The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Unaudited Consolidated Financial Statements and Notes thereto included elsewhere in this report and the Consolidated Financial Statements and Notes thereto included in our annual report on Form 10-K for the fiscal year ended December 31, 2011.

Forward-looking Statements

Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance that are not historical facts 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," "expect(s)," "estimate(s)," "project(s)," "positioned," "strategy," "outlook" and similar expressions. Additionally, statements concerning future matters, such as the development of new products, enhancements of technologies, sales levels and operating results and other statements regarding matters that are not historical facts are forward-looking statements. Accordingly, all such forward-looking statements involve estimates and assumptions that are subject to risks, uncertainties and other factors that could cause our 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 risk, uncertainties and other factors discussed throughout this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, including those described in Item 1-A - Risk Factors of our Annual Report on Form 10-K. Among the key factors that could cause our actual results to differ materially from those projected in our forward-looking statements, include our ability to:

• continually develop and offer new products and services that are commercially successful;

• successfully compete and maintain the pricing of products and services;

• maintain our revenue and profitability during periods of adverse economic and business conditions;

• successfully acquire new products, services, and technologies through additional acquisitions;

• successfully procure our products and supplies from our existing supply chain;

• successfully secure and deploy capital;

• satisfy our debt obligations; and

• the additional risks and other factors described under the caption "Risk Factors" under Item 1A of the Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission on February 29, 2012.

Because the factors referred to above could cause our 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 of this Quarterly Report on Form 10-Q, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after such date.

OVERVIEW

Revenues for the three and six months ended June 30, 2012 were $949.3 million and $1,888.4 million, respectively, with net income attributable to the Company of $122.4 million and $255.0 million, respectively. Revenues for the three and six months ended June 30, 2011 were $941.1 million and $1,837.0 million, respectively, with net income attributable to the Company of $95.5 million and $189.2 million, respectively.

Our Business

We are a global life sciences company dedicated to helping our customers make scientific discoveries and applying those discoveries to ultimately improve the quality of life. 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:

• Capillary electrophoresis, SOLiDTM, and Ion TorrentTM 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 diagnostics.

• "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 the 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 biological research and drug discovery.

• Transfection reagents, which are widely used to transfer genetic elements into living cells enabling the study of protein function and gene regulation.

• PCR and Real Time PCR systems, 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 in the scale-up and manufacture of biological drugs at cGMP facilities.

• RNA Interference reagents, which enable scientists to selectively "turn off" genes in biology systems to gain insight into biological pathways.

The Company has modified its financial reporting from our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 into three new business groups to better reflect its internal organization and end markets. These business groups are Research Consumables, Genetic Analysis, and Applied Sciences. The Company's internal organization had previously been structured around its technology platforms of Molecular Biology Systems, Genetic Systems and Cell Systems. The Company has reclassified the historically presented business group revenue to conform to the current year presentation. The reclassification had no impact on previously reported consolidated results of operations or financial position.

The Research Consumables business group includes our molecular and cell biology reagents, endpoint PCR and other benchtop instruments and consumables. These products include RNAi, DNA synthesis, sample prep, transfection, cloning and protein expression profiling and protein analysis, cell culture media used in research, stem cells and related tools, cellular imaging products, antibodies and cell therapy related products.

The Applied Sciences business group includes our BioProduction, forensics and animal health and food safety reagent kits, CE and qPCR instruments that are used in applied markets applications and our medical sciences business which includes our molecular medicine products and services and transplant diagnostics.

CRITICAL ACCOUNTING POLICIES

Our critical accounting policies are those that require significant judgment. For additional information on our critical accounting policies, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, and for additional information on the recent accounting pronouncements impacting our business, see Note 1 of the Notes to Consolidated Financial Statements.

RESULTS OF OPERATIONS

Second Quarter of 2012 Compared to the Second Quarter of 2011

The following table compares revenues and gross profit for the second quarter of
2012 and 2011:



                               Three months ended
                                    June 30,               $ Increase/        % Increase/
 (in millions) (unaudited)     2012           2011         (Decrease)         (Decrease)
 Research Consumables        $   402.8       $ 397.8      $         5.0                  1 %
 Genetic Analysis                353.1         374.9              (21.8 )               (6 )%
 Applied Sciences                193.6         168.4               25.2                 15 %
 Corporate and other              (0.2 )          -                (0.2 )               NM

 Total revenues              $   949.3       $ 941.1      $         8.2                  1 %

 Total gross profit          $   545.0       $ 524.6      $        20.4                  4 %
 Total gross profit %             57.4 %        55.7 %

Revenue

The Company's revenues increased by $8.2 million or 1% for the second quarter of 2012 compared to the second quarter of 2011. The increase in revenue was driven primarily by a $13.9 million net increase in volume and pricing and $3.0 million associated with acquisitions, partially offset by a net decrease of $4.3 million from royalties and settlements and product discontinuations and a $3.6 million decrease from divestiture activities. Foreign currency, net of hedging, did not have a material impact on period over period results. Volume and pricing relates to the impact on revenue due to existing and new product total unit sales as well as year over year change in unit pricing and its impact on gross revenue.

The Company operates our business under three business groups-Research Consumables, Genetic Analysis, and Applied Sciences. Revenue for the Research Consumables business group increased by $5.0 million or 1% in the second quarter of 2012 compared to the second quarter 2011. This increase was driven primarily by $5.1 million in net increase from volume, pricing, and royalties. Revenue for the Genetic Analysis business group decreased $21.8 million or 6% for the second quarter of 2012 compared to the second quarter of 2011. This decrease was driven primarily by a $21.2 million net decrease from volume, pricing, and royalties. In the second quarter of 2011, the Company launched a new instrument delayed by the Japan earthquake in the first quarter of 2011 driving the year over year change. Revenue for the Applied Sciences business group increased by $25.2 million or 15% for the second quarter of 2012 compared to the second quarter of 2011. This increase was driven primarily by $22.9 million in net increase from volume, pricing, and royalties and $3.0 million associated with acquisitions.

Changes in exchange rates of foreign currencies, especially in the euro, British pound, and Japanese yen, 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.

Gross Profit

Gross profit increased $20.4 million or 4% in the second quarter of 2012 compared to the second quarter of 2011. The increase in gross profit was primarily driven by an $18.1 million net increase from price, volume, and product mix, $3.5 million in favorable currency impacts, including the benefit from the termination of the cash flow hedge program, partially offset by a $2.2 million decrease in royalties and settlements and product discontinuations.

Operating Expenses

The following table compares operating expenses for the second quarter of 2012
and 2011:



                                                                   Three months ended June 30,
                                                          2012                                     2011
                                                                   As a                                     As a
                                            Operating          percentage of          Operating         percentage of          $ Increase/          % Increase/
(in millions) (unaudited)                    expense             revenues              expense            revenues             (Decrease)           (Decrease)
Operating Expenses:
Selling, general and administrative        $      266.0                    28 %      $     254.8                    27 %      $        11.2                    4 %

Selling, general and administrative

For the second quarter of 2012, selling, general and administrative expenses increased $11.2 million or 4% compared to the second quarter of 2011. This increase was driven primarily by a $13.5 million increase in compensation and benefits, a $5.7 million increase in purchased services, partially offset by $5.7 million of favorable currency impacts.

Research and development

For the second quarter of 2012, research and development expenses decreased $6.3 million or 7% compared to the second quarter of 2011. The decrease was primarily driven by a $4.3 million decrease in compensation and benefits, and a $2.9 million decrease in purchased services. The Company continues to invest in research and development programs, however as a percentage of revenue, the costs are down from the prior year as a result of the activities that have contributed to the reduction of overall overhead related costs year over year.

Business Integration Costs

Business integration costs for the second quarter of 2012 were $9.4 million, compared to $18.7 million for the second quarter of 2011. The expenses for both periods primarily include costs of integration and restructuring efforts for our acquisitions and divestitures activities.

Other Income (Expense)

Interest Income

Interest income was $0.5 million for the second quarter of 2012 compared to $1.2 million for the second quarter of 2011.

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 operations, acquisitions, debt repayment, stock repurchase programs and other activities.

Interest Expense

Interest expense was $29.2 million for the second quarter of 2012 compared to $42.8 million for the second quarter of 2011. The decrease in interest expense was primarily driven by lower debt balances driven by the payoff of the 2024 and 2025 Convertible Senior Notes in February 2012 and June 2011, respectively. The payoff of the 2024 Notes and 2025 Notes resulted in $7.3 million lower non-cash interest expense for the three months ended June 30, 2012 which was based on a bifurcation requirement, as prescribed by ASC Topic 470-20, Debt with Conversion and Other Options.

Other Expense, Net

Other expense, net, was $2.6 million for the second quarter of 2012 compared to $3.6 million for the same period of 2011. Included in the second quarter of 2012 and 2011 were foreign currency losses of $1.5 million and $1.6 million, net of hedging activities, respectively, driven by currency fluctuation in major currencies.

Provision for Income Taxes

The provision for income taxes as a percentage of pre-tax income from continuing operations was 20.3% for the second quarter of 2012 compared with 17.1% for the second quarter of 2011. The lower second quarter 2011 effective tax rate was primarily driven by lower 2011 pretax earnings. The second quarter 2012 effective tax rate of 20.3% was lower than the estimated rate for the year of 24.8% primarily due to tax benefits associated with the release of reserves for prior year uncertain tax positions due to a lapse of the statute of limitations. For a reconciliation of the effective rate, refer to "Results of Operations:
First Six Months of 2012 compared to First Six Months of 2011".

First Six Months of 2012 Compared to the First Six Months of 2011

The following table compares revenues and gross profit for the first six months
of 2012 and 2011:



                                 Six months ended
                                     June 30,               $ Increase/        % Increase/
 (in millions) (unaudited)     2012           2011          (Decrease)         (Decrease)
 Research Consumables        $   822.9      $   801.9      $        21.0                  3 %
 Genetic Analysis                708.8          708.1                0.7                  0 %
 Applied Sciences                355.1          324.2               30.9                 10 %
 Corporate and other               1.6            2.8               (1.2 )               NM

 Total revenues              $ 1,888.4      $ 1,837.0      $        51.4                  3 %

 Total gross profit          $ 1,098.3      $ 1,043.6      $        54.7                  5 %
 Total gross profit %             58.2 %         56.8 %

Revenue

The Company's revenues increased by $51.4 million or 3% for the first six months of 2012 compared to the first six months of 2011. The increase in revenue was driven primarily by a $39.5 million net increase in volume and pricing, an increase of $20.6 million in favorable currency impacts, which was primarily driven by the termination of the cash flow hedge program, and $3.0 million associated with acquisitions, partially offset by a net decrease of $7.3 million from royalties and settlements and product discontinuations and a $5.5 million decrease from divestiture activities. Volume and pricing relates to the impact on revenue due to existing and new product total unit sales as well as year over year change in unit pricing and its impact on gross revenue.

The Company operates our business under three business groups-Research Consumables, Genetic Analysis, and Applied Sciences. Revenue for the Research Consumables business group increased by $21.0 million or 3% in the first six months of 2012 compared to the first six months 2011. This increase was driven primarily by $11.1 in net increase from volume, pricing, and royalties, and $9.9 million in favorable currency impacts, including the benefit from the termination of the cash flow hedge program. Revenue for the Genetic Analysis business group increased $0.7 million for the first six months of 2012 compared to the first six months of 2011. This increase was driven primarily by $7.6 million in favorable foreign currency impacts, including the benefit from the termination of the cash flow hedge program, partially offset by a $7.0 million net decrease from volume, pricing, and royalties. Revenue for the Applied Sciences business group increased by $30.9 million or 10% for the first six months of 2012 compared to the first six months of 2011. This increase was driven primarily by $24.8 million in net increase from volume, pricing, and royalties, $3.2 million in favorable currency impacts, including the benefit from the termination of the cash flow hedge program, and $3.0 million associated with acquisitions.

Changes in exchange rates of foreign currencies, especially in the euro, British pound, and Japanese yen, 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.

Gross Profit

Gross profit increased $54.7 million or 5% in the first six months of 2012 compared to the first six months of 2011. The increase in gross profit was primarily driven by a $30.7 million net increase from price, volume, and product mix, $24.7 million in favorable currency impacts, including the benefit from the termination of the cash flow hedge program, and a $4.5 million decrease in purchased intangible amortization, partially offset by $5.2 million net decrease from royalties and settlements and product discontinuations.

Operating Expenses

The following table compares operating expenses for the first six months of 2012
and 2011:



                                                                   Six months ended June 30,
                                                         2012                                     2011
                                                                  As a                                     As a
                                            Operating         percentage of          Operating         percentage of          $ Increase/          % Increase/
(in millions) (unaudited)                    expense            revenues              expense            revenues             (Decrease)           (Decrease)
Operating Expenses:
Selling, general and administrative        $     519.4                    28 %      $     507.6                    28 %      $        11.8                    2 %

Selling, general and administrative

For the first six months of 2012, selling, general and administrative expenses increased $11.8 million or 2% compared to the first six months of 2011. This increase was driven primarily by a $10.9 million increase in compensation and benefits, a $9.8 million increase in purchased services, partially offset by $6.3 million of favorable currency impacts.

Research and development

For the first six months of 2012, research and development expenses decreased $10.5 million or 6% compared to the first six months of 2011. The decrease was primarily driven by a $9.7 million decrease in compensation and benefits. The Company continues to invest in research and development programs, however as a percentage of revenue, the costs are down from the prior year as a result of the activities that have contributed to the reduction of overall overhead related costs year over year.

Business Integration Costs

Business integration costs for the first six months of 2012 were $23.7 million, compared to $33.3 million for the first six months of 2011. The expenses for both periods primarily include costs of integration and restructuring efforts for our acquisitions and divestitures activities.

Other Income (Expense)

Interest Income

Interest income was $1.3 million for the first six months of 2012 compared to $2.0 million for the first six months of 2011.

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 operations, acquisitions, debt repayment, stock repurchase programs and other activities.

Interest Expense

Interest expense was $65.0 million for the first six months of 2012 compared to $85.9 million for the first six months of 2011. The decrease in interest expense was primarily driven by lower debt balances driven by the payoff of the 2024 and 2025 Convertible Senior Notes in February 2012 and June 2011, respectively, partially offset by $3.7 million charged as a result of the extinguishment of a line of credit during the six months ended June 30, 2012. The payoff of the 2024 and 2025 Notes resulted in $12.8 million lower non-cash interest expense for the six months ended June 30, 2012, which was based on a bifurcation requirement as prescribed by ASC Topic 470-20, Debt with Conversion and Other Options.

Other Expense, Net

Other expense, net, was $8.3 million for the first six months of 2012 compared to $4.9 million for the same period of 2011. Included in the first six months of 2012 was $5.3 million of charges associated with divestiture related activities. Included in the first six months of 2012 and 2011 were foreign currency losses of $1.2 million and $3.7 million, net of hedging activities, respectively, driven by currency fluctuation in major currencies.

Provision for Income Taxes

The provision for income taxes as a percentage of pre-tax income from continuing operations was 17.7% for the first six months of 2012 compared with 17.9% for the first six months of 2011. The first six months 2012 effective tax rate of 17.7% was lower than the estimated rate for the year of 24.8% primarily due to tax benefits associated with the Company's election to utilize the single sales factor for apportioning income to California and the release of reserves for uncertain tax positions.

The differences between the U.S. federal statutory tax rate and the Company's effective tax rate without the discrete items are as follows:

   Statutory U.S. federal income tax rate                               35.0  %
   State income tax                                                       1.1
   Foreign earnings taxed at non-U.S. rates                              (4.7 )
   Foreign earnings subject to tax holidays                              (2.4 )
   Benefits from intercompany financing                                  (1.6 )
   Deemed repatriation of foreign earnings, net of related benefits      (1.2 )
   Audit settlements                                                      0.5
   Credits and incentives                                                (3.2 )
   Valuation allowance                                                    0.3
   Non-deductible compensation & other adjustments                        1.0

   Annual effective income tax rate                                      24.8 %

LIQUIDITY AND CAPITAL RESOURCES . . .