application for all acquisitions beginning with the date of
adoption. Additionally, the Topic changes the accounting for acquisition costs, restructuring costs, in-process
research and development and the resolution of certain acquired tax items.

Since June 2008, ASC Topic 815, Derivatives and Hedging has ratified the determination of whether an
instrument or embedded feature is indexed to an entity’s own stock to address whether certain instruments must be
accounted for as derivatives under the Topic and provided specific guidance for an entity to consider if an embedded
features is indexed to the entity’s own stock. The Company currently has outstanding convertible debt with
embedded features which are considered indexed to the entity’s own stock and as a stand alone instrument would
have been included in stockholders’ equity, and therefore subject to a scope exception. The Company adopted this
guidance in the current year beginning January 1, 2009, without material impact to the financial statements as the
embedded features continue to be considered indexed to the Company’s own stock under the guidance.

Since January 1, 2008, ASC Topic 820, Fair Value Measurements and Disclosures has redefined fair value and
required the Company to establish a framework for measuring fair value and expand disclosures about fair value
measurements. The Company adopted this requirement for financial assets and liabilities measured at fair value on
a recurring basis in the year beginning January 1, 2008, and non-financial assets and liabilities measured at fair
value on a nonrecurring basis in the year beginning January 1, 2009 without material impacts.

2. BUSINESS COMBINATIONS

Acquisitions

Merger with Applied Biosystems, Inc.

2009 Annual Report

On November 21, 2008, the Company completed the merger with Applied Biosystems, Inc. (AB), formerly

to Stockholders
known as Applera Corporation, under which the Company acquired all outstanding shares of AB in a cash and stock
transaction. AB is a global leader in the development and marketing of instrument-based systems, consumables,
software, and services for academic research, the life science industry and commercial markets. AB commer-
cializes innovative technology solutions for DNA, RNA, protein and small molecule analysis. Customers across the
disciplines of academic and clinical research, pharmaceutical research and manufacturing, forensic DNA analysis,
and agricultural biotechnology use AB’s tools and services to accelerate scientific discovery, improve processes
related to drug discovery and development, detect potentially pathogenic microorganisms, and identify individuals
based on DNA sources. AB has a comprehensive service and field applications support team for a global installed
base of high-performance genetic and protein analysis solutions. The merger enables the two companies to broaden
their customer offering to include a full range of instruments, equipment, reagents, consumables and services.

At the effective time of the merger, each outstanding share of AB stock was converted into the right to receive
either a combination of cash and shares of Life Technologies common stock or all cash or all shares of Life
Technologies common stock, in each case subject to the election and allocation procedures provided in the
prospectus as selected by the shareholder. The consideration was based on the 20 day weighted average price of the
Company immediately preceding the merger date. Based on the weighted average closing price prior to the merger,
the ultimate consideration paid under Emerging Issues Task Force (EITF) abstract 99-12, Determination of the
Measurement Date for the Market Price of Acquirer Securities Issued in a Purchase Business Combination, $22.25
per share with $1,801.8 million paid in stock and $3,229.2 million paid in cash and $23.8 million related to the
exchange of AB stock options for Life Technologies stock options.

75
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Had the merger with AB been completed as of the beginning of 2008, the Company’s pro forma results for the
year ended December 31, 2008 would have been as follows:
(in thousands, except per share data) 2008

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,140,362
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 294,189
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 54,067
Earnings per share:
Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $ 0.31
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $ 0.30
Basic weighted average shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 173,670
Diluted weighted average shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 177,779
The primary adjustments relate to the purchase accounting impacts of the acquired intangible assets and
increased debt associated with the merger. The above pro forma information was determined based on historical
GAAP results adjusted for the purchase price allocation and estimated related changes in income associated with
the merger with AB. Excluded from the pro forma results are purchase accounting adjustments related to in-process
research and development, the fair market value adjustment of inventory and deferred revenue as these adjustments
do not reflect ongoing operations. Additionally, the Company excluded the impact of the expense associated with
the acceleration of equity vesting and discontinuation of hedging relationships associated with the Applied
Biosystems merger as these adjustments do not reflect ongoing operations as if the Companies merged on
January 1, 2008.
The Company finalized the allocation of the purchase price during the year ended December 31, 2009. The
components of the purchase price allocation for AB are as follows:
Purchase Consideration:
(in thousands)
Fair value of common stock issued to AB Shareholders . . . . . . . . . . . . . . . . . . . . . . . . $1,801,770
Fair value of Life Technologies options exchanged for AB options . . . . . . . . . . . . . . .. 23,773
Cash paid to AB shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,229,192
Transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 38,847
2009 Annual Report

Cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. (529,181)

to Stockholders

$4,564,401

Allocation of Purchase Price:

(in thousands)
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 893,430
Property, plant, and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............ 391,378
Acquired intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............ 2,167,400
In-process research and development . . . . . . . . . . . . . . . . . . . . . . . . . ............ 65,400
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............ 2,464,322
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ............ 408,159
Liabilities assumed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,825,688)
$ 4,564,401

76
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The acquired identified intangible assets with definite lives from the merger with AB are as follows:
Acquired Intangible Assets
(in thousands)
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,396,000
Purchased technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 342,700
Acquired tradenames . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 239,700
PCR royalty contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 189,000
$2,167,400

The weighted-average amortization periods for intangible assets with definite lives are: 12 years for customer
relationships, 7 years for product technology, 9 years for tradenames and 5 years for acquired PCR Royalty
contracts. The acquired purchase technology relates to Applied Biosystems Molecular Cell Biology business which
includes the SOLiD high throughput instruments and consumables, genomic assays technology for both research
and applied markets, functional analysis and the Proteomics and Small Molecule business which includes Mass
Spectrometry. The acquired tradenames primarily relate to the acquired Applied Biosystems and Ambion
tradenames. The Company amortizes these intangibles based on the straight line method of amortization, which
approximates the timing of expected cash flows of the acquired intangibles.

The Company allocated $65.4 million of the purchase price of AB to purchased in-process research and
development. This amount estimates the fair value of various acquired in-process projects that have not yet reached
technological feasibility and do not have future alternative use as of the date of the merger. The in-process research
and development is primarily related to the ongoing research projects which seek to enhance the Company’s current
technology platform. The Company included this allocated value into expense as a separate line item on the
financial statements as of the date of the merger.

The purchase price exceeded the value of acquired tangible and identifiable intangible assets, and therefore the
Company has allocated $2,464.3 million to goodwill. Of this allocation of purchase price to goodwill, none is
expected to be deductible for tax purposes. Included in the goodwill amount is $1,016.8 million related to deferred

2009 Annual Report

tax liabilities recorded as a result of the inability to deduct intangible amortization expense associated with the
merger. The Company’s cost basis in the intangible assets is zero requiring an adjustment to the deferred tax

to Stockholders
liability to properly capture the Company’s ongoing tax rate. The remainder of the goodwill balance is related to
estimated synergies in the purchase price and non-capitalizable intangible assets (i.e. employee workforce)
acquired in association with the acquisition. The Company anticipates cost savings and revenue synergies as
the result of the combination of the two businesses. The cost savings are expected to be driven by operating
efficiencies and elimination of redundant positions as well as the elimination of duplicate facilities. Revenue
synergies are expected to be driven by increased market presence and leveraging of the combination of the
combination of reagent and instrument sales platforms.

As part of the merger with AB, the Company acquired a joint venture, Applied Biosystems/MDS Analytical
Technologies Instruments, of which the Company is a 50% owner. The Company accounts for its investment in the
joint venture totaling $337.4 million using the equity method, consistent with the guidance in ASC Topic 323,
Investments—Equity Method and Joint Ventures, the Company believes the equity method is appropriate as the
Company is unable to unilaterally influence the operating or financial decisions of the investee, shares in the risks
and rewards of all related business activities and the joint venture is a stand alone legal entity. The Company
accounts for the results of the joint venture in the Consolidated Statements of Operations in the “other income/
(expense)” line. The Company accounts for non-operating and stand alone assets and liabilities, which include
goodwill and intangibles associated with the acquisition of the joint venture in the “long term investment” line in
the Consolidated Balance Sheet. Due to the nature of the joint venture, with sales, distribution and service
commingled with the Company’s operations, operating assets and liabilities specifically related to the joint venture
are commingled or inseparable. As a result, for operating assets and liabilities the Company presents these assets in

77
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

the functional operating asset and liability classifications which are reflective of the nature of the underlying asset
or liability and does not present these assets or liabilities in the “long term investment” account.
The Company has undertaken restructuring activities in connection with the AB merger. These activities,
which have been accounted for in accordance with Emerging Issues Task Force (EITF) Issue No. 95-3, Recognition
of Liabilities in Connection with a Purchase Business Combination, primarily include one-time termination costs,
specifically severance costs related to elimination of duplicative positions and change in control agreements to
mostly sales, finance, IT, research and development, and customer services employees of AB. The restructuring
plan also includes charges associated with closures of certain AB leased facilities and one-time relocation costs for
AB employees, whose employment positions have been moved to another location. The Company added
approximately $98.2 million to the purchase price of AB, which consists of $90.3 million for one-time termination
costs, $0.7 million for one-time relocation costs and $7.2 million for site closure costs. In accordance with EITF
Issue No. 95-3, the Company finalized its restructuring plan within one year from the date of the AB merger. Any
future additional costs will be recorded in business consolidation costs in the Consolidated Statements of
Operations and any excess reserves will be reversed with a corresponding decrease in goodwill.
The following table summarizes the restructuring activity in connection with the AB merger for the year ended
December 31, 2009, as well as the remaining restructuring accrual in the Consolidated Balance Sheet at
December 31, 2009:
One-Time One-Time One-Time
Termination Site Closure Relocation
(in thousands) (unaudited) Costs Costs Costs Total

Restructuring accrual at December 31, 2008 . . . . $ 65,502 $ — $ 379 $ 65,881

Additional costs recorded to goodwill . . . . . . . . . 21,372 7,151 733 29,256
Amounts paid . . . . . . . . . . . . . . . . . . . . . . . . . . (76,693) (2,361) (636) (79,690)
Foreign currency translation . . . . . . . . . . . . . . . . 40 (38) 1 3
Restructuring accrual at December 31, 2009 . . . . $ 10,221 $ 4,752 $ 477 $ 15,450

Immaterial Acquisitions
2009 Annual Report

During 2009, 2008 and 2007, the Company completed several additional stock acquisitions that were not
to Stockholders

material individually or collectively to the overall consolidated financial statements and the results of operations.
These acquisitions have been included in the consolidated financial statements from the respective dates of the
acquisitions. During 2009, the Company completed several immaterial acquisitions for the aggregate purchase
price of $81.6 million, of which $35.9 million was paid in cash and the remainder was paid in Life Technologies
common stock. During 2008 and 2007, the Company completed several immaterial acquisitions for the aggregate
purchase price of $88.5 million and $23.1 million, respectively, in cash. For acquisitions consummated after
January 1, 2009, the company accounted for these acquisitions in accordance with ASC Topic 805, Business
Combinations when such stock acquisitions met the qualification and definition of a business under the guidance,
otherwise the Company accounted for the acquisitions as asset purchases. For acquisitions consummated prior to
January 1, 2009, the Company accounted for such stock acquisitions in accordance with SFAS 141, Business
Combinations when such stock acquisitions met the qualification and definition of a business under the guidance,
otherwise the Company accounted for the acquisitions as asset purchases.

Business Consolidation Costs

The Company continues to integrate recent acquisitions and divestitures into its operations and recorded
$112.9 million, $38.6 million and $5.6 million in 2009, 2008 and 2007, respectively, related to these efforts. The
expenses incurred during the years ended December 31, 2009 and 2008 primarily relate to integration and
restructuring efforts currently underway related to the AB merger, as well as severance and other costs associated
with previous acquisitions and consolidations. Costs associated with 2007 relate primarily to the severance and
other costs associated with consolidation of acquired entities.

78
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Divestiture of Equity Investment

In September 2009, the Company announced a signed definitive agreement to sell its 50% ownership stake in
the Applied Biosystems/MDS Analytical Technologies Instruments joint venture and all assets related to the
Company’s mass spectrometry business to Danaher Corporation for $450.0 million in cash, subject to a conven-
tional working capital adjustment. The transaction closed on January 29, 2010. Included in the sale of the mass
spectrometry business is the ownership stake in the joint venture as well as selected assets and liabilities directly
attributable to the mass spectrometry business. The disposition of the joint venture generated approximately
$280.0 million of net cash proceeds after taxes upon completion of the transaction. The transaction allows Life
Technologies to focus on its core competencies for biological solutions in life science research, genomic medicine,
molecular diagnostics and applied markets. The joint venture generated pre tax net income of $20.3 million and
$1.6 million for 2009 and 2008, respectively. The results of operations for the joint venture are presented as a single
amount in the “other income/(expense)” line in the Consolidated Statements of Operations.

3. GEOGRAPHIC INFORMATION

Information by geographic area for the years ended December 31, is as follows:

(in thousands) 2009 2008 2007

Product and service sales to unrelated customers located

in(1):
Americas:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,236,637 $ 688,304 $ 580,956
Other Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 157,891 72,226 56,981
Total Americas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,394,528 760,530 637,937
Europe . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,083,487 540,057 417,723
Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622,897 261,119 179,617

2009 Annual Report

Other Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,018 7,580 6,519

to Stockholders
Total product and service revenue . . . . . . . . . . . . . . . 3,157,930 1,569,286 1,241,796
Total other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . 122,414 51,037 39,951
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,280,344 $1,620,323 $1,281,747
Net long-lived assets located in(2):
Americas:
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 707,994 $ 634,676
Other Americas . . . . . . . . . . . . . . . . . . . . . ........... 3,493 3,860
Total Americas . . . . . . . . . . . . . . . . . . ........... 711,487 638,536
Europe:
United Kingdom . . . . . . . . . . . . . . . . . . . . ........... 50,631 42,163
Other Europe . . . . . . . . . . . . . . . . . . . . . . . ........... 26,870 22,905
Total Europe . . . . . . . . . . . . . . . . . . . ........... 77,501 65,068
Asia Pacific . . . . . . . . . . . . . . . . . . . . . . . . ........... 38,489 43,273
Other Foreign . . . . . . . . . . . . . . . . . . . . . . ........... 1,555 1,179
Total net long-lived assets . . . . . . . . . . . . . . . . . . . $ 829,032 $ 748,056

(1) Product and service revenue excludes royalty since they are not allocated on a geographic basis.
(2) Net long-lived assets relate to the Company’s property, plant and equipment. The Company does not allocate
other long term assets by location.

79
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

4. LINES OF CREDIT
In November 2008, the Company entered into a revolving credit facility of $250.0 million, part of ites
$2,650.0 million Credit Agreement with a syndicate of banks led by Bank of America, N.A. Interest rates on
outstanding borrowings are determined by reference to LIBOR or to an alternate base rate, with margins determined
based on changes in the Company’s leverage ratio. Under the Credit Agreement governing the Company’s new
credit facilities, the Company has the right to make up to three requests to increase the aggregate commitments
under the revolving credit facility and/or term loan facilities in an aggregate principal amount for all such requests
of up to $500.0 million, provided certain conditions are met. The Credit Agreement requires the Company to meet
certain financial covenants, including a maximum consolidated leverage ratio and minimum fixed charge ratio, and
includes certain other restrictions, including restrictions limiting acquisitions, indebtedness, stock repurchases,
capital expenditures and asset sales. The Company currently anticipates using the proceeds of the revolving credit
facility only as necessary for general working capital needs, capital expenditures and/or other capital needs as they
may arise. As of December 31, 2009, the Company has issued $14.3 million in letters of credit under the revolving
credit facility, and accordingly, the remaining available credit is $235.7 million.
As of December 31, 2009 and 2008, foreign subsidiaries in China, India, and Japan had available bank lines of
credit denominated in local currency to meet short-term working capital requirements. The credit facilities bear
interest at fixed rates, the respective bank’s prime rate, or Japan TIBOR rate. Under these lines of credit, the United
States dollar equivalent of these facilities totaled $13.4 million at December 31 2009 and 2008, of which zero and
$0.3 million was outstanding at December 31, 2009 and 2008, respectively. Additionally, the Company’s Japan
subsidiary has an outstanding letter of credit which had a United States dollar equivalent of $1.1 million at
December 31, 2009 and 2008, to support its import duty.
The weighted average interest rate of the Company’s total lines of credit was 2.78% and 3.98% at Decem-
ber 31, 2009 and 2008, respectively.

5. LONG-TERM DEBT
Long-term debt consists of the following at December 31:
2009 2008
2009 Annual Report

(in thousands)
to Stockholders

1
3 ⁄4% Convertible Senior Notes (principal due 2025) . . . . . . . . . . . . . . . . $ 336,481 $ 328,114
11⁄2% Convertible Senior Notes (principal due 2024) . . . . . . . . . . . . . . . . 409,858 391,924
2% Convertible Senior Notes (principal due 2023) . . . . . . . . . . . . . . . . . 339,595 322,774
Term Loan A(principal due 2013) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,330,000 1,400,000
Term Loan B (principal due 2015) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 642,500 997,500
Secured Loan (principal due 2010). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,800 35,600
Capital Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,556 508
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,101,790 3,476,420
Less current portion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (481,701) (80,000)
Total Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,620,089 $3,396,420

80
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Maturities of the long-term debt listed above at December 31, 2009, are as follows:

Imputed
Interest On
Minimum
Lease Payments Net
Gross Under Capital Long-Term
(in thousands) Maturities Leases Debt

Years Ending December 31,

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 481,912 $(211) $ 481,701
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 513,810 (230) 513,580
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 622,414 (232) 622,182
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 841,785 (162) 841,623
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94 (9) 85
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 642,631 (12) 642,619
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,102,646 $(856) $3,101,790

The Credit Agreement

In November 2008, the Company entered into a $2,650.0 million Credit Agreement consisting of a revolving
credit facility of $250.0 million, a term loan A facility of $1,400.0 million, and a term loan B facility of
$1,000.0 million. The Credit Agreement contains financial maintenance covenants, including a maximum leverage
ratio and minimum fixed charge coverage ratio. The proceeds of the term loan facilities, together with other
sources, were used to finance the cash portion of the merger consideration paid to stockholders of Applied
Biosystems, costs and expenses related to the merger transactions, the repayment of, and termination of all
commitments to make extensions of credit under certain of the Company’s and Applied Biosystems’ existing
indebtedness, which did not include the Company’s existing convertible notes and certain other indebtedness, and
the Company’s ongoing working capital and general corporate purposes after the merger. At the effective time of
the merger, the Company borrowed the entire amount available under the term loan facilities.

2009 Annual Report

to Stockholders
The maximum leverage ratio reduces on a quarterly schedule to 3.00x by December 31, 2010. After
December 31, 2010, the Company’s leverage ratio cannot exceed 3.00x. The Company will be also be required
to maintain a fixed charge coverage ratio of at least 1.75x. The credit agreement also contains affirmative and
negative covenants applicable to the Company and its subsidiaries, subject to materiality and other qualifications
and exceptions.

The Credit Agreement allows the Company to make certain investments and share repurchases, subject to
restrictions based on leverage. If the Company’s leverage ratio is greater than or equal to 3.00x, the Company may
spend up to $500.0 million annually on acquisitions and share repurchases in any fiscal year. If the Company’s
leverage ratio is less than 3.00x, there is no limit to investments in acquisitions. However, the Company’s maximum
share repurchases will be $500.0 million in any fiscal year.

Obligations under the Credit Agreement may be declared immediately due and payable upon the occurrence of
certain events of default as defined in the Credit Agreement, including failure to pay any principal when due and
payable, failure to pay interest within three business days after due, failure to comply with any covenant,
representation or condition of any loan document or swap contract, any change of control, cross-defaults, and
certain other events as set forth in the Credit Agreement, with grace periods in some cases.

The Company’s obligations under the Credit Agreement are guaranteed by each of the Company’s domestic
subsidiaries and are collateralized by substantially all of the Company’s and its guarantor subsidiaries’ assets.

81
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Credit Agreement provides that loans bear interest based on the LIBOR or, if the Company so elects, on
Bank of America’s Base Rate. For the revolving credit facility and the term loan A, interest is computed based on
the Company’s leverage ratio as shown below:
Pricing Total Leverage Revolving Credit
Level Ratio LIBOR Rate Base Rate Commitment Fee

1 ⱖ 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%

For the period ended December 31, 2009, the interest on the revolving credit facility and the term loan Awas at
Pricing Level 1, which was LIBOR plus 2.50%, and the term loan B was at the Base Rate plus 2.00%. As a result,
the Company recognized interest expense, net of hedging transactions, of $55.7 million and $58.1 million based on
the weighted average interest rates of 3.17% and 5.25% for term loan A and term loan B, respectively, for the year
ended December 31, 2009. The Company recognized interest expense of $6.4 million and $6.4 million based on the
weighted average interest rates of 4.04% and 5.71% for term loan A and term loan B, respectively, for the year
ended December 31, 2008. In association with the term loan agreement, the Company entered into swap agreements
for the notional amount of $1,000.0 million that convert variable rate interest payments to fixed rate interest
payments. For further discussion on the Company’s interest rate swap, refer to Note 1 of the Notes to Consolidated
Financial Statements.

The Company must repay 2.5% in each quarter of 2010 and 2011, 3.75% in each quarter of 2012 and 15% in
each quarter of 2012 with the final payment of all amounts outstanding under the term loan A facility, plus accrued
interest, due on November 21, 2012. The Company must repay the remaining principal amount of the term loan B
due on November 21, 2015. The revolving credit facility will terminate and all amounts outstanding thereunder,
plus accrued interest, will be due on November 21, 2013. The Company can prepay the term loans without penalty.
The Company repaid principal of $70.0 million and $355.0 million for term loan A and term loan B, respectively,
for the year ended December 31, 2009, of which $350.0 million for term loan B was for the early extinguishment of
debt, which resulted in a write-off of $12.5 million of unamortized deferred financing costs. During the year ended
2009 Annual Report

2008, the Company repaid principal of zero and $2.5 million for term loan A and term loan B, respectively.
to Stockholders

Costs incurred to issue the debt under the credit facility totaled $43.8 million for term loan A, $41.3 million for
term loan B, and $7.8 million for the revolving credit facility. During the year ended December 31, 2009, the
Company amortized debt issuance costs of $10.5 million, $4.0 million, and $1.6 million for term loan A, term loan
B, and the revolving credit facility, respectively. The unamortized balances of the issuance costs were $32.4 million,
$24.0 million, and $6.0 million for term loan A, term loan B, and the revolving credit facility, respectively, at
December 31, 2009 which is expected to be recognized over the terms of the respective debt using the effective
interest method. During the year ended December 31, 2008, the Company amortized debt issuance costs of
$0.8 million, $0.8 million, and $0.2 million for term loan A, term loan B, and the revolving credit facility,
respectively. The unamortized balances of the issuance costs were $42.6 million, $40.3 million, and $7.6 million for
term loan A, term loan B, and the revolving credit facility, respectively, at December 31, 2008.

The Company’s credit agreement requires the loans to be prepaid with a portion of the net cash proceeds of
non-ordinary course sales or other dispositions of property and assets and casualty proceeds, condemnation awards
and certain other extraordinary receipts, subject to exceptions. The portion of such net cash proceeds to be applied
to prepayments of loans will be determined based on our leverage ratio, with 100% to be applied if the leverage ratio
is greater than or equal to 3.00x; 50% if the leverage ratio is less than 3.00x and greater than or equal to 2.50x; and
0% if the leverage ratio is less than 2.50x. Loans under the Company’s credit facilities will also be required to be
prepaid with 100% of the net cash proceeds from the issuance or incurrence of new debt (other than certain debt
permitted by the credit agreement). These mandatory prepayments will be applied to the repayment of the term
facilities as the Company directs.

82
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Secured Loan

At December 31, 2009, the Company holds $34.8 million in auction rate securities with UBS Investment Bank
(UBS). Beginning in February 2008, auctions failed for the Company’s holdings because sell orders exceeded buy
orders. As a result of the failed auctions, the Company is holding illiquid securities because the funds associated
with these failed auctions will not be accessible until the issuer calls the security, a successful auction occurs, a
buyer is found outside of the auction process, or the security matures. In August, 2008, UBS announced that it has
agreed to a settlement in principle with the Securities and Exchange Commission (SEC) and other state regulatory
agencies represented by North American Securities Administrators Association to restore liquidity to all remaining
clients who hold auction rate securities. UBS committed to repurchase auction rate securities from their private
clients at par beginning January 1, 2009. The Company intends to have this settlement between June 30, 2010 and
July 2, 2012. Until UBS fully redeems the Company’s auction rate securities, UBS has loaned to the Company at par
without recourse with accrued interest charged at the same rate as the yields earned on the underlying securities that
serve as collateral for the loan. For information on auction rate securities, see Note 1 of the Notes to Consolidated
Financial Statements.

Convertible Debt

Effective January 1, 2009, the Company adopted a bifurcation requirement prescribed by ASC Topic 470-20,
Debt with Conversion and Other Options with the retrospective application for our outstanding $1,150 million of
Convertible Senior Notes, consisting of $350.0 million related to the 2% Convertible Senior Note (2023 Note),
$450.0 million related to the 11⁄2% Convertible Senior Note (2024 Note) and $350.0 million related to the
31⁄4% Convertible Senior Note (2025 Note). Upon adoption of the provision, the Company retroactively recognized
the carrying amount of $100.0 million, $129.8 million, and $47.6 million for the equity components of the 2023,
2024 and 2025 Notes, respectively, with deferred tax impacts of $39.1 million, $50.7 million and $18.6 million for
the 2023, 2024 and 2025 Notes, respectively, and a liability component classified in long term debt of $250.0 mil-
lion, $320.2 million and $302.4 million for the 2023, 2024 and 2025 Notes, respectively.

2009 Annual Report

At December 31, 2009, the Company carried unamortized debt discounts of $10.4 million, $40.4 million and
$13.5 million for the 2023, 2024 and 2025 Notes, respectively, which is expected to be recognized over a weighted

to Stockholders
average period of 1.7 years. At December 31, 2008 the Company carried unamortized debt discounts of
$27.2 million, $58.1 million and $21.9 million for the 2023, 2024 and 2025 Notes, respectively. The Company
recognized total interest cost of $67.9 million, $65.3 million, and $62.7 million for the year ended December 31,
2009, 2008, and 2007, respectively, based on the effective interest rates of 7.21%, 6.10% and 5.95% for the 2023,
2024 and 2025 Notes, respectively. The interest expense consisted of $25.1 million, $25.1 million, and $25.1 million
of contractual interest based on the stated coupon rate and $42.8 million and $40.2 million and $37.6 million of
amortization of the discount on the liability component for the years ended December 31, 2009, 2008, and 2007,
respectively.

Costs incurred to issue the convertible notes totaled $7.6 million for the 31⁄4% Notes, $9.3 million for the Old
1
1 ⁄2% Notes, and $9.3 million for the Old 2% Notes. Finance costs (excluding legal and accounting fees) incurred to
conduct the exchange of the Old Notes totaled $1.8 million ($0.8 million related to the Old 2% Notes and
$1.0 million related to the Old 11⁄2% Notes). These costs have been deferred and included in other assets in the
Consolidated Balance Sheets and amortized over the terms of the respective debt using the effective interest
method. In conjunction with the adoption of the provision, the Company applied the guidance to the Company’s
debt issuance costs. As a result, the Company allocated the underlying issuance costs associated with the
Convertible Senior Notes to equity in the same ratio as when determining the appropriate debt discount. The
Company allocated $6.9 million to equity with a deferred tax impact of $2.7 million, and reduced the amount of the
debt issuance costs by $6.9 million. Accordingly, at December 31, 2009 and 2008, the unamortized balances of the
issuance costs were $4.6 million and $7.8 million, respectively.

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

At December 31, 2009, the Company has classified the carrying value of $339.6 million on the 2% Convertible
Senior Note (2023 Note) in current liabilities according to the respective indenture, which allows our Note holders
to require the Company to purchase all or a portion of the Notes at par plus any accrued and unpaid interest at the
earliest on August 1, 2010. In the event that the holders do not exercise such rights, the remaining balance of the
Note will be reclassified back to long-term debt.
On June 20, 2005, the Company sold 31⁄4% Convertible Senior Notes due 2025 (the 31⁄4% Notes) to certain
qualified institutional investors at par value. Including the exercise of the over-allotment option, the total size of the
offering was $350.0 million. After expenses, net proceeds to the Company were $343.0 million.
Interest is payable on the 31⁄4% Notes semi-annually in arrears beginning December 15, 2005. In addition to the
coupon interest of 3.25%, additional interest of 0.225% of the market value of the 31⁄4% Notes may be required to be
paid per six-month period beginning June 15, 2011, if the market value of the 31⁄4% Notes during a specified period
is 120% or more of the 31⁄4% Notes’ principal value. The 31⁄4% Notes may be redeemed, in whole or in part, at the
Company’s option on or after June 15, 2011, at 100% of the principal amount plus any accrued and unpaid interest.
In addition, the holders of the 31⁄4% Notes may require the Company to repurchase all or a portion of the 31⁄4% Notes
for 100% of the principal amount, plus any accrued and unpaid interest, on June 15, 2011, 2015 and 2020 or upon
the occurrence of certain fundamental changes. Prepayment of amounts due under the 31⁄4% Notes will be
accelerated in the event of bankruptcy or insolvency and may be accelerated by the trustee or holders of 25% of the
31⁄4% Notes’ principal value upon default of payment of principal or interest when due for over thirty days, the
Company’s default on its conversion or repurchase obligations, failure of the Company to comply with any of its
other agreements in the 31⁄4% Notes or indenture, or upon cross-default by the Company or a significant subsidiary
for failure to make a payment at maturity or the acceleration of other debt of the Company or a significant
subsidiary, in either case exceeding $50.0 million.
The terms of the 31⁄4% Notes require the Company to settle the par value of the 31⁄4% Notes in cash and deliver
shares only for the excess, if any, of the conversion value (based on a conversion price of $49.13) over the par value.
In February 2004 and August 2003, the Company issued $450.0 million principal amount of 11⁄2% Convertible
Senior Notes (the Old 11⁄2% Notes) due February 15, 2024 and $350.0 million principal amount of 2% Convertible
Senior Notes (the Old 2% Notes) due August 1, 2023 to certain qualified institutional buyers, respectively. After
2009 Annual Report

expenses, the Company received net proceeds of $440.1 million and $340.7 million for the Old 11⁄2% Notes and Old
to Stockholders

2% Notes, respectively. Interest on the Old Notes was payable semi-annually on February 15th and 1st and
August 15th and 1st, for the Old 11⁄2% Notes and the Old 2% Notes, respectively. In addition to the coupon interest
of 11⁄2% and 2%, additional interest of 0.35% of the market value of the Old Notes may have been required to be paid
beginning February 15, 2012 and August 1, 2010, if the market value of the Old Notes during specified testing
periods was 120% or more of the principle value, for the Old 11⁄2% Notes and the Old 2% Notes. This contingent
interest feature was an embedded derivative with a de minimis value, to which no value had been assigned at
issuance of either of the Old Notes or as of December 31, 2006 and 2005. The Old Notes were issued at 100% of
principal value, and were convertible into shares of common stock at the option of the holder, subject to certain
conditions described below, at a price of $51.02 and $34.12 per share for the Old 11⁄2% Notes and Old 2% Notes,
respectively. The Old Notes were to be redeemed, in whole or in part, at the Company’s option on or after
February 15, 2012 (for the Old 11⁄2% Notes) and August 1, 2010 (for the Old 2% Notes) at 100% of the principal
amount. In addition, the holders of the Old Notes may require the Company to repurchase all or a portion of the Old
Notes for 100% of the principal amount, plus accrued interest, on three separate dates per their issuance agreement.
The Old Notes also contained restricted convertibility features that did not affect the conversion price of the
notes but, instead, placed restrictions on the holder’s ability to convert their notes into shares of the Company’s
common stock (conversion shares). Holders were able to convert their Old Notes into shares of the Company’s
common stock prior to stated maturity.
During December 2004, the Company offered up to $350.0 million aggregate principal amount of 2% Con-
vertible Senior Notes due 2023 (the New 2% Notes) in a non-cash exchange for any and all outstanding Old

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2% Notes, that were validly tendered on that date. Approximately 99% or $347.9 million of the Old 2% Notes have
been exchanged by their holders for New 2% Notes as of December 31, 2009.

During December 2004, the Company offered up to $450.0 million aggregate principal amount of 11⁄2%
Convertible Senior Notes due 2024 (the New 11⁄2% Notes) in a non-cash exchange for any and all outstanding Old
11⁄2% Notes, that were validly tendered on that date. Approximately 99% or $446.5 million of the Old 11⁄2% Notes
have been exchanged by their holders for New 11⁄2% Notes as of December 31, 2009.

The New 2% Notes and New 11⁄2% Notes (collectively the New Notes) carry the same rights and attributes as
the Old 2% Notes and Old 11⁄2% Notes (collectively the Old Notes) except for the following: the terms of the New
Notes require the Company to settle the par value of such notes in cash and deliver shares only for the excess, if any,
of the notes’ conversion value (based on conversion prices of $34.12 and $51.02 for the New 2% Notes and New
11⁄2% Notes, respectively) over their par values. As such, ASC Topic 470-20, Debt with Conversion and Other
Options and ASC Topic 200, Earning Per Share required the Company to use the treasury stock equivalent method
to calculate diluted earnings per share, as if the New Notes were outstanding since date of issuance, the date the Old
Notes were issued.

In the event of a change of control of the Company, the holders of the 31⁄4% Notes, Old Notes and New Notes
each have the right to require the Company to repurchase all or a portion of their notes at a purchase price equal to
100% of the principal amount of the notes plus all accrued and unpaid interest.

6. COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases certain equipment and office and manufacturing facilities under operating leases, which
expire through December 2048. Certain rental commitments provide for escalating rental payments and certain
commitments have renewal options extending through various years. Rent expense under operating leases was
$56.4 million, $24.4 million and $22.1 million for the years ended December 31, 2009, 2008 and 2007, respectively.

2009 Annual Report

Sublease income totaled $2.9 million, $1.3 million and $2.2 million for the years ending December 31, 2009, 2008

to Stockholders
and 2007 respectively.

Future minimum lease commitments and sublease rentals for operating leases at December 31, 2009 are as
follows:
Lease Sublease
(in thousands) Commitments Rentals Net

Years Ending December 31,

2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. $ 48,504 $2,559 $ 45,945
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. 36,369 1,926 34,443
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. 31,402 1,669 29,733
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. 25,811 886 24,925
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .............. 22,929 913 22,016
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . .............. 106,309 703 105,606
$271,324 $8,656 $262,668

Guarantees

There are two types of guarantees, pension benefits for a divested business and product warranties, related to
our business activities that are included in the scope of ASC Topic 460, Guarantees.

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Pension Benefits
As part of the Applied Biosystems’ divestiture of the Analytical Instruments business in fiscal 1999, the
purchaser of the Analytical Instruments business is paying for the pension benefits for employees of a former
German subsidiary. However, we guaranteed payment of these pension benefits should the purchaser fail to do so,
as these payment obligations were not transferable to the buyer under German law. The guaranteed payment
obligation, which approximated $59.1 million at December 31, 2009, is not expected to have a material adverse
effect on the Consolidated Financial Statements.

Product Warranties
We accrue warranty costs for product sales at the time of shipment based on historical experience as well as
anticipated product performance. Our product warranties extend over a specified period of time ranging up to two
years from the date of sale depending on the product subject to warranty. The product warranty accrual covers parts
and labor for repairs and replacements covered by our product warranties. We periodically review the adequacy of
our warranty reserve, and adjust, if necessary, the warranty percentage and accrual based on actual experience and
estimated costs to be incurred
The following table provides the analysis of the warranty reserve for the periods ended December 31:
(in thousands) 2009 2008

Beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,616 $ 213

Acquired from business combination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136 11,047
Accruals for warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,050 3,124
Settlements made during the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,510) (2,026)
Currency translation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294 258
End of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,586 $12,616

Indemnifications
2009 Annual Report

In the normal course of business, we enter into some agreements under which we indemnify third-parties for
to Stockholders

intellectual property infringement claims or claims arising from breaches of representations or warranties. In
addition, from time to time, we provide indemnity protection to third-parties for claims relating to past performance
arising from undisclosed liabilities, product liabilities, environmental obligations, representations and warranties,
and other claims. In these agreements, the scope and amount of remedy, or the period in which claims can be made,
may be limited. It is not possible to determine the maximum potential amount of future payments, if any, due under
these indemnities due to the conditional nature of the obligations and the unique facts and circumstances involved in
each agreement. Historically, payments made related to these indemnifications have not been material to our
consolidated financial position.

Licensing and Purchasing Agreements

The Company develops, manufactures and sells certain products under several licensing and purchasing
agreements. The licensing agreements require royalty payments based upon various percentages of sales or profits
from the products. Terms of the licensing agreements generally range from the remaining life of the patent up to
twenty years and initial costs are amortized over periods from seven to ten years, not to exceed their terms, using
various methods, including the straight-line method. To maintain exclusivity, certain of the licensing agreements
require guaranteed minimum annual royalty payments. Total royalty expense under these agreements was
$85.2 million, $38.6 million and $32.5 million for the years ended December 31, 2009, 2008 and 2007, respectively.
The Company also has purchase agreements, which expire on various dates through 2013, under which it is
obligated to purchase a minimum amount of raw materials and finished goods each year through the expiration of
the contracts and certain capital expenditure commitments.

86
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Future minimum guaranteed royalties and unconditional purchase obligations at December 31, 2009 are as
follows:
(in thousands)
Years Ending December 31,
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........................... $78,609
2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........................... 2,686
2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........................... 2,481
2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........................... 2,370
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........................... 1,008
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........................... 1,859
$89,013

Letters of Credit

The Company had outstanding letters of credit totaling $44.0 million at December 31, 2009, of which
$11.7 million was to support liabilities associated with the Company’s self-insured worker’s compensation
programs, $4.5 million was to support its building lease requirements, $26.7 million was to support performance
bond agreements, and $1.1 million was to support duty on imported products.

Executive Employment Agreements

The Company has employment contracts with key executives that provide for the continuation of salary if
terminated for reasons other than cause, as defined in those agreements. At December 31, 2009, future employment
contract commitments for such key executives were approximately $28.4 million. In certain circumstances, the
employment agreements call for the acceleration of equity vesting. Those figures are not reflected in the above
information.

2009 Annual Report

Contingent Acquisition Obligations

to Stockholders
As a result of current and prior year acquisitions, the Company may have payment obligations based on certain
technological milestones, patent milestones and the achievement of future gross sales of the acquired companies.
Some of the purchase agreements the Company has entered into do not limit the payments to a maximum amount,
or restrict the payments deadline. For acquisitions accounted for under SFAS 141, Business Combinations, the
Company will account for any such contingent payments as an addition to the purchase price of the acquired
company accordingly. For acquisitions accounted for under ASC Topic 805, Business Combinations, these
obligations will be accounted for at fair value at the time of acquisition with subsequent revisions reflected in
the Statement of Operations. For the year ended December 31, 2009, $1.7 million of the contingent payments have
been earned therefore the purchase price was adjusted accordingly.

Environmental Liabilities

As a result of the merger with AB, the Company assumed certain environmental exposures. At December 31,
2009, the environmental reserves, which are not discounted, were approximately $1.8 million, including current
reserves of $1.6 million. In addition, some of the assumed environmental reserves are covered under insurance
policies. At December 31, 2009, the Company also has receivables of approximately $1.6 million, including
$1.4 million in short-term, for expected reimbursements under the insurance policies.
The Company assumed certain environmental exposures as a result of the merger with Dexter Corporation in
2000 and recorded reserves to cover estimated environmental clean-up costs. The environmental reserves, which

87
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

are not discounted, were $6.6 million at December 31, 2009 and include current reserves of $2.8 million and long-
term reserves of $3.8 million. In addition, the Company has an insurance policy to cover certain assumed
environmental exposures.
Based upon currently available information, the Company believes that it has adequately provided for these
environmental exposures and that the outcome of these matters will not have a material adverse effect on its
consolidated results of operations.

Intellectual Properties
The Company is involved in various claims and legal proceedings of a nature considered normal to its
business, including protection of its owned and licensed intellectual property. The Company accrues for such
contingencies when it is probable that a liability is incurred and the amount can be reasonably estimated. These
accruals are adjusted periodically as assessments change or additional information becomes available. Specific
contingent liabilities for royalty obligations related to acquired businesses have been recorded on the Company’s
consolidated financial statements at December 31, 2009.

Litigation
The Company is subject to other potential liabilities under government regulations and various claims and legal
actions that are pending or may be asserted. These matters have arisen in the ordinary course and conduct of the
Company’s business, as well as through acquisitions and some are expected to be covered, at least partly, by insurance.
Claim estimates that are probable and can be reasonably estimated are reflected as liabilities of the Company. The
ultimate resolution of these matters is subject to many uncertainties. It is reasonably possible that some of the matters,
which are pending or may be asserted, could be decided unfavorably to the Company. Although the amount of liability at
December 31, 2009, with respect to these matters cannot be ascertained, the Company believes that any resulting liability
would not materially affect the Company’s consolidated financial statements.

7. INCOME TAXES
The differences between the United States federal statutory tax rate and the Company’s effective tax rate are as
2009 Annual Report
to Stockholders

follows for the years ended December 31:

2009 2008 2007

Statutory United States federal income tax rate . . . . . . . . . . . . . . . . . . . . . . 35.0% 35.0% 35.0%
State income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9 1.0 1.1
Foreign earnings taxed at non-United States rates . . . . . . . . . . . . . . . . . . . . . (21.6) (15.4) (9.5)
Repatriation of other foreign earnings, net of related benefits . . . . . . . . . . . . 28.6 53.7 (1.9)
Credits and incentives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4.2) (4.3) (4.2)
Non-deductible in-process research and development . . . . . . . . . . . . . . . . . . — 29.1 —
Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9 0.6 1.4
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10.2) — —
Changes in tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.8) — —
Interest on accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0 — —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.9) (3.6) 1.8
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25.7% 96.1% 23.7%

Pretax income summarized by region for the years ended December 31 is as follows:
(in thousands) 2009 2008 2007

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(175,020) $ (40,842) $ 48,473

Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 369,566 153,081 90,723
Total pretax income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 194,546 $112,239 $139,196

88
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The income tax provision (benefit) consists of the following for the years ended December 31:
(in thousands) 2009 2008 2007

Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 111,557 $ 27,064 $ 48,820
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,644 3,377 6,375
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,777 37,458 18,361
Total current provision . . . . . . . . . . . . . . . . . . . . . . . . . . . 204,978 67,899 73,556
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (114,041) 53,447 (34,331)
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,077) (862) (5,362)
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,682) (9,734) (905)
Total deferred provision . . . . . . . . . . . . . . . . . . . . . . . . . . (129,800) 42,851 (40,598)
Changes in tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,401) — —
Changes in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . (19,825) (2,867) —
Total provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 49,952 $107,883 $ 32,958

Significant components of the Company’s deferred tax assets and liabilities are composed of the following at
December 31:
(in thousands) 2009 2008

Deferred tax assets:

Tax loss and other carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 102,641 $ 121,579
Inventory adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33,266 51,551
Accruals and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,868 124,077
Postretirement obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152,490 90,622
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 17,588
Capitalized research and development . . . . . . . . . . . . . . . . . . . . . . . . . 101,613 141,166
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,632 —
Total gross deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 470,510 546,583
Less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (18,695) (65,896)

2009 Annual Report

to Stockholders
Total net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 451,815 480,687
Deferred tax liabilities:
Acquired intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (848,441) (957,624)
Unremitted earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (65,073) (98,663)
Fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,886) —
Other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (28,151)
Convertible debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (144,150) (139,322)
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,069,550) (1,223,760)
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (617,735) $ (743,073)

ASC Topic 740, Income Taxes clarifies the accounting for uncertain tax positions and prescribes a compre-
hensive model for how companies should recognize, measure, present and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under the topic, tax benefits shall initially be
recognized in the financial statements when it is more likely than not the position will be sustained upon
examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest
amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with the tax
authority, assuming full knowledge of the position and all relevant facts. Disclosure requirements are also revised to
include an annual tabular rollforward of unrecognized tax benefits.

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes the activity related to our unrecognized tax benefits:

(in thousands) 2009 2008 2007

Gross unrecognized tax benefits at January 1 . . . . . . . . . . . . . . . . $ 74,904 $27,784 $22,707

Increases in tax positions for prior years . . . . . . . . . . . . . . . . . . . 32,997 26 1,509
Decreases in tax positions for prior years . . . . . . . . . . . . . . . . . . . (3,772) (1,293) (2,442)
Increases in tax positions for current year relating to ongoing
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,316 5,981 7,691
Increases in tax positions as a result of a lapse in statute of
limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204 — —
Increases in tax positions for current year relating to acquisition . . 18,529 46,200 —
Decreases in tax positions for current year relating to
acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,534) — (1,681)
Decreases in tax positions due to settlements with taxing
authorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3,794) —
Gross unrecognized tax benefits at December 31 . . . . . . . . . . . . . $121,644 $74,904 $27,784

At December 31, 2009 and 2008, there are $106.9 million, and $62.4 million of unrecognized tax benefits that
if recognized would reduce our income tax expense and effective tax rate, respectively. It is reasonable possible that
there will be a reduction to the balance of unrecognized tax benefits up to $51.3 million in the next twelve months.
The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income
tax expense. During the years ended December 31, 2009, 2008 and 2007, the Company recognized approximately
$7.1 million, $3.2 million and $2.7 million of income tax-related interest and penalties in the Consolidated
Statement of Operations, respectively. In addition, the income tax-related interest and penalties included in the
Consolidated Balance Sheet at December 31, 2009 and 2008 are $9.8 million and $4.2 million, respectively.

The Company is subject to routine compliance reviews on various tax matters around the world in the ordinary
course of business. Currently, audits are occurring in Austria, Belgium, Canada, China, Italy, Netherlands,
Singapore, Switzerland, United Kingdom, and the United States. The United States’ audit cycle for the consolidated
income tax returns for the years ended 2006 and 2007 is expected to be completed in 2010. After the United States’
2009 Annual Report

2006-2007 audit cycle, the remaining years subject to federal examination are 2008 and 2009.
to Stockholders

While the Company has provided $65.1 million of taxes related to certain foreign unremitted earnings that are
to be repatriated, taxes on approximately $167.0 million of other undistributed earnings of foreign subsidiaries have
not been provided for at December 31, 2009. The Company only remits current earnings that can be repatriated
without a material impact on the provision for income taxes and are considered to be in excess of the reasonably
anticipated working capital needs of the foreign subsidiaries. Any remaining undistributed earnings are considered
permanently invested in the operations of such subsidiaries. It is not practical to determine the amount of income tax
payable in the event we repatriated all undistributed foreign earnings.

Under ASC Topic 718, Compensation—Equity Compensation the fair value of share-based compensation is
required to be recognized as an expense, and the tax benefit associated with such compensation will continue to be
credited to additional paid-in-capital, but only to the extent the excess tax benefits have not already been recognized
in the Statement of Operations. The excess tax benefit associated with employee stock plans were estimated to
reduce taxes payable by $13.9 million, $2.4 million and $20.2 million for 2009, 2008 and 2007, respectively. These
benefits in excess of tax benefit already recognized in the Statement of Operations have been reflected as additional
paid-in-capital in the accompanying Consolidated Statements of Stockholders’ Equity.

At December 31, 2009, the Company had $89.4 million and $16.0 million of federal and foreign net operating
loss (NOL) carryforwards, respectively, that were obtained from acquired companies throughout the years. There
were also federal and state tax credit carryforwards of $52.3 million. The federal NOL carryforwards begin to
expire in 2019. The tax credit carryforwards begin to expire in 2012.

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The valuation allowance recorded against the Company’s deferred tax assets decreased by $47.2 million in
2009. The decrease in valuation allowance is due to capital gains recognized on a restructuring of legal entities that
are able to be offset by the Company’s capital loss carryforward and the future expected utilization of certain state’s
acquired NOL’s and credits.
The Company has a tax exemption grant for its manufacturing operations in Singapore, which expires in 2014.
The tax benefit realized at the local statutory level in 2009 is $18.9 million, however, this benefit has been offset by
the provision of United States taxes on foreign unremitted earnings.

8. COMMON STOCK, PREFERRED STOCK AND PREFERRED STOCK PURCHASE RIGHTS

PLAN
Common Stock Authorized Shares
The Company has authorized 400 million shares of common stock.

Preferred Stock Authorized Shares

The Company has authorized 6,405,884 shares of preferred stock of which no shares were outstanding at
December 31, 2009 and 2008. Upon issuance, the Company has the ability to define the terms of the preferred
shares, including voting rights, liquidation preferences, conversion and redemption provisions and dividend rates.

Preferred Stock Purchase Rights Plan

The Company has a Preferred Stock Purchase Rights Plan under which stockholders received one “right” to
purchase one one-hundredth of a share of Series B Preferred Stock for each outstanding share of common stock held
of record at the close of business on March 30, 2001. The rights, which will initially trade with the common stock,
become exercisable to purchase one one-hundredth of a share of Series B Preferred Stock, at $250.00 per right,
when a person acquires 15% or more of the Company’s common stock or announces a tender offer which could
result in such person owning 15% or more of the common stock. Each one one-hundredth of a share of Series B
Preferred Stock has terms designed to make it substantially the economic equivalent of one share of common stock.

2009 Annual Report

Prior to a person acquiring 15%, the rights can be redeemed for $0.001 each by action of the Board of Directors.

to Stockholders
Under certain circumstances, if a person acquires 15% or more of the common stock, the rights permit the Company
stockholders other than the acquirer to purchase the Company’s common stock having a market value of twice the
exercise price of the rights, in lieu of the Series B Preferred Stock. In addition, in the event of certain business
combinations, the rights permit purchase of the common stock of an acquirer at a 50% discount. Rights held by the
acquirer will become null and void in both cases. The rights expire on April 1, 2011. The rights distribution will not
be taxable to stockholders.

Stock Repurchase Program

In July 2007, the Board approved a program authorizing management to repurchase up to $500.0 million of
common stock over a period of three years. Under the 2007 plan, the Company repurchased 1.2 million shares at a
total cost of approximately $100.0 million during the year ended December 31, 2008. The Company did not
repurchase shares during the year end December 31, 2009. The cost of repurchased shares are included in treasury
stock and reported as a reduction in stockholders’ equity.

9. EMPLOYEE BENEFIT PLANS

401(k) Profit Sharing Plans
The Company’s 401(k) Savings and Investment Plan allows each eligible employee to voluntarily make pre-
tax deferred salary contributions subject to regulatory and plan limitations. The Company may make matching
contributions in amounts as determined by the Board of Directors. The Company made matching contributions of

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

$5.6 million, $5.1 million and $4.6 million for the years ended December 31, 2009, 2008 and 2007, respectively, to
this plan.
The Company assumed a 401(k) savings plan in conjunction with its acquisition of Applied Biosystems. The
Applied Biosystems’ 401(k) plan covers domestic employees that were employed by Applied Biosystems prior to
its acquisition by the Company and new hires of the Company that work for Applied Biosystems. The plan offered a
dollar-for-dollar matching of up to 6% salary contributions for participants. Contributions to this plan, net of plan
forfeitures, were $14.7 million, $1.2 million, and zero for the years ended December 31, 2009, 2008, and 2007
respectively. Effective January 1, 2010, the Applied Biosystems’ 401(k) plan was merged with the Company’s
401(k) Savings and Investment Plan to form a single benefit plan.

Pension Plans
In accordance with ASC Topic 715, Compensation—Retirement Benefits, the Company is required to
recognize the overfunded or underfunded status of a defined benefit pension and other postretirement plan as
an asset or liability in its Consolidated Balance Sheets and to recognize changes in that funded status in the year in
which the changes occur through other comprehensive income. The Company is also required to measure the
funded status of a plan as of the date of its fiscal year-end for which consolidated financial statements are presented.
The Company assumed the Applied Biosystems’ qualified pension plans, non-qualified supplemental benefit
plans, and postretirement benefit plans in conjunction with its acquisition of Applied Biosystems. The pension
plans cover a portion of former Applied Biosystems’ worldwide employees. Pension benefits earned are generally
based on years of service and compensation during active employment. However, the level of benefits and terms of
vesting may vary among plans. The Company determines the required funding of the pension plans in accordance
with statutory funding requirements. The Company also sponsors nonqualified supplemental benefit plans for
select domestic employees in addition to our principal pension plan. These supplemental plans are unfunded,
however, Applied Biosystems prior to its acquisition had established a rabbi trust, through which the assets may be
used to pay non-qualified plan benefits. The rabbi trust assets are subject to the claims of the Company’s creditors in
the event of the Company’s insolvency. The value of the assets held by these trusts, included in restricted cash on the
Consolidated Balance Sheets, was $36.7 million at December 31, 2009. Plan participants are general creditors of
2009 Annual Report

the Company with respect to these benefits. The domestic pension plan covers domestic employees hired by
to Stockholders

Applied Biosystems prior to July 1, 1999. The accrual of future service benefits for all participants was frozen as of
June 30, 2004. Benefits earned under the plan will be paid out under existing plan provisions. The postretirement
benefit plan is unfunded and provides healthcare and life insurance benefits to domestic employees who retire under
the domestic pension plan provisions and satisfy certain service and age requirements. In addition, employees hired
prior to January 1, 1993 also receive subsidized retirement medical benefits. Generally, medical coverage pays a
stated percentage of most medical expenses, and in some cases, participants pay a co-payment. Benefits are reduced
for any deductible and for payments made by Medicare or other group coverage. The Company shares the cost of
providing these benefits with retirees. The Company provides some postemployment benefits to eligible former
Applied Biosystems employees, which generally include severance and outplacement costs, disability, and
medical-related costs paid after employment but before retirement. The Company also provided a non-qualified
deferred compensation plan in which certain executives elected to defer compensation to a future period. The
Company holds assets and liabilities which correspond to this plan in the amount of $23.2 million, located on the
Consolidated Balance Sheet in current assets and long term liabilities.
The Company also has a qualified pension plan for substantially all United States employees that were
employed by Life Technologies Inc. prior to its acquisition by the Company in September 2000. The Company’s
policy is to deposit with an independent trustee amounts as are necessary on an actuarial basis to provide for
benefits in accordance with the requirements of the Employee Retirement Income Security Act and any other
applicable Federal laws and regulations. The domestic pension plan provides benefits that are generally based upon
a percentage of the employee’s highest average compensation in any consecutive five-year period in the ten years
before retirement. The Company froze this plan effective December 31, 2001. The Company will continue to

92
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

administer the plan but benefits will no longer accrue. The Company also sponsors nonqualified supplementary
retirement plans for certain former senior management of Life Technologies Inc. and Dexter Corp., which were
acquired in 2000. The Company has life insurance policies on the lives of participants designed to provide sufficient
funds to materially recover all costs of the plans. In addition to the above plans, the Company sponsors nonqualified
executive supplemental plans for certain former Dexter and Life Technologies senior managers that provide for a
target benefit based upon a percentage of the average annual compensation during the highest five consecutive
years of the last ten years before retirement, which benefit is then offset by other work related benefits payable to the
participant. These nonqualified supplementary retirement plans and nonqualified executive supplemental plans are
unfunded. The Company also administers the Dexter Postretirement Health and Benefit Program (the Dexter
PRMB Plan), which provides health and life benefits to certain retired participants who are not employees of the
Company but were employees of Dexter prior to the sale of their businesses and prior to the Company’s merger with
Dexter.
The retirement benefits for most employees of foreign operations are generally provided by government
sponsored or insured programs and, in certain countries, by defined benefit plans. The Company has defined benefit
plans primarily for United Kingdom (U.K.), Germany, Netherlands, Norway, and Japan employees. The Compa-
ny’s policy with respect to the foreign pension plans is to fund amounts as necessary on an actuarial basis to provide
for benefits under the pension plan in accordance with local laws and income tax regulations. The pension plans
generally provide benefits based upon the employee’s final compensation basis or the employee’s average base
compensation over the terms specified by the pension plans adjusted by number of years of service or bonus, as
necessary. A majority of the foreign pension plans are frozen to additional members and for future accrual of
additional benefits for participants of the plan. The Germany and Japan pension plans are unfunded plans with
benefits paid by the Company as needed.
The funded status of the Company’s pension and postretirement plans and amounts recognized at Decem-
ber 31, 2009 and 2008 were as follows:
Domestic Pension Plans Foreign Pension Plans Postretirement Plans
2009 2008 2009 2008 2009 2008
(in thousands)
Change in benefit obligation:

2009 Annual Report

Benefit obligation at beginning of year . . . . . . . . . . . . $ 698,274 $ 51,708 $ 96,983 $ 71,536 $ 66,871 $ 4,839

to Stockholders
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 302 19 4,638 2,666 193 13
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,173 6,491 5,092 3,574 3,481 629
Plan participants’ contributions . . . . . . . . . . . . . . . . . . — — 440 40 2,181 312
Plan amendments . . . . . . . . . . . . . . . . . . . . . . . . . . 1,277 — — — (18,297) —
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . 61,305 49,277 (1,269) (1,348) (3,653) 6,396
Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 585,449 38,709 — 55,851
Curtailment gain . . . . . . . . . . . . . . . . . . . . . . . . . . . (278) — — — — —
Special termination benefit . . . . . . . . . . . . . . . . . . . . 672 — 1,269 — — —
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (64,643) (5,567) (3,695) (3,893) (9,460) (1,242)
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (121) — —
Variable annuity unit value change . . . . . . . . . . . . . . — 10,897 — — — —
Medicare subsidies received . . . . . . . . . . . . . . . . . . . . — — — — 1,000 —
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (368) — 73
Foreign currency exchange rate changes . . . . . . . . . . . . — — 6,906 (13,812) — —
Benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . 734,082 698,274 110,364 96,983 42,316 66,871

93
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Domestic Pension Plans Foreign Pension Plans Postretirement Plans

2009 2008 2009 2008 2009 2008
(in thousands)
Change in plan assets:
Fair value of plan assets at beginning of year . . . . . . . . 548,398 46,875 62,237 51,123 5,148 7,728
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . 118,288 6,781 4,718 (2,290) 510 (2,363)
Acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 499,314 — 20,780 — —
Employer contributions . . . . . . . . . . . . . . . . . . . . . . . 25,779 995 10,181 8,750 6,279 492
Plan participants’ contributions . . . . . . . . . . . . . . . . . . — — 440 44 2,181 162
Benefits and administrative expenses paid. . . . . . . . . . . (64,643) (5,567) (3,695) (3,810) (9,460) (871)
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — (121) — —
Medicare subsidies received . . . . . . . . . . . . . . . . . . . . — — — — 1,000 —
Foreign currency exchange rate changes . . . . . . . . . . . . — — 5,707 (12,239) — —
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . 627,822 548,398 79,588 62,237 5,658 5,148
Funded status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (106,260) (149,876) (30,776) (34,746) (36,658) (61,723)
Unrecognized actuarial loss . . . . . . . . . . . . . . . . . . . . 43,052 67,861 5,771 7,563 11,722 16,325
Unrecognized prior service cost . . . . . . . . . . . . . . . . . 1,219 — — — (17,289) 1,247
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . $ (61,989) $ (82,015) $ (25,005) $(27,183) $(42,225) $(44,151)
Amounts recognized in the consolidated balance sheets
consist of:
Other long term assets . . . . . . . . . . . . . . . . . . . . . . . $ — $ — $ 7,211 $ 2,451 $ 335 $ —
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,503) (42,629) (1,273) (416) (5,108) (5,588)
Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . (82,757) (107,247) (36,714) (36,781) (31,885) (56,135)
Accumulated other comprehensive (income) loss . . . . . . 44,271 67,861 5,771 7,563 (5,567) 17,572
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . $ (61,989) $ (82,015) $ (25,005) $(27,183) $(42,225) $(44,151)
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . . $ 734,082 $ 698,188 $ 96,547 $ 81,480 $ 42,316 $ 66,871

The projected benefit obligations, accumulated benefit obligations and fair values of plan assets for the
pension and postretirement plans with accumulated benefit obligations in excess of plan assets at December 31
were as follows:
Domestic Foreign Postretirement
2009 Annual Report

Pension Plans Pension Plans Plans

to Stockholders

2009 2008 2009 2008 2009 2008

(in thousands)

Projected benefit obligation . . . . . . . . . $734,082 $698,274 $78,797 $66,660 $36,993 $66,871

Accumulated benefit obligation . . . . . . . 734,082 698,188 73,796 60,793 36,993 66,871
Fair value of plan assets . . . . . . . . . . . . 627,822 548,398 43,491 33,142 — 5,148
Other changes in plan assets and benefit obligations recognized in other comprehensive income for the period
ended December 31, 2009, amounts recognized in accumulated other comprehensive income at December 31, 2009

94
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and the amounts in accumulated other comprehensive income expected to be amortized into fiscal year 2010 net
periodic benefit expense are as follows:
Domestic Foreign Postretirement
Pension Plans Pension Plans Plans
(in thousands)
Actuarial gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(22,751) $(2,301) $ (3,772)
Prior service (credit) cost . . . . . . . . . . . . . . . . . . . . . . . 1,277 — (18,297)
Amortization of losses and settlement cost . . . . . . . . . . (2,058) (115) (831)
Amortization of prior service cost . . . . . . . . . . . . . . . . (58) — (239)
Effect of exchange rates . . . . . . . . . . . . . . . . . . . . . . . — 624 —
Total recognized in other comprehensive income . . . $(23,590) $(1,792) $(23,139)
Total recognized in net periodic pension cost . . . . . . . . 5,753 7,428 4,353
Total recognized in net periodic expense and other
comprehensive income . . . . . . . . . . . . . . . . . . . . . . . $(17,837) $ 5,636 $(18,786)

Domestic Foreign Postretirement

Pension Plans Pension Plans Plans
(in thousands)
Net actuarial loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $43,052 $5,771 $ 11,722
Net prior service cost (credit) . . . . . . . . . . . . . . . . . . . 1,219 — (17,289)
Accumulated other comprehensive income (loss) . . . $44,271 $5,771 $ (5,567)

Domestic Foreign Postretirement

Pension Plans Pension Plans Plans
(in thousands)
Net actuarial loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,389 $237 $ 721

2009 Annual Report

Net prior service cost (credit) . . . . . . . . . . . . . . . . . . . 58 — (817)

to Stockholders
Amounts in accumulated other comprehensive
income expected to be amortized into fiscal year
2010 net periodic benefit expense (credit) . . . . . . . $1,447 $237 $ (96)

The components of net periodic pension cost (income) for the Company’s pension and postretirement plans for
the years ended December 31 are as follows:
Domestic Pension Plans
2009 2008 2007
(in thousands)
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 302 $ 19 $ 80
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,173 6,491 3,087
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . (34,232) (6,687) (3,642)
Amortization of actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,909 218 362
Amortization of prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . 58 — —
Settlement cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 149 — —
Curtailment credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (278) — —
Special termination benefits and other . . . . . . . . . . . . . . . . . . . . . . 672 — —
Net periodic pension cost (income) . . . . . . . . . . . . . . . . . . . . . . $ 5,753 $ 41 $ (113)

95
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Foreign Pension Plans

2009 2008 2007
(in thousands)
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,637 $ 2,666 $ 4,105
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,092 3,574 3,284
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,685) (3,105) (2,684)
Amortization of actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115 231 454
Amortization of transition obligation . . . . . . . . . . . . . . . . . . . . . . . . — 1 —
Settlement cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (167)
Curtailment credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — (491)
Special termination benefits and other . . . . . . . . . . . . . . . . . . . . . . . 1,269 11 —
Net periodic pension cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,428 $ 3,378 $ 4,501

Postretirement Plans
2009 2008 2007
(in thousands)
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 193 $ 13 $ —
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ................ 3,481 629 283
Expected return on plan assets . . . . . . . . . . . . . . . . ................ (391) (598) (597)
Amortization of prior service cost . . . . . . . . . . . . . ................ 239 239 239
Amortization of actuarial loss. . . . . . . . . . . . . . . . . ................ 831 597 598
Net periodic pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,353 $ 880 $ 523

The weighted average assumptions used in accounting for the pension and postretirement plans for the years
ended December 31, 2009 and 2008 are as follows:
Domestic Foreign Postretirement
Pension Plans Pension Plans Plans
2009 2008 2009 2008 2009 2008
2009 Annual Report
to Stockholders

Discount rate to determine obligation . . . . . 6.00% 5.75% 5.28% 1.90-6.25% 5.60% 5.75%
Discount rate to determine net benefit
cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.75% 6.25-7.00% 5.10% 2.00-6.20% 5.90% 6.00-7.00%
Expected return on plan assets . . . . . . . . . . 5.75-8.00% 7.00-8.00% 5.27% 3.00-6.10% 8.00% 7.00-8.00%
Rate of compensation increase . . . . . . . . . . — — 3.27% 1.75-4.44% — —
The Company uses an actuarial measurement date of January 1 of the current year to determine pension and
other postretirement benefit measurements as of December 31 of the current year. The discount rate is the estimated
rate at which the obligation for pension benefits could effectively be settled. The expected return on plan assets
reflects the average rate of earnings that the Company estimates will be generated on the assets of the plans. The rate
of compensation increase reflects the Company’s best estimate of the future compensation levels of the individual
employees covered by the plans for those plans which are still active. When calculating pension expense for 2009,
the Company assumed that its plan’s assets would generate a long-term rate of return of 5.27%-8.00%.
Our asset investment goal is to achieve a long-term targeted rate of return consistent with the ongoing nature of
the plan’s liabilities. The plan’s assets are invested so that the total portfolio risk exposure and risk-adjusted returns
meet the plan’s long-term total return goal. Plan assets are invested using active and passive investment strategies
and diversification that employ multiple investment funds. Funds cover a diverse range of investment styles and
approaches and are combined in a way to achieve a target allocation across capitalization and style biases (equities)
and interest rate expectations (fixed income) and to minimize the concentrations of risk arising within or across
categories of plan assets. The Company’s management monitors performance against benchmark indices. The
plan’s investment policy prohibits the use of derivatives for speculative purposes. The assets of the plan are

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

periodically rebalanced to remain within the desired target allocations. The expected rate of return on assets is
determined based on the historical results of the portfolio, the expected investment mix of the plans’ assets, and
estimates of future long-term investment returns, and takes into consideration of external actuarial and investment
advisor advice. The weighted target asset allocations for domestic pension plans are 60% for equity, 39% for fixed
income, and 1% for real estate for the year ended December 31, 2009. The weighted target asset allocations for
domestic postretirement plans are 60% for equity, 30% for fixed income, and 10% for real estate for the year ended
December 31, 2009.

We do not generally fund pension plans when our contributions would not be tax deductible. Based on the level
of our contributions to the Applied Biosystems domestic pension plan, Life Technologies Pension Plan and Dexter
PRMB Plan during previous fiscal years, we do not expect to have to fund these pension plans in fiscal year 2010 in
order to meet minimum statutory funding requirements.

The fair value by asset category for the Company’s funded pension plans and postretirement plans at
December 31, 2009 are as follows:
Quoted Prices Significant Significant
in Active Markets Observable Unobservable
for Identical Assets Inputs Inputs
Total (Level 1) (Level 2)(1) (Level 3)(2)
(in thousands)
Domestic Pension Plans
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,460 $ 7,460 $ — $ —
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Domestic companies(3) . . . . . . . . . . . . . . . . . 19,299 19,299 — —
International companies(4) . . . . . . . . . . . . . . . 6,625 6,625 — —
Domestic collective trusts(5) . . . . . . . . . . . . . . 219,056 — 219,056 —
International collective trusts(6) . . . . . . . . . . . 108,701 — 108,701 —
Total equity securities . . . . . . . . . . . . . . . . $353,681 $25,924 $327,757 $ —
Fixed income securities . . . . . . . . . . . . . . . . . . . .
Domestic fixed incomes(7) . . . . . . . . . . . . . $ 11,356 $11,356 $ — $ —

2009 Annual Report

Domestic collective trusts(8) . . . . . . . . . . . . 213,224 — 213,224 —

to Stockholders
Total fixed income securities . . . . . . . . . . . $224,580 $11,356 $213,224 $ —
Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Global real estate(9) . . . . . . . . . . . . . . . . . . $ 4,374 $ 4,374 $ — $ —
Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,727 — 37,727 —
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $627,822 $49,114 $578,708 $ —
Postretirement Plans
Equity securities . . . . . . . . . . . . . . ............
Domestic companies(3) . . . . . ............ $ 2,632 $ 2,632 $ — $ —
International companies(4) . . . ............ 886 886 — —
Total equity securities . . . . ............ $ 3,518 $ 3,518 $ — $ —
Debt securities . . . . . . . . . . . . . . . ............
Domestic fixed incomes(7) . ............ $ 1,544 $ 1,544 $ — $ —
Real Estate . . . . . . . . . . . . . . . . . . ............
Global real estate(9) . . . . . . ............ $ 596 $ 596 — —
Total. . . . . . . . . . . . . . . . . . . . . ............ $ 5,658 $ 5,658 $ — $ —
Foreign Pension Plans
Fixed income(10) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,397 $15,397 $ — $ —
Insurance contracts(2) . . . . . . . . . . . . . . . . . . . . . . 64,191 — — 64,191
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 79,588 $15,397 $ — $64,191

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s foreign pension plans assets are primarily comprised of third party insurance investments. The
investments are invested by the third party with guaranteed minimum returns. The Company values these contracts
based on the net asset value underlying the contract. In the event the returns are less than the guaranteed return, the
Company reviews the third party solvency as part of the valuation of the investment. For those assets measured with
significant Level 3 inputs, the following table summarizes the activity for the year ended December 31, 2009 by
asset category for the Company’s funded pension plans:

Fair Value Measurements Using

Significant Unobservable Inputs
(Level 3)(2)
(in thousands)
Description Insurance Contracts Total

Funded Foreign Plans

Beginning balance at January 1, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $53,238 $53,238
Actual return on plan assets for assets still held at December 31, 2009 . . . . . . . 10,953 10,953
Actual return on plan assets for assets sold during 2009 . . . . . . . . . . . . . . . . . . — —
Purchases, sales, and settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —
Transfers in and/or out of Level 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —
Ending balance at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $64,191 $64,191

(1) All investments measured with significant observable inputs under the category level 2 are the collective
funds, which are quoted by net assets value, or NAV. These shares are Employee Retirement Income Security
Act (ERISA)based commingled trusts, which are only offered to ERISA plans and are privately placed.
Although the shares are actively traded and quoted by the market, due to the restriction on the trading and the
possible liquidation risk, the Company placed these funds under the level 2. At December 31, 2009, NAV
approximated the fair value of the funds.
(2) All investments measured with significant unobservable inputs under the category level 3 are the insurance
contracts held by our foreign subsidiaries. The valuation of the insurance contracts is determined by the cash
surrender value, adjusted by the income earned or expense incurred based on the specified terms by the plan
2009 Annual Report

agreement, which approximate the fair value.

to Stockholders

(3) This category is comprised of publicly traded domestic funds, of which 78% by large-cap domestic funds,
11% by mid-cap domestic funds, and 11% by small-cap domestic funds.
(4) This category is comprised of publicly traded international funds, of which 65% by large-cap international
funds and 35% by international diversified emerging markets funds.
(5) This category is comprised of 80% by large-cap domestic commingled trusts and 20% by small-to-mid-cap
domestic commingled trusts.
(6) This category is primary comprised of core international commingled trusts.
(7) This category is primary comprised of publicly traded intermediate-term domestic bond funds.
(8) This category is comprised of 70% by domestic core commingled trusts and 30% by passive fixed income
domestic commingled trusts.
(9) This category is primary comprised of publicly traded global real estate funds.
(10) This category is invested in publicly traded international funds.

Assumed health care cost trend rates have a significant effect on the amounts reported for postretirement plans.
A one-percentage point change in weighted average assumed health care cost trend rates would have the following
effects:

1% increase 1% decrease
(in thousands)
Effect on interest cost plus service cost . . . . . . . . . . . . . . . . . . . . . . . . . . $ 342 $ (298)
Effect on postretirement benefit obligation. . . . . . . . . . . . . . . . . . . . . . . . 3,455 (3,046)

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The weighted average assumed health care cost trend rates on the postretirement plans at December 31, 2009
are as follows:
Medical Dental

Health care cost trend rate assumed for next year . . . . . . . . . . . . . . . . . . . . . . . . . 9.00% 5.00%
Rate to which the cost trend rate is assumed to decline . . . . . . . . . . . . . . . . . . . . . 5.00% 5.00%
Year that the rate reaches the ultimate trend rate . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 —
Our estimated future employer contributions, gross expected benefit payments, and gross amount of annual
Medicare Part D federal subsidy expected to be received at December 31, 2009, are as follows:
Domestic Foreign Postretirement
(in thousands) Pension Plans Pension Plans Plans

Employer Contributions 2010 . . . . . . . . . . . . . . . . . . . $ 23,503 $ 9,154 $ 5,108

Expected Benefit Payments . . . . . . . ..............
2010 . . . . . . . . . . . . . . . . . . . . . . . . .............. $ 65,162 $ 2,070 $ 5,548
2011 . . . . . . . . . . . . . . . . . . . . . . . . .............. 44,210 4,042 4,930
2012 . . . . . . . . . . . . . . . . . . . . . . . . .............. 44,591 8,245 3,624
2013 . . . . . . . . . . . . . . . . . . . . . . . . .............. 44,652 3,970 3,014
2014 . . . . . . . . . . . . . . . . . . . . . . . . .............. 44,709 2,725 3,021
2015 and thereafter . . . . . . . . . . . . . .............. 226,827 34,925 16,234
Expected Federal Subsidy Receipts
2010 . . . . . . . . . . . . . . . . . . . . . . . . .............. $ — $ — $ 861
2011 . . . . . . . . . . . . . . . . . . . . . . . . .............. — — 814
2012 . . . . . . . . . . . . . . . . . . . . . . . . .............. — — 767
2013 . . . . . . . . . . . . . . . . . . . . . . . . .............. — — 718
2014 . . . . . . . . . . . . . . . . . . . . . . . . .............. — — 669
2015 and thereafter . . . . . . . . . . . . . .............. — — 1,463
Expected benefit payments for the domestic plan in 2010 are larger than normal levels due to the restructuring

2009 Annual Report

efforts that occurred upon the merger of Applied Biosystems and Life Technologies. Certain terminated employees

to Stockholders
are expected to take a lump sum benefit as permitted by the plan provision upon termination.

10. EMPLOYEE STOCK PLANS

On April 30, 2009, the Company’s stockholders approved the Life Technologies Corporation 2009 Equity
Incentive Plan (the 2009 Plan), which replaced the Company’s 1999 and 2004 stock option plans discussed below.
Upon approval of the 2009 Plan, the 1999 and 2004 Plans were frozen and a total of 11 million shares of the
Company’s common stock were reserved for granting of new awards under the 2009 Plan.
The Company’s 2009 Plan permits the granting of stock options, stock appreciation rights, restricted stock
awards, restricted stock units, performance awards and deferred stock awards of up to 11 million shares of stock.
Shares of the Company’s common stock granted under the 2009 Plan in the form of stock options or stock
appreciation rights are counted against the 2009 Plan share reserve on a one-for-one basis. Shares of the Company’s
common stock granted under the 2009 Plan as an award other than as an option or as a stock appreciation right are
counted against the 2009 Plan share reserve at 1.6 shares for each share of common stock basis. Stock option awards
are granted to eligible employees and directors at an exercise price equal to no less than the fair market value of such
stock on the date of grant, generally vest over a period of time ranging up to four years, are exercisable in whole or in
installments and expire ten years from the date of grant. Restricted stock awards and restricted stock units are
granted to eligible employees and directors and represent rights to receive shares of common stock at a future date.
In addition, the Company has a qualified employee stock purchase plan (“purchase rights”) whereby eligible
employees may elect to withhold up to 15% of their compensation to purchase shares of the Company’s stock on a

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 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

quarterly basis at a discounted price equal to 85% of the lower of the employee’s offering price or the closing price
of the stock on the date of purchase.
Prior to the adoption of the 2009 Plan on April 30, 2009, the Company had ten stock option plans: the 1995,
1997, 2000, 2001, 2002, 2004, and 2009 Life Technologies Corporation stock option plans, the 1996 and 1998
NOVEX Stock Option/Stock Issuance Plans, and the Life Technologies 1995 and 1997 Long-Term Incentive Plans.
During 2004, the Company’s stockholders approved the 2004 Invitrogen Corporation Equity Incentive Plan (the
2004 Plan), which was subsequently frozen by the 2009 Plan on April 30, 2009. The 2004 Plan replaced the
Company’s 1997, 2000, 2001 and 2002 stock option plans (collectively, the Prior Plans). Upon approval of the 2004
Plan, all Prior Plans were frozen. The total shares reserved for issuance under the 2004 Plan included all options and
other awards that the Company granted that were still outstanding under the Prior Plans prior to April 30, 2009.
Pursuant to an employment agreement entered in May 2003, the Company granted an option to purchase 1.4 million
shares of the Company’s common stock to its Chief Executive Officer, which was granted outside any of the
Company’s option plans discussed above.
Upon the merger with AB, the Company assumed five stock plans: the Applied Biosystems Group Amended
and Restated 1999 Stock Incentive Plan, the Applied Biosystems Group Amended and Restated 1993 Director
Stock Purchase and Deferred Compensation Plan, the Perkin-Elmer Corporation 1997 Stock Incentive Plan, the
Life Technologies Corporation Amended and Restated 1999 Stock Incentive Plan (the 1999 Plan), and the Life
Technologies Incorporated Amended and Restated 1999 Employee Stock Purchase Plan (collectively, the Assumed
Plans). Upon assumption of the 1999 Plan (subsequently frozen by the 2009 plan), all prior plans were frozen. The
total shares reserved for issuance under the 1999 Plan included all options and other awards that the Company
granted that were still outstanding under the Prior Plans prior to April 30, 2009. In addition, the Company has a
qualified employee stock purchase plan (“purchase rights”) whereby eligible legacy AB employees may elect to
withhold up to 10% of their compensation to purchase shares of the Company’s stock on a quarterly basis at a
discounted price equal to 85% of the lower of the employee’s offering price or the closing price of the stock on the
date of purchase.
The Company used the Black-Scholes option-pricing model (Black-Scholes model) to value share-based
employee stock option and purchase right awards. The determination of fair value of stock-based payment awards
2009 Annual Report

using an option-pricing model requires the use of certain estimates and assumptions that affect the reported amount
to Stockholders

of share-based compensation cost recognized in the Consolidated Statements of Income. Among these include the
expected term of options, estimated forfeitures, expected volatility of the Company’s stock price, expected
dividends and the risk-free interest rate.
The expected term of share-based awards represents the weighted-average period the awards are expected to
remain outstanding and is an input in the Black-Scholes model. In determining the expected term of options, the
Company considered various factors including the vesting period of options granted, employees’ historical exercise
and post-vesting employment termination behavior, expected volatility of the Company’s stock and aggregation by
homogeneous employee groups. The Company used a combination of the historical volatility of its stock price and
the implied volatility of market-traded options of the Company’s stock with terms of up to approximately two years
to estimate the expected volatility assumption input to the Black-Scholes model in accordance with ASC Topic 718,
Compensation—Equity Compensation and the SEC’s Staff Accounting Bulletin No. 107 (SAB 107). The
Company’s decision to use a combination of historical and implied volatility was based upon the availability
of actively traded options of its stock and its assessment that such a combination was more representative of future
expected stock price trends. The expected dividend yield assumption is based on the Company’s expectation of
future dividend payouts. The Company has never declared or paid any cash dividends on its common stock and
currently do not anticipate paying such cash dividends, although Applied Biosystems historically declared and paid
dividends prior to the merger. The Company currently anticipates that it will retain all of its future earnings for use
in the development and expansion of its business, for debt repayment and for general corporate purposes. Any
determination to pay dividends in the future will be at the discretion of the Company’s Board of Directors and will
depend upon its results of operations, financial condition, tax laws and other factors as the Board of Directors, in its

100
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

discretion, deems relevant. In addition, the Company’s ability to pay dividends in the future may be restricted by the
financial covenants of its credit agreement that was executed in November 2008 in connection with the merger with
Applied Biosystems. The risk-free interest rate is based upon United States Treasury securities with remaining
terms similar to the expected term of the share-based awards.

Stock Options and Purchase Rights

The underlying assumptions used to value employee stock options and purchase rights granted during the year
ended December 31, 2009, 2008 and 2007 were as follows:
Year ended
December 31, 2009
Options Purchase Rights

Weighted average risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . 1.8% 0.9%

Expected term of share-based awards . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4 yrs 0.4 yrs
Expected stock price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42.7% 58.1%
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0% 0%
Weighted average fair value of share-based awards granted . . . . . . . . . . . $ 13.27 $ 7.91

Year ended
December 31, 2008
Options Purchase Rights

Weighted average risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . 2.5% 4.6%

Expected term of share-based awards . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.6 yrs 1.4 yrs
Expected stock price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34.0% 32.3%
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0% 0%
Weighted average fair value of share-based awards granted . . . . . . . . . . . $ 11.41 $ 9.64

Year ended
December 31, 2007

2009 Annual Report

Options Purchase Rights

to Stockholders
Weighted average risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . 4.6% 4.5%
Expected term of share-based awards . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.5 yrs 1.1 yrs
Expected stock price volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28.4% 29.2%
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0% 0%
Weighted average fair value of share-based awards granted . . . . . . . . . . . $ 11.55 $ 10.10
ASC Topic 718, Compensation—Equity Compensation requires the benefits of tax deductions in excess of
recognized compensation cost to be reported as a financing cash flow. Excess tax benefits of $14.1 million and
$18.5 million were reported as net financing cash flows for the years ended December 31, 2009 and 2008,
respectively.
The Company is required to estimate forfeitures at the time of grant and revise those estimates in subsequent
periods on a cumulative basis in the period the estimated forfeiture rate changes. The Company considered its
historical experience of pre-vesting option forfeitures as the basis to arrive at its estimated pre-vesting option
forfeiture rate of 5.8 percent per year at the year ended December 31, 2009. All option awards, including those with
graded vesting, were valued as a single award with a single average expected term and are amortized on a straight-
line basis over the requisite service period of the awards, which is generally the vesting period. At December 31,
2009, there was $47.2 million remaining in unrecognized compensation cost related to employee stock options
(including stock options assumed in business combinations), which is expected to be recognized over a weighted
average period of 1.8 years. No compensation cost was capitalized in inventory during the year ended December 31,
2009 as the amounts involved are not material.

101
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Total share-based compensation expense for employee stock options and purchase rights for the years ended
December 31, 2009 and 2008 is composed of the following:
Year ended Year ended Year ended
(in thousands, except per share amounts) December 31, 2009 December 31, 2008 December 31, 2007

Cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,452 $ 4,037 $ 5,682

Sales, general and administrative . . . . . . . . . . . . . . . 28,291 27,120 25,741
Research and development . . . . . . . . . . . . . . . . . . . . 5,065 3,729 4,089
Share-based compensation expense before taxes . . 36,808 34,886 35,512
Related income tax benefits . . . . . . . . . . . . . . . . . . . 12,320 10,324 10,993
Share-based compensation expense, net of taxes . . $24,488 $24,562 $24,519
Net share-based compensation expense per common
share:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.14 $ 0.25 $ 0.26
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.13 $ 0.24 $ 0.25
The total intrinsic value of options exercised was $64.7 million, $13.5 million, and $67.4 million during the
years ended December 31, 2009, 2008 and 2007, respectively. Total cash received from the exercise of employee
stock options and purchase rights was $148.0 million and $23.1 million, respectively, for the year ended
December 31, 2009. The total fair value of shares vested during the current year was $28.3 million. A summary
of employee stock option activity for the year ended December 31, 2009 is presented below:
Weighted Weighted
Average Average Aggregate
Exercise Remaining Intrinsic
Options Price Per Contractual Value
(in 000’s) Share Term (in 000’s)

Outstanding at December 31, 2008 . . . . . . . . . . . . . . . . . . . . . 22,901 $41.68 5.8 $150,096

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 958 36.08
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,782) 31.16
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,669) 69.52
2009 Annual Report
to Stockholders

Outstanding at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . 16,408 $39.86 5.6 $299,157

Vested and exercisable at December 31, 2009 . . . . . . . . . . . . . 11,190 $42.38 4.2 $206,427

The Company has a qualified employee stock purchase plan (the 2004 Plan) whereby eligible employees may
elect to withhold up to 15% of their compensation to purchase shares of the Company’s stock on a quarterly basis at
a discounted price equal to 85% of the lower of the employee’s offering price or the closing price of the stock on the
date of purchase. As a result of the AB acquisition, the Company also has a qualified employee stock purchase plan
(the 1999 Plan) whereby, effective from February 2009 offer period, eligible legacy AB employees may elect to
withhold up to 10% of their compensation to purchase shares of the Company’s stock on a quarterly basis at a
discounted price equal to 85% of the lower of the employee’s offering price or the closing price of the stock on the
date of purchase. During the years ended December 31, 2009, 2008 and 2007, employees purchased 988,971,
607,969 and 441,922 shares at an average price of $23.40, $25.18 and $23.70 per share, respectively. As of
December 31, 2009, there were 4,321,729 shares and 619,705 shares of the Company’s common stock reserved for
future issuance under the 2004 Plan and the 1999 Plan, respectively.

Restricted Stock Units

Restricted stock units represent a right to receive shares of common stock at a future date determined in
accordance with the participant’s award agreement. There is no exercise price and no monetary payment is required
for receipt of restricted stock units or the shares issued in settlement of the award. Instead, consideration is
furnished in the form of the participant’s services to the Company. Restricted stock units vest over one to five years.

102
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Compensation cost for these awards is based on the estimated fair value on the date of grant and recognized as
compensation expense on a straight-line basis over the requisite service period. There were no pre-vesting
forfeitures estimated for the year ended December 31, 2009. For the years ended December 31, 2009 and 2008, the
Company recognized $23.3 million and $12.0 million, respectively, in share-based compensation cost related to
these restricted stock unit awards. At December 31, 2009, there was $51.2 million remaining in unrecognized
compensation cost related to these awards, which is expected to be recognized over a weighted average period of
2.3 years. The estimated amortization expense of the deferred compensation on the restricted stock unit awards as
of December 31, 2009 is $23.1 million, $19.7 million, and $8.3 million for 2010, 2011 and 2012, respectively.

The weighted average grant date fair value of restricted stock units granted during the year ended December 31,
2009 was $36.09. A summary of restricted stock units activity for the year ended December 31, 2009 is presented
below:
Weighted
Restricted Average Aggregate
Stock Remaining Intrinsic
Units Contractual Value
(in 000’s) Term in Years (in 000’s)

Outstanding at December 31, 2008 . . . . . . . . . . . . . . . . . . . . 1,956 8.78 $ 50,902

Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,499
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (137)
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (110)
Outstanding at December 31, 2009 . . . . . . . . . . . . . . . . . . . . 3,208 8.51 $167,507
Vested at December 31, 2009 . . . . . . . . . . . . . . . . . . . . . . . . 181 7.92 $ 9,444

Deferred Stock Awards

The 2004 Plan also provides that certain participants who are executives or members of a select group of
highly compensated employees may elect to receive, in lieu of payment in cash or stock of all or any portion of such

2009 Annual Report

participant’s cash and/or stock compensation, an award of deferred stock units. A participant electing to receive
deferred stock units will be granted automatically, on the effective date of such deferral election, a deferred stock

to Stockholders
unit award for a number of stock units equal to the amount of the deferred compensation divided by an amount equal
to the fair market value of a share of the Company’s common stock on the date of grant. During the years ending
December 31, 2009 and 2008, no participants participated in the program and therefore no shares were deferred
under this plan. The 2004 Plan is authorized to grant up to 200,000 shares of common stock as deferred stock units.

11. RESTRUCTURING COSTS

In connection with the merger with AB, the Company initiated a restructuring plan to provide one-time
termination costs, specifically severance and retention bonuses, to those employees whose employment positions
would be eliminated and one-time relocation costs to those employees whose employment positions would be
relocated. The restructuring plan also includes closure of certain leased facilities that will no longer be used in the
Company’s operations. The Company estimates that total restructuring expenses related to facilities and employees
existing at the Company prior to the merger with AB will be approximately $49.7 million, which consists of
$34.2 million for one-time termination costs, $6.3 million for one-time relocation costs, and $9.2 million for site
closures. The Company anticipates that a majority of the payments will be made during 2010. Refer to Note 2
“Business Combinations and Consolidations Costs” in the notes to the Consolidated Financial Statements for the
restructuring plan associated with the acquisition of AB accounted for under EITF 95-3.

In accordance with The ASC Topic of Exit or Disposal Cost Obligations, year ended December 31, 2009,
$13.1 million, $3.0 million, and $1.2 million of one-time termination costs, one-time relocation costs, and one-time

103
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

site closure costs, respectively, were included in business consolidation costs in the Consolidated Statements of
Operations.

The following table summarizes the charges and spending relating to the restructuring plan:
One-Time One-Time One-Time
Termination Relocation Site Closure
(in thousands) (unaudited) Costs Costs Costs Total

Restructuring reserves as of December 31, 2008 . . . . . . . .. $ 3,218 $ — $ — $ 3,218

Charged to expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13,065 2,996 1,217 17,278
Amounts paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. (7,391) (1,618) (781) (9,790)
Foreign currency translation . . . . . . . . . . . . . . . . . . . . . . .. 382 1 9 392
Restructuring reserves as of December 31, 2009 . . . . . . . .. $ 9,274 $ 1,379 $ 445 $11,098
Cumulative amount incurred to date . . . . . . . . . . . . . . . . . . $16,602 $ 2,996 $1,217 $20,815

12. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosure of cash flow information for the years ended December 31, 2009, 2008, and 2007 is
as follows:

(in thousands) 2009 2008 2007

Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $121,192 $37,936 $25,799

Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $145,214 $44,161 $51,728

13. QUARTERLY FINANCIAL DATA (unaudited)

First Second Third Fourth
2009 Annual Report

(in thousands, except per share data) Quarter Quarter Quarter Quarter
to Stockholders

2009
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $775,737 $832,763 $800,729 $ 871,115
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 384,686 481,628 462,785 495,625
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,604 $ 38,943 $ 41,136 $ 48,912
Net income per common share
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.09 $ 0.22 $ 0.23 $ 0.27
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.09 $ 0.22 $ 0.22 $ 0.26
2008
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $350,218 $367,791 $361,396 $ 540,618
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,760 225,107 218,154 278,730
Income (loss) from continuing operations . . . . . . . . . . . . . . 52,119 46,874 18,776 (113,415)
Income from discontinued operations (net of tax) . . . . . . . . 1,358 — — —
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 53,477 $ 46,874 $ 18,776 $(113,415)
Net income (loss) per common share continued operations
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.56 $ 0.51 $ 0.20 $ (0.95)
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.53 $ 0.48 $ 0.19 $ (0.95)
Net income per common share discontinued operations
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.01 $ — $ — $ —
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.01 $ — $ — $ —
Net income (loss) per common share
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.57 $ 0.51 $ 0.20 $ (0.95)
Diluted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.54 $ 0.48 $ 0.19 $ (0.95)

104
 LIFE TECHNOLOGIES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

14. SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequent events through the issuance date of these
Consolidated Financial Statements and the following represent subsequent events for disclosure.
In February 2010, the Company issued $1,500.0 million of fixed rate unsecured notes which consisted of
$250.0 million aggregate principal amount of 3.375% Senior Notes due 2013, $500.0 million aggregate principal
amount of 4.400% Senior Notes due 2015 and $750.0 million aggregate principal amount of its 6.000% Senior
Notes due 2020. The net proceeds from the notes offering was approximately $1,485.0 million, after deducting the
underwriting discount and estimated offering expenses. In addition, in January 2010, the Company completed the
sale of its 50% investment stake in the Applied Biosystems/MDS Analytical Technology Instruments joint venture
for approximately $280.0 million in net cash proceeds after taxes
The Company used the combined proceeds of the notes offering and the sales of its investment in the joint
venture, in addition to cash on hand to pay off our term loan principal of $1,972.5 million outstanding as of
December 31, 2009, which consisted of the carrying value of $1.330.0 million of the term loan A and $642.5 million
of the term loan B, plus respective accrued interest due on the date of repayment. As a result of the repayment of the
term loan A, the Company de-designated and terminated the outstanding interest rate swaps of $1,000.0 million
notional amount as the underlying loans no longer exist. The loss from terminating the interest rate swaps is
estimated to be approximately $13.6 million before income taxes.

2009 Annual Report

to Stockholders

105
 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

ITEM 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. We are responsible for maintaining disclosure controls
and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended. Disclosure controls and procedures are controls and other procedures designed to ensure that the
information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is
recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Based on our management’s evaluation (with the participation of our Chief Executive Officer and Chief
Financial Officer) of our disclosure controls and procedures as required by Rule 13a-15 under the Securities
Exchange Act, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls
and procedures were effective to achieve their stated purpose as of December 31, 2009, the end of the period
covered by this report.
Management’s Report on Internal Control over Financial Reporting. We are responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act. Our internal control over financial reporting is a process designed under the
supervision of our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors,
management, and other personnel, to provide reasonable assurance regarding the reliability of our financial
reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
2009 Annual Report

and expenditures are being made only in accordance with the authorizations of our management and directors; and
to Stockholders

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of our assets that could have a material adverse effect on our financial statements.
Our management (with the participation of our Chief Executive Officer and Chief Financial Officer) assessed
the effectiveness of our internal control over financial reporting as of December 31, 2009. In making this
assessment, our management used the criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). Based on manage-
ment’s assessment and the COSO criteria, our management concluded that our internal control over financial
reporting was effective as of December 31, 2009.
Our independent registered public accounting firm, Ernst & Young LLP, has issued a report on our internal
control over financial reporting. Ernst & Young LLP’s report appears below under this Item 9A and expresses an
unqualified opinion on the effectiveness of our internal control over financial reporting.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over
financial reporting during the quarter ended December 31, 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls. Our management, including our Chief Executive Officer
and our Chief Financial Officer, do not expect that our disclosure controls or our internal control over financial
reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated,
can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of

106
a control system must reflect the fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control
issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that
judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.
Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by
management override of the controls. The design of any system of controls is based in part on certain assumptions
about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future
periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or
deterioration in the degree of compliance with policies or procedures.

2009 Annual Report

to Stockholders

107
 Report of Independent Registered Public Accounting Firm

To the Board of Directors and the

Stockholders of Life Technologies Corporation
We have audited Life Technologies Corporation’s (the “Company”) internal control over financial reporting as of
December 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). The Company’s
management is responsible for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the
assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstate-
ments. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
2009 Annual Report

become inadequate because of changes in conditions, or that the degree of compliance with the policies or
to Stockholders

procedures may deteriorate.

In our opinion, Life Technologies Corporation maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2009, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of the Company as of December 31, 2009 and 2008 and the related
consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period
ended December 31, 2009 and our report dated February 26, 2010 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

San Diego, California

February 26, 2010

108
ITEM 9B. Other Information
None.

2009 Annual Report

to Stockholders

109
 PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

Information required by this Item relating to our executive officers appears under the caption “Executive
Officers of the Registrant” in Part I of this Annual Report on Form 10-K, which information is incorporated herein
by reference. Information required by this Item relating to our directors and the committees of our board of directors
is incorporated by reference to our definitive proxy statement for the 2010 Annual Meeting of Stockholders to be
held April 29, 2010 filed with the SEC (Proxy Statement) under the heading “Election of Directors.” Information
about Section 16 reporting compliance is incorporated by reference to the Proxy Statement under the heading
“Section 16(a) Beneficial Ownership Reporting Compliance.” Information regarding our code of ethics, which we
call our Protocol, is incorporated by reference to the Proxy Statement under the heading “The Life Technologies
Protocol.” The Life Technologies Protocol is also available on our website at www.lifetechnologies.com.

ITEM 11. Executive Compensation

Information required by this Item relating to director and officer compensation will appear under the headings
“Executive Compensation”, “Compensation Committee Interlocks” and “Compensation Committee Report” in our
Proxy Statement for the 2010 Annual Meeting of Stockholders to be held April 29, 2010, which sections are
incorporated herein by reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information required by this Item relating to securities authorized under our equity plans will appear under the
heading “Equity Compensation Plan Information” and information required by this Item relating to the beneficial
ownership of our common stock will appear under the heading “Stock Ownership” in our Proxy Statement for the
2010 Annual Meeting of Stockholders to be held on April 29, 2010, which sections are incorporated herein by
reference.

ITEM 13. Certain Relationships and Related Party Transactions, and Director Independence
The information required by this Item relating to our related party transactions will appear under the heading
“Certain Relationships and Related Party Transactions” and information required by this Item relating to the
2009 Annual Report

independence of our directors will appear under the heading “Election of Directors” in our Proxy Statement for the
to Stockholders

2010 Annual Meeting of Stockholders to be held April 29, 2010, which sections are incorporated herein by
reference.

ITEM 14. Principal Accounting Fees and Services

Information required by this Item relating to auditor fees is incorporated by reference to our Proxy Statement
for the 2010 Annual Meeting of Stockholders to be held April 29, 2010, under the heading “Principal Accounting
Fees and Services.”

110
 PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a) 1. Financial Statements

The following consolidated financial statements of Life Technologies Corporation are included in Item 8.
Page

Report of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . 53

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Consolidated Statements of Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Consolidated Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
2. Financial Statement Schedules: Schedule II—Valuation and Qualifying Accounts Financial statements and
schedules other than those listed below in item (c) are omitted for reason that they are not applicable, are not
required, or the information is included in the Consolidated Financial Statements or the Notes to
Consolidated Financial Statements.
3. List of exhibits filed with this Annual Report on Form 10-K: For a list of exhibits filed with this Form 10-K,
refer to the exhibit index beginning on page 119.
(b) Exhibits: For a list of exhibits filed with this Annual Report on Form 10-K, refer to the exhibit index beginning
on page 115.
(c) Financial Statement Schedules: Schedule II—Valuation and Qualifying Accounts (see next page).

2009 Annual Report

to Stockholders

111
 Schedule II—Valuation and Qualifying Accounts
For the Years Ended December 31, 2009, 2008 and 2007
Additions
Net Acquired
Balance Additions (Excess Reserve Foreign
at Charged Reductions) Currency Balance at
Beginning (Credited) from Business Effect on End of
(1)
(in thousands) of Period to Expense Combinations Deductions Translation Period

Allowance for Doubtful Accounts

Year ended December 31, 2009 . . . . . . . . $14,649 $ (1,744) $ 141 $ (2,653) $ 416 $ 10,809
Year ended December 31, 2008 . . . . . . .. 8,211 (182) 9,035 (2,283) (132) 14,649
Year ended December 31, 2007 . . . . . . .. 6,968 1,938 — (918) 223 8,211
Allowance for Inventory Accounts
Year ended December 31, 2009 . . . . . . . . $95,515 $15,306 $ 4,247 $(10,298) $ 1,578 $106,348
Year ended December 31, 2008 . . . . . . . . 45,978 10,099 49,659 (8,249) (1,972) 95,515
Year ended December 31, 2007 . . . . . . . . 41,186 1,762 (1,151) 3,029 1,152 45,978
Restructuring Accrual
Year ended December 31, 2009 . . . . . . . . $69,099 $17,278 $29,256 $(89,480) $ 395 $ 26,548
Year ended December 31, 2008 . . . . . . . . 11,151 3,537 68,962 (14,551) — 69,099
Year ended December 31, 2007 . . . . . . . . 17,762 334 3,063 (10,095) 87 11,151
Accrued Claims and Assessments
(23)
Year ended December 31, 2009 . . . . . . .. $ 864 $ 13 $ — $ $ 22 $ 876
(90)
Year ended December 31, 2008 . . . . . . .. 749 335 — (130) 864
(32)
Year ended December 31, 2007 . . . . . . .. — — 781 — 749
Insurance, Environmental and
Divestiture Reserves
Year ended December 31, 2009 . . . . . . . . $13,248 $ 723 $ (824) $ (1,856) $ — $ 11,291
Year ended December 31, 2008 . . . . . . .. 8,788 1,893 3,560 (993) — 13,248
(41)
Year ended December 31, 2007 . . . . . . .. 9,130 32 (333) — 8,788
Product Warranty
Year ended December 31, 2009 . . . . . . . . $12,616 $12,050 $ 136 $(12,510) $ 294 $ 12,586
Year ended December 31, 2008 . . . . . . .. 213 3,124 11,047 (2,026) 258 12,616
Year ended December 31, 2007 . . . . . . .. 125 88 — — — 213

(1) Deductions for Allowance for Doubtful Accounts and Allowance for Inventory Accounts are for accounts
2009 Annual Report

receivable written off and disposal of obsolete inventory. Deductions for all other accounts are amounts paid in
to Stockholders

cash or reclassified to accounts payable or other accrued expenses.

Restructuring accrual costs are classified as follows at December 31:
(in thousands)
2009 2008

Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $26,548 $69,099

Total included above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $26,548 $69,099

Insurance, environmental and divestiture reserves are classified as follows at December 31:
(in thousands)
2009 2008

Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,131 $ 4,135

Long-term portion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,160 9,113
Total included above . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11,291 $13,248

Net additions charged to expense for business integration costs reported in the Consolidated Statements of
Operations are as follows for the year ended December 31:
(in thousands)
2009 2008 2007

Business consolidation costs. . . . . . . . . . . . . . . . . . . . . . . . $112,943 $38,647 $5,635

Total business consolidation costs . . . . . . . . . . . . . . . . $112,943 $38,647 $5,635

112
 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIFE TECHNOLOGIES CORPORATION

Date: February 25, 2010 By: /s/ GREGORY T. LUCIER

Gregory T. Lucier
Chairman and Chief Executive Officer
(Principal Executive Officer and
Authorized Signatory)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant in the capacities and on the dates indicated:
SIGNATURE TITLE DATE

/s/ GREGORY T. LUCIER Chairman and Chief Executive Officer February 25, 2010
Gregory T. Lucier and Director (Principal Executive Officer)

/s/ DAVID F. HOFFMEISTER Chief Financial Officer (Principal February 25, 2010
David F. Hoffmeister Financial Officer)

/s/ KELLI A. RICHARD Chief Accounting Officer (Principal February 25, 2010
Kelli A. Richard Accounting Officer)

/s/ GEORGE F. ADAM, JR. Director February 25, 2010

George F. Adam, Jr.

/s/ RAYMOND V. DITTAMORE Director February 25, 2010

Raymond V. Dittamore

2009 Annual Report

to Stockholders
/s/ DONALD W. GRIMM Director February 25, 2010
Donald W. Grimm

/s/ BALAKRISHNAN S. IYER Director February 25, 2010

Balakrishnan S. Iyer

/s/ ARNOLD J. LEVINE, PH.D. Director February 25, 2010

Arnold J. Levine, Ph.D.

/s/ WILLIAM H. LONGFIELD Director February 25, 2010

William H. Longfield

/s/ BRADLEY G. LORIMIER Director February 25, 2010

Bradley G. Lorimier

/s/ RONALD A. MATRICARIA Director February 25, 2010

Ronald A. Matricaria

113
 SIGNATURE TITLE DATE

/s/ PER A. PETERSON, PH.D. Director February 25, 2010

Per A. Peterson, Ph.D.

/s/ W. ANN REYNOLDS, PH.D. Director February 25, 2010

W. Ann Reynolds, Ph.D.

/s/ WILLIAM S. SHANAHAN Director February 25, 2010

William S. Shanahan

/s/ DAVID C. U’PRICHARD, PH.D. Director February 25, 2010

David C. U’Prichard, Ph.D.
2009 Annual Report
to Stockholders

114
 INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT

1.1 Underwriting Agreement by and among Life Technologies and Banc of America Securities LLC,
Goldman, Sachs & Co. and J.P Morgan Securities Inc., as representatives of the several underwriters
named therein, dated as of February 11, 2010.(1)
2.1 Agreement and Plan of Merger by and among Invitrogen Corporation, Atom Acquisition, LLC and
Applera Corporation dated as of June 11, 2008.(2)
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.(3)
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.(4)
3.1 Restated Certificate of Incorporation of Life Technologies.(5)
3.2 Fourth Amended and Restated Bylaws of Life Technologies.(6)
4.1 Specimen Common Stock Certificate.(7)
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.(8)
4.3 Indenture, by and between Life Technologies and U.S. Bank National Association, dated August 1,
2003.(8)
4.4 11⁄2% 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.(9)
4.5 Indenture, by and between Life Technologies and U.S. Bank National Association, dated February 19,
2004.(9)
4.6 Indenture, by and between Life Technologies and U.S. Bank National Association, dated as of
December 14, 2004.(10)
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.(11)
4.8 3.25% Convertible Senior Notes Due 2025, Indenture, by and between Life Technologies and U.S. Bank

2009 Annual Report

National Association, dated June 20, 2005.(11)

to Stockholders
4.9 Indenture between Life Technologies and U.S. Bank National Association., as trustee, dated as of
February 19, 2010.(12)
4.10 First Supplemental Indenture between Life Technologies and U.S. Bank National Association., as
trustee, dated as of February 19, 2010, including the forms of the Life Technologies 3.375% Senior
Notes due 2013, 4.400% Senior Notes due 2015 and 6.000% Senior Notes due 2020.(12)
10.1 Form of Indemnification Agreement for directors and executive officers.(13)
10.2 1997 Stock Option Plan, as amended, and forms of Incentive Stock Option Agreement and Nonstatutory
Stock Option Agreement thereunder.(13)(40)
10.3 1998 Employee Stock Purchase Plan, as amended, and form of subscription agreement
thereunder.(13)(39)(40)
10.4 The Perkin-Elmer Corporation Supplemental Retirement Plan effective as of August 1, 1979, as
amended through October 1, 1996.(14)(40)
10.5 Rights Agreement, by and between Invitrogen and Fleet National Bank Rights Agent, dated
February 27, 2001.(15)
10.6 2000 Nonstatutory Stock Option Plan, as amended and restated on July 19, 2001.(16)(40)
10.7 Amended and Restated 401(k) Plan, effective as of January 1, 2002.(17)(40)
10.8 Deferred Compensation Plan, as amended and restated effective as of January 1, 2002.(18)(40)
10.9 NSO Agreement by and between Invitrogen Corporation and Gregory T. Lucier, dated as of May 30,
2003.(19)(40)

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 EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT

10.10 Employment Agreement by and between Invitrogen Corporation and Gregory T. Lucier, to be effective
as of May 26, 2003.(20)(40)
10.11 Indemnification Agreement by and between Invitrogen Corporation and Gregory T. Lucier, dated as of
May 26, 2003.(20)
10.12 Restricted Stock Agreement by and between Invitrogen Corporation and Nicholas Barthelemy, dated as
of March 10, 2004.(9)(40)
10.13 Excess Benefit Plan, as amended and restated effective July 1, 2004.(21)(40)
10.14 Executive Health Plan.(22)(40)
10.15 Financial Planning Benefit Plan.(22)(40)
10.16 Supplemental Long Term Disability Plan.(22)(40)
10.17 Invitrogen Corporation Deferred Stock Unit Plan.(22)(40)
10.18 Employment Agreement by and between Invitrogen Corporation and David F. Hoffmeister, effective
October 13, 2004.(23)(40)
10.19 Notice of Grant and Incentive Stock Option Agreement by and between Invitrogen Corporation and
David F. Hoffmeister, effective October 13, 2004.(23)(40)
10.20 Notice of Grant and Nonstatutory Stock Option Agreement by and between Invitrogen Corporation and
David F. Hoffmeister, effective October 13, 2004.(23)(40)
10.21 Notice of Grant and Restricted Stock Unit Agreement by and between Invitrogen Corporation and
David F. Hoffmeister, dated 13, 2004.(23)(40)
10.22 Indemnification Agreement by and between Invitrogen Corporation and David F. Hoffmeister, dated as
of October 13, 2004.(23)
10.23 Form of Director Stock Option Agreement pursuant to the Applied Biosystems Group Amended and
Restated 1999 Stock Incentive Plan.(24)
10.24 Form of Director Stock Award Agreement pursuant to the Applied Biosystems Group Amended and
Restated 1999 Stock Incentive Plan.(24)
10.25 Summary of Life Technologies Corporation Mid-Term Incentive Compensation Plan.(25)(40)
10.26 Form of Non-Employee Director Stock Option Agreement.(26)
10.27 Form of Non-Employee Director Restricted Stock Unit Agreement.(26)
2009 Annual Report
to Stockholders

10.28 Summary of Non-Employee Director Compensation Program.(26)

10.29 Form of Non-Qualified Stock Option Agreement for executive officers pursuant to The Perkin-Elmer
Corporation 1997 Stock Incentive Plan.(27)
10.30 Form of Non-Qualified Stock Option Agreement for executive officers pursuant to the Applied
Biosystems Group Amended and Restated 1999 Stock Incentive Plan.(27)
10.31 Form of Incentive Stock Option Agreement for executive officers pursuant to the Applied Biosystems
Group Amended and Restated 1999 Stock Incentive Plan.(27)
10.32 Form of Restricted Stock Bonus Agreement for executive officers pursuant to the Applied Biosystems
Group Amended and Restated 1999 Stock Incentive Plan.(27)
10.33 Letter Agreement by and between Invitrogen Corporation and Peter M. Leddy, effective July 5,
2005.(28)(40)
10.34 Change-in-Control Agreement by and between Invitrogen Corporation and Peter M. Leddy, dated as of
July 5, 2005.(28)(40)
10.35 Indemnification Agreement by and between Invitrogen Corporation and Peter M. Leddy, dated as of
July 5, 2005.(28)
10.36 Form of Restricted Stock Unit Award Agreement for awards to executive officers pursuant to the
Applied Biosystems Group Amended and Restated 1999 Stock Incentive Plan relating to performance
during the 2006 through 2009 fiscal years.(29)
10.37 Amendment, dated as of November 17, 2005, to the Deferred Compensation Plan.(29)
10.38 Form of Incentive Stock Option Agreement under 2004 Equity Incentive Plan.(30)(40)

116
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT

10.39 Form of Nonstatutory Stock Option Agreement under 2004 Equity Incentive Plan.(30)(40)
10.40 Form of Restricted Stock Units Agreement under 2004 Equity Incentive Plan.(30)(40)
10.41 Form of Restricted Stock Unit Award Agreement for awards to executive officers pursuant to the
Applied Biosystems Group Amended and Restated 1999 Stock Incentive Plan that vest based on
performance.(31)
10.42 Form of Performance Share Award Agreement for executive officers pursuant to the Applied
Biosystems Group Amended and Restated 1999 Stock Incentive Plan relating to performance
during the 2007 through 2009 fiscal years.(32)
10.43 Supplemental Executive Retirement Plan effective as of December 31, 2005, as amended and restated as
of August 28, 2006.(32)(40)
10.44 Form of Change-in-Control Agreement for executive officers employed between February 28, 2007 and
September 1, 2008.(33)(40)
10.45 Form of Amended and Restated Change-in-Control Agreement for the Chief Executive Officer.(33)(40)
10.46 Form of Change-in-Control Agreement for executive officers employed on or before February 28,
2007.(33)(40)
10.47 Form of Non-Qualified Stock Option Agreement for executive officers pursuant to the Applied
Biosystems Group Amended and Restated 1999 Stock Incentive Plan, as amended on October 19,
2006.(34)
10.48 Notice of Grant of Performance Shares.(35)(40)
10.49 Performance Share Award Agreement.(35)(40)
10.50 Commitment Letter dated as of June 11, 2008, among Bank of America, N.A., Banc of America
Securities LLC, UBS Loan Finance LLC, UBS Securities LLC, Morgan Stanley Senior Funding Inc.
and Invitrogen Corporation.(2)
10.51 Form of Change-in-Control Agreement for executive officers employed after September 1,
2008.(36)(40)
10.52 Credit Agreement, dated as of November 21, 2008, among Life Technologies Corporation, as the
Borrower, the lenders from time to time party thereto, and Bank of America, N.A., as Administrative
Agent, Swing Line Lender and L/C Issuer.(37)
10.53 Pledge Agreement, dated as of November 21, 2008, among Life Technologies, as the Guarantor, the

2009 Annual Report

guarantors from time to time party thereto, and Bank of America, N.A., as Collateral Agent.(37)

to Stockholders
10.54 Security Agreement, dated as of November 21, 2008, among Life Technologies, as the Guarantor, the
guarantors from time to time party thereto, and Bank of America, N.A., as Collateral Agent.(37)
10.55 Employment Agreement between Life Technologies Corporation and Mark P. Stevenson, dated
November 20, 2008.(37)
10.56 Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control
Agreement between Life Technologies Corporation and David F. Hoffmeister, dated November 21,
2008.(37)
10.57 Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control
Agreement between Life Technologies Corporation and Peter M. Leddy, Ph.D, dated November 21,
2008.(37)
10.58 Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control
Agreement between Life Technologies Corporation and Claude D. Benchimol, dated November 21,
2008.(37)
10.59 Limited Waiver and Release of Rights to Terminate for Good Reason Under the Change-in-Control
Agreement between Life Technologies Corporation and Nicolas M. Barthelemy, dated November 21,
2008.(37)
10.60 Amendment to Change-in-Control Agreement between Life Technologies Corporation and David F.
Hoffmeister, dated November 21, 2008.(37)(40)

117
 EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT

10.61 Amendment to Change-in-Control Agreement between Life Technologies Corporation and Peter M.
Leddy, Ph.D, dated November 21, 2008.(37)(40)
10.62 Amendment to Change-in-Control Agreement between Life Technologies Corporation and Claude D.
Benchimol, dated November 21, 2008.(37)(40)
10.63 Amendment to Change-in-Control Agreement between Life Technologies Corporation and Nicolas M.
Barthelemy, dated November 21, 2008.(37)(40)
10.64 Executive Officer Severance Plan and Summary Plan Description. (37)(40)
10.65 Agreement Regarding Chief Financial Officer Compensation. (37)(40)
10.66 Agreement Regarding Named Executive Officer Compensation. (37)(40)
10.67 Agreement Regarding Chief Executive Officer Compensation.(37)(40)
10.68 The Perkin-Elmer Corporation 1997 Stock Incentive Plan.(38)(40)
10.69 Applied Biosystems Group Amended and Restated 1999 Stock Incentive Plan, effective October 21,
2004.(38)(40)
10.70 Amended and Restated 1993 Director Stock Purchase and Deferred Compensation Plan.(38)(40)
10.71 PE Corporation/PE Biosystems Group 1999 Stock Incentive Plan.(38)(40)
10.72 Life Technologies Corporation Amended and Restated 1999 Stock Incentive Plan.(38)(40)
10.73 Life Technologies Corporation Amended and Restated 1999 Employee Stock Purchase Plan.(39)(40)
10.74 Life Technologies Corporation 2009 Equity Incentive Plan.(39)(40)
21.1 List of Subsidiaries
23.1 Consent of Independent Registered Public Accounting Firm
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer
32.2 Certification of Chief Financial Officer

(1) Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on February 17, 2010 (File
No. 000-25317).
2009 Annual Report
to Stockholders

(2) Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on June 16, 2008 (File
No. 000-25317).
(3) Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on September 10, 2008 (File
No. 000-25317).
(4) Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on October 15, 2008 (File
No. 000-25317).
(5) 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.
(6) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 27, 2009 (File
No. 000-25317).
(7) Incorporated by reference to Registrant’s Registration Statement on Form S-1 (File No. 333-68665).
(8) Incorporated by reference to Registrant’s Registration Statement on Form S-3, filed on October 29, 2003. (File
No. 333-110060).
(9) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the Quarterly Period ended
March 31, 2004 (File No. 000-25317).
(10) 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.

118
(11) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on June 24, 2005 (File
No. 000-25317).
(12) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 19, 2010 (File
No. 000-25317).
(13) Incorporated by reference to the Registrant’s Registration Statement on Form S-1, filed on December 10, 1998
(File No. 333-68665).
(14) Incorporated by reference to the Annual Report of Applied Biosystems Inc. on Form 10-K for the Year Ended
June 30, 2000 (File No. 001-04389).
(15) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 30, 2001 (File
No. 000-25317).
(16) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the Quarterly Period Ended
September 30, 2001 (File No. 000-25317).
(17) Incorporated by reference to the Registrant’s Annual Report on Form 10-K for the Year Ended December 31,
2001 (File No. 000-25317), as amended.
(18) Incorporated by reference to the Quarterly Report of Applied Biosystems Inc. on Form 10-Q for the Quarterly
Period Ended December 31, 2001 (File No. 001-04389).
(19) Incorporated by reference to the Registrant’s Registration Statement on Form S-8, filed on May 30, 2003 (File
No. 333-105730).
(20) Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the Quarterly Period Ended
June 30, 2003 (File No. 000-25317).
(21) Incorporated by reference to the Annual Report of Applied Biosystems Inc. on Form 10-K for the Year Ended
June 30, 2004 (File No. 001-04389).
(22) Incorporated by reference to Registrant’s Quarterly Report on Form 10-Q for the Quarterly Period ended
September 30, 2004. (File No. 000-25317).
(23) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on October 18, 2004 (File No.
000-25317).
(24) Incorporated by reference to the Current Report of Applied Biosystems Inc. on Form 8-K, filed on October 27,
2004 (File No. 001-04389).

2009 Annual Report

to Stockholders
(25) Incorporated by reference to Registrant’s Current Report on Form 8-K, filed on January 31, 2005 (File
No. 000-25317).
(26) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on February 14, 2005 (File
No. 000-25317).
(27) Incorporated by reference to Exhibit 10.4.2 to Annual Report of Applied Biosystems Inc. on Form 10-K for
the Year Ended June 30, 2005 (File No. 001-04389).
(28) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on July 11, 2005 (File
No. 000-25317).
(29) Incorporated by reference to the Quarterly Report of Applied Biosystems Inc. on Form 10-Q for the Quarterly
Period Ended December 31, 2005 (File No. 001-04389).
(30) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on April 27, 2006 (File
No. 000-25317).
(31) Incorporated by reference to the Annual Report of Applied Biosystems Inc. on Form 10-K for the Year Ended
June 30, 2006 (File No. 001-04389).
(32) Incorporated by reference to the Quarterly Report of Applied Biosystems Inc. on Form 10-Q for the Quarterly
Period Ended September 30, 2006 (File No. 001-04389).
(33) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on March 2, 2007 (File
No. 000-25317).

119
 (34) Incorporated by reference to the Quarterly Report of Applied Biosystems Inc. on Form 10-Q for the Quarterly
Period Ended March 31, 2007 (File No. 001-04389).
(35) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on August 1, 2007 (File
No. 000-25317).
(36) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 4, 2008 (File
No. 000-25317).
(37) Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed on November 28, 2008 (File
No. 000-25317).
(38) Incorporated by reference to the Registrant’s Registration Statement on Form S-8, filed on December 2, 2008
(File No. 333-155809).
(39) Incorporated by reference to the Registrant’s Proxy Statement, filed on March 20, 2009 (File No. 000-25317).
(40) Management contract or compensatory plan or arrangement.
2009 Annual Report
to Stockholders

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2009 Annual Report

to Stockholders
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2009 Annual Report
to Stockholders
CORPORATE INFORMATION

Board of Directors Corporate Management Shareholder Information

Gregory T. Lucier Gregory T. Lucier Shareholders may obtain copies of news
Chairman and Chief Executive Officer Chairman and Chief Executive Officer releases, product information, Securities
Life Technologies Mark P. Stevenson and Exchange Commission filings, includ-
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David F. Hoffmeister
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This document includes forward-looking statements about our anticipated results that involve risks and uncertainties. Some of the information contained in this doc-
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