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LIFE > SEC Filings for LIFE > Form 8-K/A on 2-Nov-2012All Recent SEC Filings

Show all filings for LIFE TECHNOLOGIES CORP



Results of Operations and Financial Condition, Financial Statements and


On November 2, 2012, Life Technologies Corporation, or the Company, issued an amended and revised earnings release regarding the Company's financial results for the period ended September 30, 2012. The full text of the Company's amended and revised earnings release is attached hereto as Exhibit 99.1.

Certain of the information set forth in the amended and revised press release may be considered non-GAAP financial measures. We regularly have reported non-GAAP results for net income and earnings per share in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The non-GAAP results exclude merger related non-cash items and other costs. Additionally, the discussion surrounding sales performance related to these results excludes the impact of currency fluctuations period over period and acquisitions to measure core sales growth. This growth rate is referred to as organic growth.

Our financial results under GAAP include substantial non-cash charges and tax benefits related to acquired businesses. Our non-GAAP calculations of net income and earnings per share are limited because they do not reflect the entirety of our business costs. However, management believes that the non-GAAP presentation is a useful supplemental disclosure to investors as it provides an indication of the profitability and cash flows of the combined businesses apart from the costs related to acquisitions. Also included in the non-GAAP results are certain business transformation cash expenses which management does not believe are indicative of profitability for ongoing business activities. Management believes that this information is therefore useful to investors in analyzing and assessing our past and future operating performance.

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

Acquisition related amortization, depreciation, contingent consideration revaluation and asset or liability remeasurements;

In process research and development expenses or impairments;

Acquisition and divestiture related gains and losses;

Intangible asset impairment charges related to acquisition portfolio review;

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

Certain personnel, benefits, travel and third party costs associated with ongoing acquisition and business transformation activities;

Certain costs associated with rebranding and marketing activities;

Charges associated with the early repayment of debt and non-cash interest expense associated with convertible debt bifurcation;

Certain significant one-time events, and the related compensation impact, that are unlikely to recur in the foreseeable future; and

Tax changes and benefits associated with the above exclusions.

Management views these costs as not indicative of the profitability or cash flows of its ongoing or future operations and excludes these costs as a supplemental disclosure to assist investors in evaluating and assessing our past and future operational performance. Management uses non-GAAP earnings as a primary indicator in planning and forecasting for future periods, including trending the Company's core performance period over period. Management uses these non-GAAP earnings to prepare operating budgets and forecasts and uses these results to measure performance at a corporate level. The Company primarily uses non-GAAP earnings for evaluating management's performance for compensation purposes.

In accordance with General Instruction B.2 of Form 8-K, this information, including the financial results information included in Exhibit 99.1, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information and the financial information contained in such exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.


(d) Exhibits.

99.1 Life Technologies Corporation amended and revised press release, dated November 2, 2012.

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