10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

¨ 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 001-16789

ALERE INC.

(Exact name of registrant as specified in its charter)

DELAWARE	04-3565120
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

51 SAWYER ROAD, SUITE 200

WALTHAM, MASSACHUSETTS 02453

(Address of principal executive offices) (Zip code)

(781) 647-3900

(Registrant’s telephone number, including area code)

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    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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  x    No  ¨

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	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the registrant’s common stock, par value of $0.001 per share, as of August 6, 2012 was 80,721,665.

ALERE INC.

REPORT ON FORM 10-Q

For the Quarterly Period Ended June 30, 2012

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Readers can identify these statements by forward-looking words such as “may,” “could,” “should,” “would,” “intend,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue” or similar words. A number of important factors could cause actual results of Alere Inc. and its subsidiaries to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, the risk factors detailed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2011 and other risk factors identified herein or from time to time in our periodic filings with the Securities and Exchange Commission. Readers should carefully review these risk factors, and should not place undue reliance on our forward-looking statements. These forward-looking statements are based on information, plans and estimates at the date of this report. We undertake no obligation to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events or other changes.

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “we,” “us” and “our” refer to Alere Inc. and its subsidiaries.

TABLE OF CONTENTS

	PAGE
PART I. FINANCIAL INFORMATION		3
Item 1. Financial Statements		3
a) Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011		3
b) Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June  30, 2012 and 2011		4
c) Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011		5
d) Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011		6
e) Notes to Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		39
Item 3. Quantitative and Qualitative Disclosures About Market Risk		49
Item 4. Controls and Procedures		51
PART II. OTHER INFORMATION		51
Item 1. Legal Proceedings		51
Item 1A. Risk Factors		51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		52
Item 6. Exhibits		52
SIGNATURES		53

2

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ALERE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net product sales	$	463,425		$	398,805		$	939,212		$	806,048
Services revenue		233,855			163,575			426,289			331,127
Net product sales and services revenue		697,280			562,380			1,365,501			1,137,175
License and royalty revenue		3,237			4,805			6,145			12,474
Net revenue		700,517			567,185			1,371,646			1,149,649
Cost of net product sales		222,498			190,333			448,052			380,020
Cost of services revenue		120,559			82,495			211,419			167,211
Cost of net product sales and services revenue		343,057			272,828			659,471			547,231
Cost of license and royalty revenue		1,852			1,629			3,496			3,483
Cost of net revenue		344,909			274,457			662,967			550,714
Gross profit		355,608			292,728			708,679			598,935
Operating expenses:
Research and development		40,447			41,348			79,447			77,890
Sales and marketing		159,322			140,388			317,900			273,597
General and administrative		121,485			94,838			241,920			200,389
Total operating expenses		321,254			276,574			639,267			551,876
Operating income		34,354			16,154			69,412			47,059
Interest expense, including amortization of original issue discounts and deferred financing costs		(55,531	)		(68,562	)		(106,258	)		(106,867	)
Other income (expense), net		3,811			437			15,642			2,773
Loss before benefit for income taxes		(17,366	)		(51,971	)		(21,204	)		(57,035	)
Benefit for income taxes		(489	)		(42,736	)		(1,944	)		(47,066	)
Loss before equity earnings (losses) of unconsolidated entities, net of tax		(16,877	)		(9,235	)		(19,260	)		(9,969	)
Equity earnings (losses) of unconsolidated entities, net of tax		3,998			(207	)		7,410			804
Net loss		(12,879	)		(9,442	)		(11,850	)		(9,165	)
Less: Net income (loss) attributable to non-controlling interests		36			(40	)		(149	)		22
Net loss attributable to Alere Inc. and Subsidiaries		(12,915	)		(9,402	)		(11,701	)		(9,187	)
Preferred stock dividends		(5,279	)		(5,515	)		(10,588	)		(11,324	)
Preferred stock repurchase		—			10,248			—			23,936
Net income (loss) available to common stockholders	$	(18,194	)	$	(4,669	)	$	(22,289	)	$	3,425
Basic net income (loss) per common share	$	(0.23	)	$	(0.05	)	$	(0.28	)	$	0.04
Diluted net income (loss) per common share	$	(0.23	)	$	(0.05	)	$	(0.28	)	$	0.04
Weighted average shares-basic		80,375			85,703			80,307			85,536
Weighted average shares-diluted		80,375			85,703			80,307			87,032

The accompanying notes are an integral part of these consolidated financial statements.

3

ALERE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in thousands)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Net loss	$	(12,879	)	$	(9,442	)	$	(11,850	)	$	(9,165	)
Other comprehensive income (loss), before tax:
Changes in cumulative translation adjustment		(36,777	)		17,106			(838	)		38,621
Unrealized gains (losses) on available for sale securities		359			(104	)		790			(319	)
Unrealized gains (losses) on hedging instruments		(652	)		10,371			455			11,988
Minimum pension liability adjustment		4			118			(120	)		80
Other comprehensive income (loss), before tax		(37,066	)		27,491			287			50,370
Income tax provision related to items of other comprehensive income (loss)		—			3,993			—			4,612
Other comprehensive income (loss), net of tax		(37,066	)		23,498			287			45,758
Comprehensive income (loss)		(49,945	)		14,056			(11,563	)		36,593
Less: Comprehensive income (loss) attributable to non-controlling interests		36			(40	)		(149	)		22
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(49,981	)	$	14,096		$	(11,414	)	$	36,571

The accompanying notes are an integral part of these consolidated financial statements.

4

ALERE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except par value)

	June 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	303,739		$	299,173
Restricted cash		3,099			8,987
Marketable securities		863			1,086
Accounts receivable, net of allowances of $31,625 and $24,577 at June 30, 2012 and December 31, 2011, respectively		501,076			475,824
Inventories, net		316,897			320,269
Deferred tax assets		37,858			42,975
Receivable from joint venture, net		3,735			2,503
Prepaid expenses and other current assets		127,490			142,910
Total current assets		1,294,757			1,293,727
Property, plant and equipment, net		500,798			491,205
Goodwill		2,953,551			2,821,271
Other intangible assets with indefinite lives		53,169			69,546
Finite-lived intangible assets, net		1,904,722			1,785,925
Deferred financing costs, net, and other non-current assets		102,026			97,786
Receivable from joint venture, net of current portion		14,115			15,455
Investments in unconsolidated entities		90,071			85,138
Marketable securities		3,040			2,254
Deferred tax assets		11,206			10,394
Total assets	$	6,927,455		$	6,672,701
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	54,822		$	61,092
Current portion of capital lease obligations		5,350			6,083
Short-term debt		—			6,240
Accounts payable		162,850			155,464
Accrued expenses and other current liabilities		396,470			395,573
Total current liabilities		619,492			624,452
Long-term liabilities:
Long-term debt, net of current portion		3,489,050			3,267,451
Capital lease obligations, net of current portion		10,229			12,629
Deferred tax liabilities		436,247			380,700
Other long-term liabilities		181,409			153,398
Total long-term liabilities		4,116,935			3,814,178
Commitments and contingencies (Note 15)
Redeemable non-controlling interest		—			2,497
Stockholders’ equity:
Series B preferred stock, $0.001 par value (liquidation preference: $709,763 at June 30, 2012 and December 31, 2011); Authorized: 2,300 shares; Issued: 2,065 shares at June 30, 2012 and December 31, 2011; Outstanding: 1,774 shares at June 30, 2012 and December 31, 2011		606,468			606,468
Common stock, $0.001 par value; Authorized: 200,000 shares; Issued: 88,099 shares at June 30, 2012 and 87,647 shares at December 31, 2011; Outstanding: 80,420 shares at June 30, 2012 and 79,968 shares at December 31, 2011		88			88
Additional paid-in capital		3,295,662			3,324,710
Accumulated deficit		(1,498,492	)		(1,486,791	)
Treasury stock, at cost, 7,679 shares at June 30, 2012 and December 31, 2011		(184,971	)		(184,971	)
Accumulated other comprehensive loss		(29,982	)		(30,270	)
Total stockholders’ equity		2,188,773			2,229,234
Non-controlling interests		2,255			2,340
Total equity		2,191,028			2,231,574
Total liabilities and equity	$	6,927,455		$	6,672,701

The accompanying notes are an integral part of these consolidated financial statements.

5

ALERE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Six Months Ended June 30,
	2012			2011
Cash Flows from Operating Activities:
Net loss	$	(11,850	)	$	(9,165	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs		10,731			27,590
Depreciation and amortization		211,622			196,116
Non-cash charges for sale of inventories revalued at the date of acquisition		4,681			—
Non-cash stock-based compensation expense		8,242			11,989
Impairment of inventory		5			466
Impairment of long-lived assets		219			957
Impairment of intangible assets		—			2,935
(Gain) loss on sale of property, plant and equipment		(5,872	)		1,270
Gain on sales of marketable securities		—			(331	)
Equity earnings of unconsolidated entities, net of tax		(7,410	)		(804	)
Deferred income taxes		(27,400	)		(63,343	)
Other non-cash items		(883	)		(4,503	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net		(5,431	)		(3,641	)
Inventories, net		(4,412	)		(7,299	)
Prepaid expenses and other current assets		16,866			(36,052	)
Accounts payable		(14,247	)		13,524
Accrued expenses and other current liabilities		(366	)		17,721
Other non-current liabilities		(8,265	)		11,071
Net cash provided by operating activities		166,230			158,501
Cash Flows from Investing Activities:
Decrease in restricted cash		5,888			34
Purchases of property, plant and equipment		(69,461	)		(67,630	)
Proceeds from sale of property, plant and equipment		21,677			835
Proceeds from disposition of business		—			11,490
Cash paid for acquisitions, net of cash acquired		(310,240	)		(107,360	)
Cash received from sales of marketable securities		226			7,919
Cash received from equity method investments		6,556			490
Increase in other assets		(7,714	)		(32,101	)
Net cash used in investing activities		(353,068	)		(186,323	)
Cash Flows from Financing Activities:
Cash paid for financing costs		(2,013	)		(64,699	)
Cash paid for contingent purchase price consideration		(6,500	)		(24,707	)
Proceeds from issuance of common stock, net of issuance costs		8,697			17,829
Repurchase of preferred stock		—			(99,068	)
Proceeds from issuance of long-term debt		199,234			1,552,124
Payments on long-term debt		(29,884	)		(1,193,315	)
Net proceeds under revolving credit facilities		42,487			3,335
Payments on short-term debt		(6,240	)		—
Repurchase of common stock		—			(926	)
Cash paid for dividends		(10,646	)		(68	)
Excess tax benefits on exercised stock options		210			1,704
Principal payments on capital lease obligations		(3,319	)		(1,294	)
Other		(2,577	)		(10,349	)
Net cash provided by financing activities		189,449			180,566
Foreign exchange effect on cash and cash equivalents		1,955			2,612
Net increase in cash and cash equivalents		4,566			155,356
Cash and cash equivalents, beginning of period		299,173			401,306
Cash and cash equivalents, end of period	$	303,739		$	556,662

The accompanying notes are an integral part of these consolidated financial statements.

6

ALERE INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

(1) Basis of Presentation of Financial Information

The accompanying consolidated financial statements of Alere Inc. are unaudited. In the opinion of management, the unaudited consolidated financial statements contain all adjustments considered normal and recurring and necessary for their fair statement. Interim results are not necessarily indicative of results to be expected for the year. These interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these consolidated financial statements do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations, comprehensive income and cash flows. Our audited consolidated financial statements for the year ended December 31, 2011 included information and footnotes necessary for such presentation and were included in our Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission, or SEC, on February 29, 2012. These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2011.

Certain reclassifications of prior period amounts have been made to conform to current period presentation. These reclassifications had no effect on net income or equity.

Certain amounts presented may not recalculate directly, due to rounding.

(2) Cash and Cash Equivalents

We consider all highly-liquid cash investments with original maturities of three months or less at the date of acquisition to be cash equivalents. At June 30, 2012, our cash equivalents consisted of money market funds.

(3) Inventories

Inventories are stated at the lower of cost (first in, first out) or market and are comprised of the following (in thousands):

	June 30, 2012		December 31, 2011
Raw materials	$	99,034	$	92,844
Work-in-process		77,945		72,939
Finished goods		139,918		154,486
	$	316,897	$	320,269

(4) Stock-based Compensation

We recorded stock-based compensation expense in our consolidated statements of operations for the three and six months ended June 30, 2012 and 2011, respectively, as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Cost of sales	$	263		$	366		$	532		$	716
Research and development		856			1,191			1,627			2,136
Sales and marketing		913			1,209			1,830			2,168
General and administrative		2,336			3,415			4,253			6,969
		4,368			6,181			8,242			11,989
Benefit for income taxes		(874	)		(1,304	)		(1,415	)		(2,590	)
	$	3,494		$	4,877		$	6,827		$	9,399

7

(5) Net Income (Loss) per Common Share

The following table sets forth the computation of basic and diluted net income (loss) per common share for the periods presented (in thousands, except per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Numerator:
Net loss	$	(12,879	)	$	(9,442	)	$	(11,850	)	$	(9,165	)
Preferred stock dividends		(5,279	)		(5,515	)		(10,588	)		(11,324	)
Preferred stock repurchase		—			10,248			—			23,936
Less: Net income (loss) attributable to non-controlling interest		36			(40	)		(149	)		22
Net income (loss) available to common stockholders	$	(18,194	)	$	(4,669	)	$	(22,289	)	$	3,425
Denominator:
Weighted-average common shares outstanding — basic		80,375			85,703			80,307			85,536
Effect of dilutive securities:
Stock options		—			—			—			1,253
Warrants		—			—			—			131
Potentially issuable shares of common stock associated with contingent consideration arrangements		—			—			—			112
Weighted-average common shares outstanding — diluted		80,375			85,703			80,307			87,032
Basic net income (loss) per common share attributable to Alere Inc. and Subsidiaries	$	(0.23	)	$	(0.05	)	$	(0.28	)	$	0.04
Diluted net income (loss) per common share attributable to Alere Inc. and Subsidiaries	$	(0.23	)	$	(0.05	)	$	(0.28	)	$	0.04

For the three and six months ended June 30, 2012, anti-dilutive shares of 13.8 million and 13.9 million, respectively, were excluded from the computations of diluted net income (loss) per common share. For the three and six months ended June 30, 2011, anti-dilutive shares of 15.7 million and 14.5 million, respectively, were excluded from the computations of diluted net income (loss) per common share.

(6) Stockholders’ Equity and Non-controlling Interests

(a) Preferred Stock

For the three and six months ended June 30, 2012, Series B preferred stock dividends amounted to $5.3 million and $10.6 million, respectively, and for the three and six months ended June 30, 2011, Series B preferred stock dividends amounted to $5.5 million and $11.3 million, respectively, which reduced earnings available to common stockholders for purposes of calculating net income (loss) per common share for each of the respective periods. As of June 30, 2012, $5.3 million Series B preferred stock dividends were accrued. As of July 16, 2012, payments have been made covering all dividend periods through June 30, 2012.

The Series B preferred stock dividends for the three and six months ended June 30, 2012 were paid in cash. The Series B preferred stock dividends for the three and six months ended June 30, 2011 were paid in additional shares of Series B preferred stock.

(b) Share Repurchases

During the first quarter of 2011, we repurchased in the open market and privately-negotiated transactions 183,000 shares of our Series B preferred stock, which were convertible into approximately 1.1 million shares of our common stock, at a cost of approximately $49.4 million, which we paid in cash. The repurchase of the preferred stock at an average cost of $269.84 per preferred share, an amount less than the weighted average fair value of the preferred shares at issuance, resulted in the allocation of $13.7 million of income attributable to common stockholders. Also during the first quarter of 2011, under this same authorization, we completed this repurchase program by repurchasing 16,700 shares of our common stock at a cost of approximately $0.6 million, which we paid in cash.

During the second quarter of 2011, we repurchased in the open market and privately-negotiated transactions, 174,788 shares of our Series B preferred stock, which were convertible into approximately 1.0 million shares of our common stock, at a cost of approximately $49.7 million, which we paid in cash. Also during the second quarter of 2011 and pursuant to the same repurchase program, we repurchased 8,300 shares of our common stock at a cost of approximately $0.3 million, which we paid in cash. The repurchase of the preferred stock at an average cost of $284.28 per preferred share, an amount less than the weighted average fair value of the preferred shares at issuance, resulted in the allocation of $10.2 million of income attributable to common stockholders.

8

(c) Changes in Stockholder’s Non-Controlling Interests

A summary of the changes in stockholders’ equity and non-controlling interests comprising total equity for the six months ended June 30, 2012 and 2011 is provided below (in thousands):

	Six Months Ended June 30,
	2012									2011
	Total Stockholders’ Equity			Non- controlling Interest			Total Equity			Total Stockholders’ Equity			Non- controlling Interest			Total Equity
Equity, beginning of period	$	2,229,234		$	2,340		$	2,231,574		$	2,575,038		$	2,688		$	2,577,726
Issuance of common stock and warrants in connection with acquisitions		—			—			—			1,000			—			1,000
Exercise of common stock options, warrants and shares issued under employee stock purchase plan		8,697			—			8,697			17,829			—			17,829
Repurchase of common stock		—			—			—			(926	)		—			(926	)
Repurchase of preferred stock		—			—			—			(99,068	)		—			(99,068	)
Preferred stock dividends		(10,646	)		—			(10,646	)		(68	)		—			(68	)
Stock-based compensation related to grants of common stock options		8,242			—			8,242			11,989			—			11,989
Excess tax benefits on exercised stock options		(261	)		—			(261	)		1,704			—			1,704
Purchase of subsidiary shares from non-controlling interests		(35,079	)		—			(35,079	)		—			—			—
Non-controlling interest from acquisitions		—			—			—			—			2,500			2,500
Dividend relating to non-controlling interest		—			—			—			—			(270	)		(270	)
Net income (loss)		(11,701	)		(85	)		(11,786	)		(9,187	)		22			(9,165	)
Total other comprehensive income		287			—			287			45,758			—			45,758
Equity, end of period	$	2,188,773		$	2,255		$	2,191,028		$	2,544,069		$	4,940		$	2,549,009

The following table presents a summary of the changes in redeemable non-controlling interest recorded in the mezzanine section of the balance sheet for the six months ended June 30, 2012. There was no redeemable non-controlling interest during the six months ended June 30, 2011 (in thousands):

	Six Months Ended June 30, 2012
Redeemable non-controlling interest, beginning of period	$	2,497
Purchase of subsidiary shares from non-controlling interest		(2,433	)
Net loss		(64	)
Redeemable non-controlling interest, end of period	$	—

(7) Business Combinations

Acquisitions are accounted for using the acquisition method and the acquired companies’ results have been included in the accompanying consolidated financial statements from their respective date of acquisition. During the three and six months ended June 30, 2012, we expensed acquisition-related costs of $3.8 million and $5.3 million, respectively, in general and administrative expense. During the three and six months ended June 30, 2011, we expensed acquisition-related costs of $1.4 million and $3.3 million, respectively, in general and administrative expense.

Our business acquisitions have historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, based on our expectations of synergies by combining the businesses. These synergies include elimination of redundant facilities, functions and staffing; use of our existing commercial infrastructure to expand sales of the acquired businesses’ products; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand product sales.

9

Net assets acquired are recorded at their fair value and are subject to adjustment upon finalization of the fair value analysis. We are not aware of any information that indicates the final fair value analysis will differ materially from the preliminary estimates. Determination of the estimated useful lives of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with finite lives is recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows. We amortize our finite-lived intangible assets based on patterns on which the respective economic benefits are expected to be realized.

(a) Acquisitions in 2012

(i) eScreen

On April 2, 2012, we acquired eScreen, Inc., or eScreen, headquartered in Overland Park, Kansas, a technology-enabled provider of employment screening solutions for hiring and maintaining healthier and more efficient workforces. The preliminary aggregate purchase price was approximately $316.6 million, which consisted of $272.1 million in cash and a contingent consideration obligation with an aggregate acquisition date fair value of $44.5 million. Included in our consolidated statements of operations for the three and six months ended June 30, 2012 is revenue totaling approximately $40.7 million related to eScreen. The operating results of eScreen are included in our professional diagnostics reporting unit and business segment. The amount allocated to goodwill from this acquisition is not deductible for tax purposes.

(ii) Other acquisitions in 2012

During the six months ended June 30, 2012, we acquired the following businesses for a preliminary aggregate purchase price of $32.8 million, which included cash payments totaling $31.8 million and a contingent consideration obligation with an aggregate acquisition date fair value of $1.0 million.

• Reatrol Comercializacao De Produtos De Saude, LDA, subsequently renamed Alere Lda, located in Vila Nova de Gaia, Portugal, a distributor of products for drugs of abuse testing (Acquired January 2012)

• Kullgren Holding AB, or Kullgren, located in Gensta, Sweden, a company that manufactures and distributes high quality intimacy and pharmaceutical products (Acquired February 2012)

• Wellogic ME FZ-LLC, or Wellogic UAE, located in Dubai, United Arab Emirates, a company that provides development services to Alere Wellogic, LLC, which acquired the assets of Method Factory, Inc. (d/b/a Wellogic), or Wellogic, in December 2011 (Acquired February 2012)

• certain assets, primarily including customer and patient lists, of AmMed Direct LLC, or AmMed, located near Nashville, Tennessee, a privately-owned mail-order provider of home-diabetes testing products and supplies (Acquired March 2012)

The operating results of Alere Lda and AmMed are included in our professional diagnostics reporting unit and business segment. The operating results of Wellogic UAE are included in our health management reporting unit and business segment. The operating results of Kullgren are included in our consumer diagnostics reporting unit and business segment.

Our consolidated statements of operations for the three and six months ended June 30, 2012 included revenue totaling approximately $10.6 million and $11.9 million, respectively, related to these businesses. Goodwill has been recognized in all of the acquisitions and amounted to approximately $10.2 million. Goodwill related to the acquisition of AmMed, which totaled $7.5 million, is deductible for tax purposes. The goodwill related to the remaining 2012 acquisitions is not deductible for tax purposes.

10

A summary of the preliminary fair values of the net assets acquired for the acquisitions consummated during the six months ended June 30, 2012 is as follows (in thousands):

	eScreen		Other		Total
Current assets (1)	$	32,858	$	2,177	$	35,035
Property, plant and equipment		5,664		1,552		7,216
Goodwill		165,832		10,228		176,060
Intangible assets		221,000		26,875		247,875
Other non-current assets		480		—		480
Total assets acquired		425,834		40,832		466,666
Current liabilities		22,658		1,721		24,379
Non-current liabilities		86,558		6,330		92,888
Total liabilities assumed		109,216		8,051		117,267
Net assets acquired		316,618		32,781		349,399
Less:
Contingent consideration		44,500		1,000		45,500
Cash paid	$	272,118	$	31,781	$	303,899

(1) Includes cash acquired of approximately $2.0 million.

The following are the intangible assets acquired and their respective fair values and weighted-average useful lives (dollars in thousands):

	eScreen		Other		Total		Weighted- average Useful Life
Core technology and patents	$	93,200	$	8,403	$	101,603		22.3 years
Trademarks and trade names		17,300		530		17,830		19.5 years
Customer relationships		95,500		17,942		113,442		20.4 years
Other		15,000		—		15,000		10.0 years
Total intangible assets	$	221,000	$	26,875	$	247,875

(b) Acquisitions in 2011

During 2011, we acquired the following businesses for a preliminary aggregate purchase price of $787.4 million, which included cash payments totaling $603.7 million, 831,915 shares of our common stock with an acquisition date fair value of $16.2 million, a previously-held investment with a fair value totaling $113.2 million, contingent consideration obligations with an aggregate acquisition date fair value of $48.7 million, deferred purchase price consideration with an acquisition date fair value of $4.2 million and a fair value of $1.5 million in debt forgiveness.

• 90% interest in BioNote, Inc., or BioNote, headquartered in South Korea, a manufacturer of diagnostic products for the veterinary industry (Acquired January 2011). We previously owned a 10% interest in BioNote.

• assets, including domain name, of Pregnancy.org, LLC, or Pregnancy.org, a U.S.-based company providing a website for preconception, pregnancy and newborn care content, tools and sharing (Acquired January 2011)

• Home Telehealth Limited, subsequently renamed Alere Connected Health Limited, or Alere Connected Health, located in Cardiff, Wales, a company that focuses on delivering integrated, comprehensive services and programs to health and social care providers and insurers (Acquired February 2011)

• Bioeasy Diagnostica Ltda., or Bioeasy, located in Belo Horizonte, Brazil, a company that markets and sells rapid diagnostic tests and systems for laboratory diagnosis, prevention and monitoring of immunological diseases and fertility (Acquired March 2011)

• 80.92% interest in Standing Stone, Inc., or Standing Stone, located in Westport, Connecticut, a company that focuses on disease state management by enhancing the quality of care provided to patients who require long-term therapy for chronic disease management (Acquired May 2011). During May 2012, we acquired the remaining 19.08% interest in Standing Stone.

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• certain assets, rights, liabilities and properties of Drug Detection Devices, Inc., or 3DL, located in Alpharetta, Georgia, a distributor that promotes, markets, distributes and sells drugs of abuse diagnostic products, including consumables, point-of-care diagnostic kits and related products and services (Acquired July 2011)

• Colibri Medical AB, or Colibri, located in Helsingborg, Sweden, a distributor of point-of-care drugs of abuse diagnostic products primarily to the Scandinavian marketplace (Acquired July 2011)

• Laboratory Data Systems, Inc., or LDS, located in Tampa, Florida, a provider of healthcare software products, services, consulting and solutions (Acquired August 2011)

• certain assets, liabilities and properties of Abatek Medical LLC, or Abatek, located in Dover, New Hampshire, a distributor that promotes, markets, distributes and sells drugs of abuse diagnostic products, including consumables, point-of-care diagnostic kits and related products and services (Acquired September 2011)

• Forensics Limited, or ROAR, located in Worcestershire, United Kingdom, a company that provides forensic quality toxicology services across the United Kingdom (Acquired September 2011)

• Mahsan Diagnostika Vertriebsgesellschaft mbH, or Mahsan, located in Reinbek, Germany, a distributor of in vitro diagnostic drugs of abuse products primarily to the German marketplace (Acquired October 2011)

• Avee Laboratories Inc. and related companies, which we refer to collectively as Avee, located in Tampa, Florida, a privately-owned provider of drug testing services in the field of pain management (Acquired October 2011)

• Medical Automation Systems Inc., or MAS, located in Charlottesville, Virginia, a provider of network-based software solutions for point-of-care testing (Acquired October 2011)

• Axis-Shield plc, or Axis-Shield, located in Dundee, Scotland, a U.K. publicly traded company focused on the development and manufacture of in vitro diagnostic tests for use in clinical laboratories and at the point of care (Acquired November 2011)

• certain assets and properties of 1 Medical Distribution, Inc., or 1 Medical, located in Worthington, Ohio, a distributor that promotes, markets, distributes and sells drugs of abuse diagnostic products, including consumables, point-of-care diagnostic kits and related products and services (Acquired November 2011)

• Arriva Medical LLC, or Arriva, located in Coral Springs, Florida, a privately-owned mail-order provider of home-diabetes testing products and supplies (Acquired November 2011)

• Wellogic, headquartered in Waltham, Massachusetts, a provider of software solutions designed to connect the healthcare community (Acquired December 2011)

The operating results of BioNote, Bioeasy, 3DL, Colibri, LDS, Abatek, ROAR, Mahsan, Avee, MAS, Axis-Shield, 1 Medical and Arriva are included in our professional diagnostics reporting unit and business segment. The operating results of Pregnancy.org, Alere Connected Health, Standing Stone and Wellogic are included in our health management reporting unit and business segment.

Our consolidated statements of operations for the three and six months ended June 30, 2011 included revenue totaling approximately $6.7 million and $9.7 million, respectively, related to these businesses. Goodwill has been recognized in all of the acquisitions, with the exception of 1 Medical, and amounted to approximately $363.0 million. Goodwill related to the acquisitions of Pregnancy.org, 3DL, Abatek, LDS and Wellogic, which totaled $32.3 million, is expected to be deductible for tax purposes. The goodwill related to the remaining 2011 acquisitions is not expected to be deductible for tax purposes.

12

A summary of the preliminary fair values of the net assets acquired for the acquisitions consummated in 2011 is as follows (in thousands):

Current assets (1)	$	134,120
Property, plant and equipment		68,474
Goodwill		363,039
Intangible assets		416,624
Other non-current assets		27,679
Total assets acquired		1,009,936
Current liabilities		90,209
Non-current liabilities		129,810
Total liabilities assumed		220,019
Less:
Fair value of non-controlling interest		2,500
Net assets acquired		787,417
Less:
Fair value of previously-held equity investment		113,168
Contingent consideration		48,685
Fair value of common stock issued		16,183
Loan forgiveness		1,489
Deferred purchase price consideration		4,170
Cash paid	$	603,722

(1) Includes cash acquired of approximately $23.2 million.

The following are the intangible assets acquired and their respective fair values and weighted-average useful lives (dollars in thousands):

	Amount		Weighted- Average Useful Life
Core technology and patents	$	76,659		10.1 years
Database		64		3.0 years
Trademarks and trade names		14,197		10.1 years
Customer relationships		243,725		12.3 years
Non-compete agreements		8,306		5.3 years
Software		7,400		10.9 years
Other		7,767		15.6 years
In-process research and development		58,506		N/A
Total intangible assets	$	416,624

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(c) Restructuring Plans of Acquisitions

In connection with several of our acquisitions consummated during 2008 and prior, we initiated integration plans to consolidate and restructure certain functions and operations, including the costs associated with the termination of certain personnel of these acquired entities and the closure of certain of the acquired entities’ leased facilities. These costs have been recognized as liabilities assumed in connection with the acquisition of these entities and are subject to potential adjustments as certain exit activities are refined. The following table summarizes the liabilities established for exit activities related to these acquisitions and the total exit costs incurred since inception of each plan (in thousands):

	Balance at December 31, 2011		Adjustments to the Reserve (1)			Amounts Paid			Balance at June 30, 2012		Exit Costs Since Inception
Acquisition of Matria Healthcare, Inc.:
Severance-related costs	$	68	$	—		$	—		$	68	$	13,664
Facility costs		395		(111	)		(71	)		213		4,674
Total costs for Matria Healthcare, Inc.		463		(111	)		(71	)		281		18,338
Acquisition of Cholestech Corporation:
Severance-related costs		—		—			—			—		5,845
Facility costs		1,304		—			(112	)		1,192		2,732
Total costs for Cholestech Corporation		1,304		—			(112	)		1,192		8,577
Total costs for all plans	$	1,767	$	(111	)	$	(183	)	$	1,473	$	26,915

(1) These adjustments resulted in a change in the aggregate purchase price and related goodwill for each related acquisition.

Of the total $1.5 million liability outstanding as of June 30, 2012, $0.5 million is included in accrued expenses and other current liabilities and $1.0 million is included in other long-term liabilities.

Although we believe our plans and estimated exit costs for our acquisitions are reasonable, actual spending for exit activities may differ from current estimated exit costs.

(8) Restructuring Plans

The following table sets forth aggregate restructuring charges recorded in our consolidated statements of operations for the three and six months ended June 30, 2012 and 2011 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Statement of Operations Caption	2012		2011		2012		2011
Cost of net revenue	$	25	$	880	$	989	$	2,230
Research and development		14		416		638		434
Sales and marketing		200		1,862		1,027		2,874
General and administrative		1,126		7,140		4,239		10,959
Total operating expenses		1,365		10,298		6,893		16,497
Interest expense, including amortization of original issue discounts and deferred financing costs		50		73		110		122
Equity earnings of unconsolidated entities, net of tax		—		142		—		335
Total charges	$	1,415	$	10,513	$	7,003	$	16,954

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(a) 2012 Restructuring Plans

In 2012, management developed cost reduction efforts within our professional diagnostics business segment, including the integration of our businesses in Brazil. Additionally, management developed new plans to continue our efforts to reduce costs within our health management business segment. The following table summarizes the restructuring activities related to our 2012 restructuring plans for the three and six months ended June 30, 2012 (in thousands):

	Three Months Ended June 30, 2012
	Professional Diagnostics		Health Management			Total
Severance-related costs	$	345	$	422		$	767
Facility and transition costs		—		125			125
Cash charges		345		547			892
Other non-cash charges		—		(5	)		(5	)
Total charges	$	345	$	542		$	887

	Six Months Ended June 30, 2012
	Professional Diagnostics		Health Management		Total
Severance-related costs	$	2,318	$	1,219	$	3,537
Facility and transition costs		—		125		125
Cash charges		2,318		1,344		3,662
Other non-cash charges		—		—		—
Total charges	$	2,318	$	1,344	$	3,662

We anticipate incurring approximately $0.2 million in additional costs under our 2012 restructuring plan related to our professional diagnostics business segment in Brazil and may develop additional plans over the remainder of 2012. As of June 30, 2012, $1.5 million in severance and exit costs remain unpaid.

(b) 2011 Restructuring Plans

In 2011, management executed a company-wide cost reduction plan, which impacted our corporate and other business segment, as well as the health management and professional diagnostics business segments. Management also developed plans within our professional diagnostics business segment to consolidate operating activities among certain of our European and Asia Pacific subsidiaries, including transferring the manufacturing of our Panbio products from Australia to our Standard Diagnostics facility in South Korea. Additionally, within our health management business segment, management executed plans to further reduce costs and improve efficiencies, as well as cease operations at our GeneCare Medical Genetics Center, Inc., or GeneCare, facility in Chapel Hill, North Carolina, and transfer the majority of our Quality Assured Services, Inc. operation in Orlando, Florida to our facility in Livermore, California. The following table summarizes the restructuring activities related to our 2011 restructuring plans for the three and six months ended June 30, 2012 and 2011 and since inception (in thousands):

Professional Diagnostics

	Three Months Ended June 30,				Six Months Ended June 30,				Since
	2012		2011		2012		2011		Inception
Severance-related costs	$	310	$	2,564	$	2,275	$	3,601	$	14,322
Facility and transition costs		85		—		734		—		1,095
Cash charges		395		2,564		3,009		3,601		15,417
Fixed asset and inventory impairments		—		92		134		616		793
Total charges	$	395	$	2,656	$	3,143	$	4,217	$	16,210

15

Health Management

	Three Months Ended June 30,					Six Months Ended June 30,					Since
	2012			2011		2012			2011		Inception
Severance-related costs	$	—		$	945	$	—		$	2,192	$	2,254
Facility and transition costs		(3	)		3,807		(89	)		3,807		6,252
Other exit costs		19			—		44			—		138
Cash charges		16			4,752		(45	)		5,999		8,644
Fixed asset and inventory impairments		85			804		85			804		949
Intangible asset impairments		—			—		—			2,935		2,935
Other non-cash charges		—			812		—			812		761
Total charges	$	101		$	6,368	$	40		$	10,550	$	13,289

Corporate and Other

	Three Months Ended June 30,				Six Months Ended June 30,				Since
	2012		2011		2012		2011		Inception
Severance-related costs	$	9	$	1,048	$	26	$	1,048	$	1,219
Cash charges		9		1,048		26		1,048		1,219
Fixed asset and inventory impairments		—		2		—		2		3
Total charges	$	9	$	1,050	$	26	$	1,050	$	1,222

We anticipate incurring approximately $2.9 million in additional costs under these plans related to our professional diagnostics business segment, primarily related to severance and facility exit costs, and may also incur impairment charges on assets as plans are finalized. We anticipate incurring approximately $1.0 million in additional costs under these plans related to our health management business segment, primarily related to facility lease obligations through 2014. As of June 30, 2012, $3.0 million in cash charges remain unpaid.

(c) 2010 and 2008 Restructuring Plans

In 2010, management developed several plans to reduce costs and improve efficiencies within our health management and professional diagnostics business segments. In May 2008, management decided to close our facility located in Bedford, England and initiated steps to cease operations at this facility and transition the manufacturing operations principally to our manufacturing facilities in Shanghai and Hangzhou, China. Additionally in 2008, management developed and initiated plans to transition the businesses of Cholestech to our San Diego, California facility. The following table summarizes the restructuring activities related to these restructuring plans for the three and six months ended June 30, 2012 and 2011 and since inception (in thousands):

Professional Diagnostics

	Three Months Ended June 30,				Six Months Ended June 30,				Since
	2012		2011		2012		2011		Inception
Severance-related costs	$	—	$	43	$	—	$	78	$	8,897
Facility and transition costs		76		181		150		563		8,462
Other exit costs		17		37		36		46		4,454
Cash charges		93		261		186		687		21,813
Fixed asset and inventory impairments		—		—		—		—		10,309
Total charges	$	93	$	261	$	186	$	687	$	32,122

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Health Management

	Three Months Ended June 30,					Six Months Ended June 30,					Since
	2012			2011		2012			2011		Inception
Severance-related costs	$	—		$	—	$	—		$	—	$	4,647
Facility and transition costs		(84	)		—		(84	)		39		2,392
Other exit costs		14			36		30			76		318
Cash charges		(70	)		36		(54	)		115		7,357
Fixed asset and inventory impairments		—			—		—			—		165
Total charges	$	(70	)	$	36	$	(54	)	$	115	$	7,522

We anticipate incurring an additional $1.6 million in facility lease obligation charges related to the Cholestech plan through 2017 and do not anticipate incurring significant additional charges under the other plans. As of June 30, 2012, $1.2 million in facility related costs remain unpaid.

In addition to the restructuring charges discussed above, certain charges associated with the Bedford facility closure were borne by SPD, our 50/50 joint venture with the Procter & Gamble Company, or P&G. Of the restructuring charges recorded by SPD, 50% has been included in equity earnings of unconsolidated entities, net of tax, in our consolidated statement of operations. The following table summarizes the 50% portion of the restructuring charges borne by SPD and included in equity earnings of unconsolidated entities, net of tax, for the three and six months ended June 30, 2011 and since inception (in thousands):

	Three Months Ended June 30, 2011		Six Months Ended June 30, 2011		Since Inception
Severance-related costs	$	19	$	30	$	5,797
Facility and transition costs		123		233		5,396
Other exit costs		—		—		283
Cash charges		142		263		11,476
Fixed asset and inventory impairments		—		72		4,635
Total charges included in equity earnings of unconsolidated entities, net of tax	$	142	$	335	$	16,111

We do not anticipate incurring significant additional restructuring charges under this plan.

(e) Restructuring Reserves

The following table summarizes our restructuring reserves related to the plans described above, of which $4.3 million is included in accrued expenses and other current liabilities and $1.4 million is included in other long-term liabilities on our consolidated balance sheets (in thousands):

	Severance- related Costs			Facility and Transition Costs			Other Exit Costs			Total
Balance, December 31, 2011	$	3,380		$	5,215		$	593		$	9,188
Cash charges		5,838			836			110			6,784
Payments		(6,827	)		(3,030	)		(122	)		(9,979	)
Currency adjustments		(248	)		(3	)		—			(251	)
Balance, June 30, 2012	$	2,143		$	3,018		$	581		$	5,742

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(9) Long-term Debt

We had the following long-term debt balances outstanding (in thousands):

	June 30, 2012			December 31, 2011
A term loans (1)	$	901,563		$	917,188
B term loans		918,063			922,688
Incremental B-1 term loans		248,750			250,000
Incremental B-2 term loans		197,587			—
Secured credit facility revolving line-of-credit		47,500			—
3% Senior subordinated convertible notes		150,000			150,000
9% Senior subordinated notes		392,063			391,233
7.875% Senior notes		246,081			245,621
8.625% Senior subordinated notes		400,000			400,000
Other lines-of-credit		12,416			19,603
Other		29,849			32,210
		3,543,872			3,328,543
Less: Current portion		(54,822	)		(61,092	)
	$	3,489,050		$	3,267,451

(1) Includes “A” term loans and “Delayed-Draw” term loans under our secured credit facility.

In connection with our significant long-term debt issuances, we recorded interest expense, including amortization and write-offs of deferred financing costs and original issue discounts, in our consolidated statements of operations for the three and six months ended June 30, 2012 and 2011, respectively, as follows (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
Secured credit facility(1)	$	27,097	$	220		$	49,948	$	220
Former secured credit facility(2)		—		42,203	(3)		—		54,257	(3)
3% Senior subordinated convertible notes		1,246		1,250			2,492		2,496
9% Senior subordinated notes		10,363		9,738			20,717		19,468
7.875% Senior notes		5,755		5,369			11,513		10,734
8.625% Senior subordinated notes		9,275		8,919			18,549		17,827
	$	53,736	$	67,699		$	103,219	$	105,002

(1) Includes “A” term loans, including the “Delayed-Draw” term loans; “B” term loans; “Incremental B-1” term loans; “Incremental B-2” term loans; and revolving line of credit loans. For the three and six months ended June 30, 2012, the amount includes $1.3 million and $2.6 million, respectively, related to the amortization of fees paid for certain debt modifications.

(2) Includes loans under First Lien Credit Agreement and Second Lien Credit Agreement.

(3) Amount includes approximately $29.9 million recorded in connection with the termination of our former secured credit facility and related interest rate swap agreement, coupled with the amortization of fees paid for certain debt modifications.

The following summarizes the material terms of our secured credit facility that have changed significantly since December 31, 2011. All other terms of our secured credit facility as described in our Annual Report on Form 10-K for the year ended December 31, 2011, but omitted below, have not changed since that date.

On March 28, 2012, we and certain of our subsidiaries entered into a third amendment to the credit agreement that governs our secured credit facility, or the credit agreement. The third amendment provides for an additional term loan facility consisting of “Incremental B-2” term loans in the aggregate principal amount of $200.0 million and thereby increases the total amount of the credit available to us under the secured credit facility to $2.55 billion in aggregate principal amount, consisting of term loans in the aggregate principal amount of $2.3 billion and, subject to our continued compliance with the credit agreement, a $250.0 million revolving line of credit; the revolving line of credit continues to include a sublimit for the issuance of letters of credit. On March 28, 2012, we borrowed the entire $200.0 million principal amount of the “Incremental B-2” term loans.

18

Under the terms of the third amendment, we must repay the principal amount of the “Incremental B-2” term loans in twenty consecutive quarterly installments, beginning on June 30, 2012 (which installments we have paid in full) and continuing through March 31, 2017, in the amount of $0.5 million each, and a final installment on June 30, 2017 in the amount of $190.0 million; notwithstanding the foregoing, and subject to certain exceptions provided for in the credit agreement, in the event that any of our existing 3% senior subordinated convertible notes, 9% senior subordinated notes or 7.875% senior notes remain outstanding on the date that is six months prior to the relevant maturity date thereof, respectively, then the “Incremental B-2” term loans (as well as all other term loans and all revolving credit loans under the secured credit facility) shall instead mature in full on the relevant prior date. Otherwise, the terms and conditions, including the interest rates, that apply to the “Incremental B-2” term loans under the credit agreement are substantially the same as the terms and conditions, including the interest rates, that apply to the existing “B” term loans under the credit agreement.

(10) Derivative Financial Instruments

We manage our economic and transaction exposure to certain market-based risks through the use of derivative instruments. Our objective for holding derivative instruments has been to reduce volatility of net earnings and cash flows associated with changes in interest rates and foreign currency exchange rates. We do not hold or issue derivative financial instruments for speculative purposes.

(a) Interest Rate Risk

We used interest rate swap contracts in the management of our interest rate exposure related to our former secured credit facility. On June 30, 2011, we entered into a new secured credit facility and, in connection therewith, repaid in full all outstanding indebtedness under and terminated our former secured credit facility and related interest rate swaps.

(b) Foreign Currency Risk

In connection with our acquisition of Axis-Shield, we acquired a number of foreign currency forward contracts. The specific risk hedged in these contracts is the undiscounted foreign currency spot rate risk on forecasted foreign currency revenue. As of June 30, 2012 and December 31, 2011, the notional value of these contracts was approximately $1.9 million and CHF 1.2 million and $16.6 million and CHF 5.4 million, respectively. We report the effective portion of the gain or loss on a cash flow hedge as a component of other comprehensive income, and it is subsequently reclassified into net earnings in the period in which the hedged transaction affects net earnings or the forecasted transaction is no longer probable of occurring.

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The following tables summarize the fair value of our derivative instruments and the effect of derivative instruments on/in our accompanying consolidated balance sheets and consolidated statements of operations (in thousands):

Derivative Instruments	Balance Sheet Caption	Fair Value at June  30, 2012		Fair Value at December  31, 2011
Foreign currency forward contracts	Accrued expenses and other current liabilities	$	10	$	447

Derivative Instruments	Location of Gain (Loss) Recognized in Income	Amount of Loss  Recognized During the Three Months Ended June 30, 2012			Amount of Gain  Recognized During the Three Months Ended June 30, 2011
Foreign exchange forward contract	Other comprehensive income (loss)	$	(652	)	$	8
Interest rate swap contracts	Other comprehensive income (loss)		—			224
Total gain (loss)	Other comprehensive income (loss)	$	(652	)	$	232

Derivative Instruments	Location of Gain Recognized in Income	Amount of Gain  Recognized   During the Six   Months Ended June 30, 2012		Amount of Gain  Recognized   During the Six   Months Ended June 30, 2011
Foreign exchange forward contract	Other comprehensive income (loss)	$	455	$	8
Interest rate swap contracts	Other comprehensive income (loss)		—		1,841
Total gain	Other comprehensive income (loss)	$	455	$	1,849

(11) Fair Value Measurements

We apply fair value measurement accounting to value our financial assets and liabilities. Fair value measurement accounting provides a framework for measuring fair value under U.S. GAAP and requires expanded disclosures regarding fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

Described below are the three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities. Our Level 1 assets and liabilities include investments in marketable securities.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Our Level 2 assets and liabilities include foreign exchange forward contracts.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of the contingent consideration obligations related to our acquisitions is valued using Level 3 inputs.

The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands):

Description	June 30,  2012		Quoted Prices in Active  Markets (Level 1)		Significant Other Observable  Inputs (Level 2)		Unobservable Inputs (Level  3)
Assets:
Marketable securities	$	3,903	$	3,903	$	—	$	—
Total assets	$	3,903	$	3,903	$	—	$	—
Liabilities:
Foreign exchange forward contracts (1)	$	10	$	—	$	10	$	—
Contingent consideration obligations (2)		173,527		—		—		173,527
Total liabilities	$	173,537	$	—	$	10	$	173,527

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Description	December 31, 2011		Quoted Prices in Active  Markets (Level 1)		Significant Other Observable  Inputs (Level 2)		Unobservable Inputs (Level  3)
Assets:
Marketable securities	$	3,340	$	3,340	$	—	$	—
Total assets	$	3,340	$	3,340	$	—	$	—
Liabilities: Foreign exchange forward contracts (1)	$	447	$	—	$	447	$	—
Contingent consideration obligations (2)		140,047		—		—		140,047
Total liabilities	$	140,494	$	—	$	447	$	140,047

(1) The fair value of the foreign exchange forward contracts was measured using readily observable market inputs, such as quotations on forward foreign exchange points and foreign interest rates.

(2) The fair value measurements for our contingent consideration obligations relate to acquisitions completed after January 1, 2009 and are valued using Level 3 inputs. We determine the fair value of the contingent consideration obligations based on a probability-weighted approach derived from earn-out criteria estimates and a probability assessment with respect to the likelihood of achieving the various earn-out criteria. The measurement is based upon significant inputs not observable in the market. Significant increases (decreases) in any of these inputs in isolation could result in significantly higher (lower) fair value measurement. Changes in the fair value of these contingent consideration obligations are recorded as income or expense within operating income in our consolidated statements of operations.

Changes in the fair value of our Level 3 contingent consideration obligations during the six months ended June 30, 2012 were as follows (in thousands):

Fair value of contingent consideration obligations, January 1, 2012	$	140,047
Acquisition date fair value of contingent consideration obligations recorded		45,500
Foreign currency		89
Payments		(10,472	)
Present value accretion		9,052
Adjustments, net (income) expense		(10,689	)
Fair value of contingent consideration obligations, June 30, 2012	$	173,527

At June 30, 2012 and December 31, 2011, the carrying amounts of cash and cash equivalents, restricted cash, receivables, accounts payable and other current liabilities approximated their estimated fair values.

The carrying amount and estimated fair value of our long-term debt were $3.5 billion at June 30, 2012. The carrying amount and estimated fair value of our long-term debt were $3.3 billion at December 31, 2011. The estimated fair value of our long-term debt was determined using market sources that were derived from available market information (Level 2 in the fair value hierarchy) and may not be representative of actual values that could have been or will be realized in the future.

(12) Defined Benefit Pension Plan

Our subsidiary in England, Unipath Ltd., has a defined benefit pension plan established for certain of its employees. The net periodic benefit costs are as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Service cost	$	—		$	—		$	—		$	—
Interest cost		199			205			397			407
Expected return on plan assets		(153	)		(157	)		(305	)		(312	)
Amortization of prior service costs		104			108			208			214
Realized losses		—			—			—			—
Net periodic benefit cost	$	150		$	156		$	300		$	309

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(13) Financial Information by Segment

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision-making group is composed of the chief executive officer and members of senior management. Our reportable operating segments are Professional Diagnostics, Health Management, Consumer Diagnostics and Corporate and Other. Our operating results include license and royalty revenue which are allocated to Professional Diagnostics and Consumer Diagnostics on the basis of the original license or royalty agreement.

We evaluate performance of our operating segments based on revenue and operating income (loss). Segment information for the three and six months ended June 30, 2012 and 2011 is as follows (in thousands):

	Professional Diagnostics		Health Management			Consumer Diagnostics		Corporate and Other			Total
Three Months Ended June 30, 2012:
Net revenue	$	540,110	$	138,590		$	21,817	$	—		$	700,517
Operating income (loss)	$	63,251	$	(12,666	)	$	2,699	$	(18,930	)	$	34,354
Depreciation and amortization	$	83,413	$	24,065		$	1,178	$	244		$	108,900
Restructuring charge	$	817	$	539		$	—	$	9		$	1,365
Stock-based compensation	$	—	$	—		$	—	$	4,368		$	4,368
Three Months Ended June 30, 2011:
Net revenue	$	409,074	$	135,572		$	22,539	$	—		$	567,185
Operating income (loss)	$	49,304	$	(15,154	)	$	1,902	$	(19,898	)	$	16,154
Depreciation and amortization	$	72,343	$	27,329		$	1,320	$	149		$	101,141
Restructuring charge	$	2,880	$	6,368		$	—	$	1,050		$	10,298
Stock-based compensation	$	—	$	—		$	—	$	6,181		$	6,181
Six Months Ended June 30, 2012:
Net revenue	$	1,058,467	$	269,374		$	43,805	$	—		$	1,371,646
Operating income (loss)	$	133,430	$	(32,022	)	$	3,064	$	(35,060	)	$	69,412
Depreciation and amortization	$	160,881	$	47,839		$	2,437	$	465		$	211,622
Non-cash charge associated with acquired inventory	$	4,681	$	—		$	—	$	—		$	4,681
Restructuring charge	$	5,611	$	1,256		$	—	$	26		$	6,893
Stock-based compensation	$	—	$	—		$	—	$	8,242		$	8,242
Six Months Ended June 30, 2011:
Net revenue	$	824,886	$	278,635		$	46,128	$	—		$	1,149,649
Operating income (loss)	$	109,566	$	(27,087	)	$	5,263	$	(40,683	)	$	47,059
Depreciation and amortization	$	137,592	$	55,643		$	2,579	$	302		$	196,116
Restructuring charge	$	4,858	$	10,589		$	—	$	1,050		$	16,497
Stock-based compensation	$	—	$	—		$	—	$	11,989		$	11,989
Assets:
As of June 30, 2012	$	5,774,526	$	545,559		$	185,554	$	421,816		$	6,927,455
As of December 31, 2011	$	5,826,756	$	624,305		$	199,422	$	22,218		$	6,672,701

The following tables summarize our net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services for the three and six months ended June 30, 2012 and 2011 (in thousands):

Professional Diagnostics Segment

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Cardiology	$	125,597	$	132,854	$	264,423	$	262,709
Infectious disease		137,821		122,494		288,837		262,920
Toxicology		159,922		88,833		281,662		174,337
Diabetes		36,797		—		64,958		—
Other		76,736		60,034		152,442		114,034
Net product sales and services revenue		536,873		404,215		1,052,322		814,000
License and royalty revenue		3,237		4,859		6,145		10,886
Professional diagnostics net revenue	$	540,110	$	409,074	$	1,058,467	$	824,886

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Health Management Segment

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Disease and case management	$	54,512	$	61,222	$	107,894	$	122,677
Wellness		29,567		26,137		56,591		55,942
Women’s & children’s health		31,313		28,466		61,084		57,041
Patient self-testing services		23,198		19,747		43,805		42,975
Health management net revenue	$	138,590	$	135,572	$	269,374	$	278,635

(14) Related Party Transactions

In May 2007, we completed the formation of SPD, our 50/50 joint venture with P&G, for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products, outside the cardiology, diabetes and oral care fields. Upon completion of the arrangement to form the joint venture, we ceased to consolidate the operating results of our consumer diagnostic products business related to the joint venture and instead account for our 50% interest in the results of the joint venture under the equity method of accounting.

We had a net receivable from the joint venture of $3.7 million and $2.5 million as of June 30, 2012 and December 31, 2011, respectively. Included in the $3.7 million receivable balance as of June 30, 2012 is approximately $1.6 million of costs incurred in connection with our 2008 SPD-related restructuring plans. Included in the $2.5 million receivable balance as of December 31, 2011 is approximately $1.5 million of costs incurred in connection with our 2008 SPD-related restructuring plans. We have also recorded a long-term receivable totaling approximately $14.1 million and $15.5 million as of June 30, 2012 and December 31, 2011, respectively, related to the 2008 SPD-related restructuring plans. Additionally, customer receivables associated with revenue earned after the joint venture was completed have been classified as other receivables within prepaid and other current assets on our accompanying consolidated balance sheets in the amount of $7.0 million and $7.3 million as of June 30, 2012 and December 31, 2011, respectively. In connection with the joint venture arrangement, the joint venture bears the collection risk associated with these receivables. Sales to the joint venture under our manufacturing agreement totaled $14.5 million and $31.6 million during the three and six months ended June 30, 2012, respectively, and $16.3 million and $32.6 million during the three and six months ended June 30, 2011, respectively. Additionally, services revenue generated pursuant to the long-term services agreement with the joint venture totaled $0.3 million and $0.6 million during the three and six months ended June 30, 2012, respectively, and $0.3 million and $0.6 million during the three and six months ended June 30, 2011, respectively. Sales under our manufacturing agreement and long-term services agreement are included in net product sales and services revenue, respectively, in our accompanying consolidated statements of operations.

Under the terms of our product supply agreement, the joint venture purchases products from our manufacturing facilities in the U.K. and China. The joint venture in turn sells a portion of those tests back to us for final assembly and packaging. Once packaged, the tests are sold to P&G for distribution to third-party customers in North America. As a result of these related transactions, we have recorded $6.4 million and $8.9 million of trade receivables which are included in accounts receivable on our accompanying consolidated balance sheets as of June 30, 2012 and December 31, 2011, respectively, and $17.6 million and $19.3 million of trade accounts payable which are included in accounts payable on our accompanying consolidated balance sheets as of June 30, 2012 and December 31, 2011, respectively. During the six months ended June 30, 2012, we received $6.1 million in cash from SPD as a return of capital.

(15) Material Contingencies and Legal Settlements

(a) Legal Proceedings

We are not a party to any pending legal proceedings that we currently believe could have a material adverse impact on our sales, operations or financial performance. However, because of the nature of our business, we may be subject at any particular time to lawsuits or other claims arising in the ordinary course of our business, and we expect that this will continue to be the case in the future.

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(b) Acquisition-related Contingent Consideration Obligations

The following summarizes our principal contractual acquisition-related contingent consideration obligations as of June 30, 2012 that have changed significantly since December 31, 2011. Other acquisition-related contingent consideration obligations that were presented in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2011, but which are omitted below, represent those that have not changed significantly since that date.

• AmMed

With respect to AmMed, the terms of the acquisition agreement require us to pay an earn-out upon successfully meeting certain operational targets within six months of the acquisition date. The maximum amount of the earn-out payment is $2.0 million.

• Capital Toxicology

The initial terms of the acquisition agreement for Capital Toxicology, LLC, provided for an earn-out calculated based on the amount, if any, by which EBITDA derived from the acquired business exceeded specified targets during each of the calendar years 2011 and 2012. A portion of the earn-out for the 2011 calendar year totaling approximately $2.1 million was earned and accrued as of December 31, 2011. During the first quarter of 2012, the acquisition agreement was modified to base the earn-out on the excess of actual cash collections for 2011 sales over 2011 expenses rather than EBITDA. This new criteria resulted in an incremental $2.9 million accrual related to the earn-out for the 2011 calendar year based on cash collections through March 31, 2011. $4.1 million was paid in respect of the earn-out for the 2011 calendar year during the second quarter of 2012. An additional payment may be made based on incremental cash collections for 2011 sales received prior to August 31, 2012. The maximum potential remaining amount of the earn-out payments for both the 2011 and 2012 calendar years is approximately $11.9 million.

• eScreen

With respect to eScreen, the terms of the acquisition agreement require us to pay earn-outs upon successfully meeting certain financial targets during calendar years 2012 through 2014. The maximum amount of the earn-out payments is $70.0 million.

• Standing Stone

With respect to Standing Stone, the terms of the acquisition agreement require us to pay earn-outs and employee bonuses upon successfully meeting certain operational, product development and revenue targets during the period from the date of acquisition through calendar year 2013. A cash earn-out payment totaling approximately $5.5 million and employee bonus payments totaling approximately $0.3 million for the achievement of the first two milestones were made during the second quarter of 2012. The maximum remaining amount of the earn-out payments is approximately $5.5 million. The maximum remaining amount of the employee bonuses is $0.3 million.

(c) Acquisition-related Obligations

• Standing Stone

Under the terms of the acquisition agreement we acquired the remaining 19.08% of the issued and outstanding capital stock of Standing Stone, the holders of which were officers and employees of Standing Stone, in May 2012 for an aggregate purchase price of approximately $2.6 million.

(d) FDA Inspection and Office of Inspector General Subpoena

In March 2012, the Food & Drug Administration, or FDA, began an inspection of our San Diego facility related to our Alere Triage products. During the inspection, the FDA expressed concern about the alignment between certain aspects of our labeling for the Alere Triage products and the quality control release specifications that had been in effect prior to the inspection. As a result and as previously disclosed, we implemented two recalls of Alere Triage products during the second quarter of 2012. We also implemented interim quality control release specifications and agreed to implement final, tighter quality control release specifications by September 30, 2012. In June 2012, the FDA closed the inspection, and we received inspectional observations on FDA Form 483. We have provided the FDA with a written response to the 483 that describes proposed actions for resolving each of the inspectional observations. We have already completed a number of these actions and are working to implement the others. In addition, we are in the process of implementing product and process changes which we hope will ultimately improve manufacturing yield rates under both the interim release specifications, which we have been shipping against since early April 2012, and the final release specifications, which have not yet been determined. Because our average manufacturing yields under the interim release standards for certain Alere Triage meter-based products, most notably our cardiac panel and toxicology tests, have generally been lower than our average yields under previous standards, we have increased production substantially in order to increase the available supply of those products. These efforts have increased our manufacturing costs, and we expect that our costs will continue to increase as we prepare to meet the final release specifications due to be implemented by September 30, 2012. We expect to continue to experience supply constraints and increased manufacturing costs during the remainder of 2012 despite our increases in production.

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Also, in May 2012, we received a subpoena from the Office of Inspector General of the Department of Health and Human Services. The subpoena seeks documents relating primarily to the quality control testing and performance characteristics of Alere Triage products. We are cooperating with the government and are in the process of responding to the subpoena.

We are unable to predict when these matters will be resolved or what action, if any, the government will take in connection with these matters. Also, except for anticipated increases in manufacturing costs and decreased profitability for our Alere Triage products, we are unable to predict what impact, if any, these matters or ensuing proceedings, if any, will have on our financial condition, results of operations or cash flows.

(16) Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position, results of operations, comprehensive income or cash flows upon adoption.

Recently Adopted Standards

Effective January 1, 2012, we adopted Accounting Standards Update, or ASU, No. 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing for Goodwill Impairment, or ASU 2011-08. ASU 2011-08 allows an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step impairment test. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step impairment test is required; otherwise, no further testing is required. This update does not change the current guidance for testing other indefinite-lived intangible assets for impairment. The adoption of this standard did not have an impact on our financial position, results of operations, comprehensive income or cash flows.

Effective January 1, 2012, we adopted ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, or ASU 2011-05. ASU 2011-05 (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. This update does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented. Effective January 1, 2012, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, or ASU 2011-12. As these accounting standards only require enhanced disclosure, the adoption of these standards did not impact our financial position, results of operations, comprehensive income or cash flows.

Effective January 1, 2012, we adopted ASU No. 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, or ASU 2011-04. ASU 2011-04 provides common requirements for measuring fair value and disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards.

(17) Equity Investments

We account for the results from our equity investments under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures, based on the percentage of our ownership interest in the business. Our equity investments primarily include the following:

(a) SPD

In May 2007, we completed the formation of SPD, our 50/50 joint venture with P&G for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products, outside the cardiology, diabetes and oral care fields. Upon completion of the arrangement to form SPD, we ceased to consolidate the operating results of our consumer diagnostics business related to SPD. We recorded earnings of $3.3 million and $6.1 million during the three and six months ended June 30, 2012, respectively, and we recorded losses of $0.9 million and $0.5 million during the three and six months ended June 30, 2011, respectively, in equity earnings of unconsolidated entities, net of tax, in our accompanying consolidated statements of operations, which represented our 50% share of SPD’s net income (losses) for the respective periods.

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(b) TechLab

In May 2006, we acquired 49% of TechLab, Inc., or TechLab, a privately-held developer, manufacturer and distributor of rapid non-invasive intestinal diagnostics tests in the areas of intestinal inflammation, antibiotic-associated diarrhea and parasitology. We recorded earnings of $0.5 million and $1.2 million during the three and six months ended June 30, 2012, respectively, and we recorded earnings of $0.6 million and $1.2 million during the three and six months ended June 30, 2011, respectively, in equity earnings of unconsolidated entities, net of tax, in our accompanying consolidated statements of operations, which represented our minority share of TechLab’s net income for the respective periods.

Summarized financial information for SPD and TechLab on a combined basis is as follows (in thousands):

Combined Condensed Results of Operations:

	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
Net revenue	$	58,308	$	61,088		$	110,833	$	116,642
Gross profit	$	35,585	$	36,900		$	70,764	$	72,365
Net income (loss) after taxes	$	7,691	$	(550	)	$	14,684	$	1,284

Combined Condensed Balance Sheets:

	June 30, 2012		December 31, 2011
Current assets	$	81,312	$	84,376
Non-current assets		39,651		37,659
Total assets	$	120,963	$	122,035
Current liabilities	$	47,344	$	49,453
Non-current liabilities		7,091		6,326
Total liabilities	$	54,435	$	55,779

(18) Guarantor Financial Information

Our 9% senior subordinated notes due 2016, our 7.875% senior notes due 2016, and our 8.625% senior subordinated notes due 2018 are guaranteed by certain of our consolidated wholly owned subsidiaries, or the Guarantor Subsidiaries. The guarantees are full and unconditional and joint and several. The following supplemental financial information sets forth, on a consolidating basis, balance sheets as of June 30, 2012 and December 31, 2011, the related statements of operations and statements of comprehensive income for each of the three and six months ended June 30, 2012 and 2011, respectively, and the statements of cash flows for the six months ended June 30, 2012 and 2011, for Alere Inc., the Guarantor Subsidiaries and our other subsidiaries, or the Non-Guarantor Subsidiaries. The supplemental financial information reflects the investments of Alere Inc. and the Guarantor Subsidiaries in the Guarantor and Non-Guarantor Subsidiaries using the equity method of accounting.

We have extensive transactions and relationships between various members of the consolidated group. These transactions and relationships include intercompany pricing agreements, intellectual property royalty agreements and general and administrative and research and development cost-sharing agreements. Because of these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties.

For comparative purposes, certain amounts for prior periods have been reclassified to conform to the current period classification.

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CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	202,249		$	290,714		$	(29,538	)	$	463,425
Services revenue		—			152,856			80,999			—			233,855
Net product sales and services revenue		—			355,105			371,713			(29,538	)		697,280
License and royalty revenue		—			9,536			2,656			(8,955	)		3,237
Net revenue		—			364,641			374,369			(38,493	)		700,517
Cost of net product sales		857			94,152			156,513			(29,024	)		222,498
Cost of services revenue		—			79,691			40,868			—			120,559
Cost of net product sales and services revenue		857			173,843			197,381			(29,024	)		343,057
Cost of license and royalty revenue		—			—			10,807			(8,955	)		1,852
Cost of net revenue		857			173,843			208,188			(37,979	)		344,909
Gross profit (loss)		(857	)		190,798			166,181			(514	)		355,608
Operating expenses:
Research and development		5,873			17,186			17,388			—			40,447
Sales and marketing		819			77,219			81,284			—			159,322
General and administrative		14,567			46,670			60,248			—			121,485
Total operating expenses		21,259			141,075			158,920			—			321,254
Operating income (loss)		(22,116	)		49,723			7,261			(514	)		34,354
Interest expense, including amortization of original issue discounts and deferred financing costs		(53,969	)		(10,879	)		(3,883	)		13,200			(55,531	)
Other income (expense), net		3,988			15,837			(2,814	)		(13,200	)		3,811
Income (loss) before provision (benefit) for income taxes		(72,097	)		54,681			564			(514	)		(17,366	)
Provision (benefit) for income taxes		(19,750	)		23,233			(3,855	)		(117	)		(489	)
Income (loss) before equity earnings of unconsolidated entities, net of tax		(52,347	)		31,448			4,419			(397	)		(16,877	)
Equity in earnings of subsidiaries, net of tax		38,982			(185	)		—			(38,797	)		—
Equity earnings of unconsolidated entities, net of tax		486			—			3,502			10			3,998
Net income (loss)		(12,879	)		31,263			7,921			(39,184	)		(12,879	)
Less: Net income attributable to non-controlling interests		—			—			36			—			36
Net income (loss) attributable to Alere Inc. and Subsidiaries		(12,879	)		31,263			7,885			(39,184	)		(12,915	)
Preferred stock dividends		(5,279	)		—			—			—			(5,279	)
Net income (loss) available to common stockholders	$	(18,158	)	$	31,263		$	7,885		$	(39,184	)	$	(18,194	)

27

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	216,256		$	214,803		$	(32,254	)	$	398,805
Services revenue		—			147,007			16,568			—			163,575
Net product sales and services revenue		—			363,263			231,371			(32,254	)		562,380
License and royalty revenue		—			2,746			3,920			(1,861	)		4,805
Net revenue		—			366,009			235,291			(34,115	)		567,185
Cost of net product sales		659			101,244			120,279			(31,849	)		190,333
Cost of services revenue		—			76,100			6,395			—			82,495
Cost of net product sales and services revenue		659			177,344			126,674			(31,849	)		272,828
Cost of license and royalty revenue		—			—			3,490			(1,861	)		1,629
Cost of net revenue		659			177,344			130,164			(33,710	)		274,457
Gross profit (loss)		(659	)		188,665			105,127			(405	)		292,728
Operating expenses:
Research and development		5,237			15,889			20,222			—			41,348
Sales and marketing		298			83,954			56,136			—			140,388
General and administrative		13,737			59,626			21,475			—			94,838
Total operating expenses		19,272			159,469			97,833			—			276,574
Operating income (loss)		(19,931	)		29,196			7,294			(405	)		16,154
Interest expense, including amortization of original issue discounts and deferred financing costs		(35,845	)		(46,875	)		(3,863	)		18,021			(68,562	)
Other income (expense), net		2,341			12,634			3,483			(18,021	)		437
Income (loss) from continuing operations before provision (benefit) for income taxes		(53,435	)		(5,045	)		6,914			(405	)		(51,971	)
Provision (benefit) for income taxes		(44,788	)		(81	)		2,133			—			(42,736	)
Income (loss) from continuing operations before equity earnings (losses) of unconsolidated entities, net of tax		(8,647	)		(4,964	)		4,781			(405	)		(9,235	)
Equity in earnings of subsidiaries, net of tax		(1,484	)		655			—			829			—
Equity earnings (losses) of unconsolidated entities, net of tax		689			—			(842	)		(54	)		(207	)
Net income (loss)		(9,442	)		(4,309	)		3,939			370			(9,442	)
Less: Net loss attributable to non-controlling interests		—			—			(40	)		—			(40	)
Net income (loss) attributable to Alere Inc. and Subsidiaries		(9,442	)		(4,309	)		3,979			370			(9,402	)
Preferred stock dividends		(5,515	)		—			—			—			(5,515	)
Preferred stock repurchase		10,248			—			—			—			10,248
Net income (loss) available to common stockholders	$	(4,709	)	$	(4,309	)	$	3,979		$	370		$	(4,669	)

28

CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	421,465		$	580,514		$	(62,767	)	$	939,212
Services revenue		—			298,989			127,300			—			426,289
Net product sales and services revenue		—			720,454			707,814			(62,767	)		1,365,501
License and royalty revenue		—			13,765			5,277			(12,897	)		6,145
Net revenue		—			734,219			713,091			(75,664	)		1,371,646
Cost of net product sales		1,707			198,073			310,392			(62,120	)		448,052
Cost of services revenue		—			157,394			54,025			—			211,419
Cost of net product sales and services revenue		1,707			355,467			364,417			(62,120	)		659,471
Cost of license and royalty revenue		—			—			16,393			(12,897	)		3,496
Cost of net revenue		1,707			355,467			380,810			(75,017	)		662,967
Gross profit (loss)		(1,707	)		378,752			332,281			(647	)		708,679
Operating expenses:
Research and development		11,069			33,762			34,616			—			79,447
Sales and marketing		1,876			154,778			161,246			—			317,900
General and administrative		26,198			104,971			110,751			—			241,920
Total operating expenses		39,143			293,511			306,613			—			639,267
Operating income (loss)		(40,850	)		85,241			25,668			(647	)		69,412
Interest expense, including amortization of original issue discounts and deferred financing costs		(103,685	)		(21,885	)		(7,198	)		26,510			(106,258	)
Other income (expense), net		(4,086	)		25,265			20,973			(26,510	)		15,642
Income (loss) before provision (benefit) for income taxes		(148,621	)		88,621			39,443			(647	)		(21,204	)
Provision (benefit) for income taxes		(46,748	)		35,538			9,312			(46	)		(1,944	)
Income (loss) before equity earnings of unconsolidated entities, net of tax		(101,873	)		53,083			30,131			(601	)		(19,260	)
Equity in earnings of subsidiaries, net of tax		88,877			(533	)		—			(88,344	)		—
Equity earnings of unconsolidated entities, net of tax		1,146			—			6,238			26			7,410
Net income (loss)		(11,850	)		52,550			36,369			(88,919	)		(11,850	)
Less: Net loss attributable to non-controlling interests		—			—			(149	)		—			(149	)
Net income (loss) attributable to Alere Inc. and Subsidiaries		(11,850	)		52,550			36,518			(88,919	)		(11,701	)
Preferred stock dividends		(10,588	)		—			—			—			(10,588	)
Net income (loss) available to common stockholders	$	(22,438	)	$	52,550		$	36,518		$	(88,919	)	$	(22,289	)

29

CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	454,232		$	414,773		$	(62,957	)	$	806,048
Services revenue		—			298,532			32,595			—			331,127
Net product sales and services revenue		—			752,764			447,368			(62,957	)		1,137,175
License and royalty revenue		—			5,220			10,553			(3,299	)		12,474
Net revenue		—			757,984			457,921			(66,256	)		1,149,649
Cost of net product sales		1,429			208,406			232,414			(62,229	)		380,020
Cost of services revenue		—			154,635			12,576			—			167,211
Cost of net product sales and services revenue		1,429			363,041			244,990			(62,229	)		547,231
Cost of license and royalty revenue		—			—			6,782			(3,299	)		3,483
Cost of net revenue		1,429			363,041			251,772			(65,528	)		550,714
Gross profit (loss)		(1,429	)		394,943			206,149			(728	)		598,935
Operating expenses:
Research and development		9,978			33,670			34,242			—			77,890
Sales and marketing		949			166,814			105,834			—			273,597
General and administrative		28,373			119,827			52,189			—			200,389
Total operating expenses		39,300			320,311			192,265			—			551,876
Operating income (loss)		(40,729	)		74,632			13,884			(728	)		47,059
Interest expense, including amortization of original issue discounts and deferred financing costs		(61,451	)		(75,054	)		(8,232	)		37,870			(106,867	)
Other income (expense), net		5,706			26,488			8,449			(37,870	)		2,773
Income (loss) from continuing operations before provision (benefit) for income taxes		(96,474	)		26,066			14,101			(728	)		(57,035	)
Provision (benefit) for income taxes		(65,583	)		14,055			4,587			(125	)		(47,066	)
Income (loss) from continuing operations before equity earnings (losses) of unconsolidated entities, net of tax		(30,891	)		12,011			9,514			(603	)		(9,969	)
Equity in earnings of subsidiaries, net of tax		20,569			655			—			(21,224	)		—
Equity earnings (losses) of unconsolidated entities, net of tax		1,157			—			(352	)		(1	)		804
Net income (loss)		(9,165	)		12,666			9,162			(21,828	)		(9,165	)
Less: Net income attributable to non-controlling interests		—			—			22			—			22
Net income (loss) attributable to Alere Inc. and Subsidiaries		(9,165	)		12,666			9,140			(21,828	)		(9,187	)
Preferred stock dividends		(11,324	)		—			—			—			(11,324	)
Preferred stock repurchase		23,936			—			—			—			23,936
Net income (loss) available to common stockholders	$	3,447		$	12,666		$	9,140		$	(21,828	)	$	3,425

30

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(12,879	)	$	31,263	$	7,921		$	(39,184	)	$	(12,879	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		(562	)		4		(34,142	)		(2,077	)		(36,777	)
Unrealized gains on available for sale securities		356			—		3			—			359
Unrealized gains on hedging instruments		—			—		(652	)		—			(652	)
Minimum pension liability adjustment		—			—		4			—			4
Other comprehensive income, before tax		(206	)		4		(34,787	)		(2,077	)		(37,066	)
Income tax benefit related to items of other comprehensive income		—			—		—			—			—
Other comprehensive income, net of tax		(206	)		4		(34,787	)		(2,077	)		(37,066	)
Comprehensive income (loss)		(13,085	)		31,267		(26,866	)		(41,261	)		(49,945	)
Less: Comprehensive loss attributable to non-controlling interests		—			—		36			—			36
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(13,085	)	$	31,267	$	(26,902	)	$	(41,261	)	$	(49,981	)

31

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net income (loss)	$	(9,442	)	$	(4,309	)	$	3,939		$	370	$	(9,442	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		271			35			14,963			1,837		17,106
Unrealized gains (losses) on available for sale securities		(107	)		—			3			—		(104	)
Unrealized gains on hedging instruments		10,371			—			—			—		10,371
Minimum pension liability adjustment		—			—			118			—		118
Other comprehensive income, before tax		10,535			35			15,084			1,837		27,491
Income tax provision (benefit) related to items of other comprehensive income		3,993			—			—			—		3,993
Other comprehensive income, net of tax		6,542			35			15,084			1,837		23,498
Comprehensive income (loss)		(2,900	)		(4,274	)		19,023			2,207		14,056
Less: Comprehensive income attributable to non-controlling interests		—			—			(40	)		—		(40	)
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(2,900	)	$	(4,274	)	$	19,063		$	2,207	$	14,096

32

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(11,850	)	$	52,550	$	36,369		$	(88,919	)	$	(11,850	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		(232	)		77		729			(1,412	)		(838	)
Unrealized gains on available for sale securities		785			—		5			—			790
Unrealized gains on hedging instruments		17			—		438			—			455
Minimum pension liability adjustment		—			—		(120	)		—			(120	)
Other comprehensive income, before tax		570			77		1,052			(1,412	)		287
Income tax benefit related to items of other comprehensive income		—			—		—			—			—
Other comprehensive income, net of tax		570			77		1,052			(1,412	)		287
Comprehensive income (loss)		(11,280	)		52,627		37,421			(90,331	)		(11,563	)
Less: Comprehensive loss attributable to non-controlling interests		—			—		(149	)		—			(149	)
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(11,280	)	$	52,627	$	37,570		$	(90,331	)	$	(11,414	)

33

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(9,165	)	$	12,666	$	9,162		$	(21,828	)	$	(9,165	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		879			173		32,199			5,370			38,621
Unrealized gains (losses) on available for sale securities		66			—		(385	)		—			(319	)
Unrealized gains on hedging instruments		11,988			—		—			—			11,988
Minimum pension liability adjustment		—			—		80			—			80
Other comprehensive income, before tax		12,933			173		31,894			5,370			50,370
Income tax provision (benefit) related to items of other comprehensive income		4,663			—		(51	)		—			4,612
Other comprehensive income, net of tax		8,270			173		31,945			5,370			45,758
Comprehensive income (loss)		(895	)		12,839		41,107			(16,458	)		36,593
Less: Comprehensive income attributable to non-controlling interests		—			—		22			—			22
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(895	)	$	12,839	$	41,085		$	(16,458	)	$	36,571

34

CONSOLIDATING BALANCE SHEET

June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	13,889		$	66,881		$	222,969	$	—		$	303,739
Restricted cash		—			1,580			1,519		—			3,099
Marketable securities		—			754			109		—			863
Accounts receivable, net of allowances		—			184,607			316,469		—			501,076
Inventories, net		—			131,371			191,636		(6,110	)		316,897
Deferred tax assets		8,260			22,262			5,333		2,003			37,858
Receivable from joint venture, net		—			1,768			1,967		—			3,735
Prepaid expenses and other current assets		298,810			(258,950	)		87,646		(16	)		127,490
Intercompany receivables		375,194			465,526			68,885		(909,605	)		—
Total current assets		696,153			615,799			896,533		(913,728	)		1,294,757
Property, plant and equipment, net		2,375			262,137			236,620		(334	)		500,798
Goodwill		—			1,528,269			1,425,282		—			2,953,551
Other intangible assets with indefinite lives		—			7,100			46,069		—			53,169
Finite-lived intangible assets, net		25,401			929,095			950,226		—			1,904,722
Deferred financing costs, net and other non-current assets		87,094			5,834			9,124		(26	)		102,026
Receivable from joint venture, net of current portion		—			—			14,115		—			14,115
Investments in subsidiaries		3,516,106			50,884			3,000		(3,569,990	)		—
Investments in unconsolidated entities		33,723			—			56,348		—			90,071
Marketable securities		3,040			—			—		—			3,040
Deferred tax assets		—			—			11,206		—			11,206
Intercompany notes receivable		2,101,767			841,610			10,655		(2,954,032	)		—
Total assets	$	6,465,659		$	4,240,728		$	3,659,178	$	(7,438,110	)	$	6,927,455
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	45,000		$	239		$	9,583	$	—		$	54,822
Current portion of capital lease obligations		—			1,434			3,916		—			5,350
Accounts payable		5,919			55,960			100,971		—			162,850
Accrued expenses and other current liabilities		62,217			115,090			219,677		(514	)		396,470
Intercompany payables		457,964			127,612			324,028		(909,604	)		—
Total current liabilities		571,100			300,335			658,175		(910,118	)		619,492
Long-term liabilities:
Long-term debt, net of current portion		3,465,318			—			23,732		—			3,489,050
Capital lease obligations, net of current portion		—			1,472			8,757		—			10,229
Deferred tax liabilities		(22,885	)		278,262			180,315		555			436,247
Other long-term liabilities		21,933			43,588			115,914		(26	)		181,409
Intercompany notes payables		241,420			1,642,960			1,066,117		(2,950,497	)		—
Total long-term liabilities		3,705,786			1,966,282			1,394,835		(2,949,968	)		4,116,935
Stockholders’ equity		2,188,773			1,974,111			1,603,913		(3,578,024	)		2,188,773
Non-controlling interests		—			—			2,255		—			2,255
Total equity		2,188,773			1,974,111			1,606,168		(3,578,024	)		2,191,028
Total liabilities and equity	$	6,465,659		$	4,240,728		$	3,659,178	$	(7,438,110	)	$	6,927,455

35

CONSOLIDATING BALANCE SHEET

December 31, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	12,451		$	85,838		$	200,884	$	—		$	299,173
Restricted cash		—			1,591			7,396		—			8,987
Marketable securities		—			770			316		—			1,086
Accounts receivable, net of allowances		—			199,547			276,277		—			475,824
Inventories, net		—			136,091			189,886		(5,708	)		320,269
Deferred tax assets		10,912			22,813			7,266		1,984			42,975
Receivable from joint venture, net		—			2,301			202		—			2,503
Prepaid expenses and other current assets		(74,078	)		138,329			78,659		—			142,910
Intercompany receivables		397,914			426,136			27,871		(851,921	)		—
Total current assets		347,199			1,013,416			788,757		(855,645	)		1,293,727
Property, plant and equipment, net		2,542			274,588			214,206		(131	)		491,205
Goodwill		—			1,530,324			1,295,791		(4,844	)		2,821,271
Other intangible assets with indefinite lives		—			7,100			62,446		—			69,546
Finite-lived intangible assets, net		28,685			1,011,852			745,388		—			1,785,925
Deferred financing costs, net, and other non-current assets		88,153			5,532			4,101		—			97,786
Receivable from joint venture, net of current portion		—			—			15,455		—			15,455
Investments in subsidiaries		3,586,625			32,512			3,005		(3,622,142	)		—
Investments in unconsolidated entities		29,021			—			56,117		—			85,138
Marketable securities		2,254			—			—		—			2,254
Deferred tax assets		—			—			10,394		—			10,394
Intercompany notes receivable		1,934,366			(196,820	)		—		(1,737,546	)		—
Total assets	$	6,018,845		$	3,678,504		$	3,195,660	$	(6,220,308	)	$	6,672,701
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	43,000		$	—		$	18,092	$	—		$	61,092
Current portion of capital lease obligations		—			1,550			4,533		—			6,083
Short-term debt		6,240			—			—		—			6,240
Accounts payable		6,704			53,978			94,782		—			155,464
Accrued expenses and other current liabilities		(259,010	)		455,366			199,217		—			395,573
Intercompany payables		429,644			104,257			318,018		(851,919	)		—
Total current liabilities		226,578			615,151			634,642		(851,919	)		624,452
Long-term liabilities:
Long-term debt, net of current portion		3,243,341			—			24,110		—			3,267,451
Capital lease obligations, net of current portion		—			2,175			10,454		—			12,629
Deferred tax liabilities		(25,936	)		303,837			102,730		69			380,700
Other long-term liabilities		24,407			47,135			81,856		—			153,398
Intercompany notes payables		321,221			658,573			754,650		(1,734,444	)		—
Total long-term liabilities		3,563,033			1,011,720			973,800		(1,734,375	)		3,814,178
Redeemable non-controlling interest		—			—			2,497		—			2,497
Stockholders’ equity		2,229,234			2,051,633			1,582,381		(3,634,014	)		2,229,234
Non-controlling interests		—			—			2,340		—			2,340
Total equity		2,229,234			2,051,633			1,584,721		(3,634,014	)		2,231,574
Total liabilities and equity	$	6,018,845		$	3,678,504		$	3,195,660	$	(6,220,308	)	$	6,672,701

36

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income (loss)	$	(11,850	)	$	52,550		$	36,369		$	(88,919	)	$	(11,850	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax		(88,877	)		533			—			88,344			—
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs		10,568			110			53			—			10,731
Depreciation and amortization		3,195			112,083			96,298			46			211,622
Non-cash charges for sale of inventories revalued at the date of acquisition		—			1,400			3,281			—			4,681
Non-cash stock-based compensation expense		2,166			3,065			3,011			—			8,242
Impairment of inventory		—			5			—			—			5
Impairment of long-lived assets		—			219			—			—			219
(Gain) loss on sale of property, plant and equipment		—			(5,900	)		28			—			(5,872	)
Equity earnings of unconsolidated entities, net of tax		(1,146	)		—			(6,238	)		(26	)		(7,410	)
Deferred income taxes		7,771			(23,924	)		(11,201	)		(46	)		(27,400	)
Other non-cash items		(883	)		—			—			—			(883	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net		—			14,939			(20,370	)		—			(5,431	)
Inventories, net		—			2,785			(7,642	)		445			(4,412	)
Prepaid expenses and other current assets		(372,901	)		397,279			(7,529	)		17			16,866
Accounts payable		(786	)		2,571			(16,032	)		—			(14,247	)
Accrued expenses and other current liabilities		327,975			(338,223	)		10,396			(514	)		(366	)
Other non-current liabilities		(6,781	)		(2,210	)		255			471			(8,265	)
Intercompany payable (receivable)		231,769			(224,541	)		(7,228	)		—			—
Net cash provided by (used in) operating activities		100,220			(7,259	)		73,451			(182	)		166,230
Cash Flows from Investing Activities:
Decrease in restricted cash		—			12			5,876			—			5,888
Purchases of property, plant and equipment		(1,028	)		(33,616	)		(35,717	)		900			(69,461	)
Proceeds from sale of property, plant and equipment		—			21,927			495			(745	)		21,677
Cash paid for acquisitions, net of cash acquired		(296,189	)		—			(14,051	)		—			(310,240	)
Cash received from sales of marketable securities		—			15			211			—			226
Net cash received from equity method investments		490			—			6,066			—			6,556
(Increase) decrease in other assets		(8,973	)		580			652			27			(7,714	)
Net cash provided by (used in) investing activities		(305,700	)		(11,082	)		(36,468	)		182			(353,068	)
Cash Flows from Financing Activities:
Cash paid for financing costs		(2,013	)		—			—			—			(2,013	)
Cash paid for contingent purchase price consideration		(6,500	)		—			—			—			(6,500	)
Proceeds from issuance of common stock, net of issuance costs		8,697			—			—			—			8,697
Proceeds from issuance of long-term debt		198,000			951			283			—			199,234
Payments on long-term debt		(22,000	)		(712	)		(7,172	)		—			(29,884	)
Net proceeds under revolving credit facilities		47,500			—			(5,013	)		—			42,487
Payments on short-term debt		(6,240	)		—			—			—			(6,240	)
Cash paid for dividends		(10,646	)		—			—			—			(10,646	)
Excess tax benefits on exercised stock options		120			74			16			—			210
Principal payments on capital lease obligations		—			(851	)		(2,468	)		—			(3,319	)
Other		—			—			(2,577	)		—			(2,577	)
Net cash provided by (used in) financing activities		206,918			(538	)		(16,931	)		—			189,449
Foreign exchange effect on cash and cash equivalents		—			(78	)		2,033			—			1,955
Net increase (decrease) in cash and cash equivalents		1,438			(18,957	)		22,085			—			4,566
Cash and cash equivalents, beginning of period		12,451			85,838			200,884			—			299,173
Cash and cash equivalents, end of period	$	13,889		$	66,881		$	222,969		$	—		$	303,739

37

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income (loss)	$	(9,165	)	$	12,666		$	9,162		$	(21,828	)	$	(9,165	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax		(20,569	)		(655	)		—			21,224			—
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs		3,718			23,595			277			—			27,590
Depreciation and amortization		1,751			130,800			63,856			(291	)		196,116
Non-cash stock-based compensation expense		3,490			4,589			3,910			—			11,989
Impairment of inventory		—			172			294			—			466
Impairment of long-lived assets		2			632			323			—			957
Impairment of intangible assets		—			2,935			—			—			2,935
Loss on sale of property, plant and equipment		3			966			301			—			1,270
Gain on sales of marketable securities		—			—			(331	)		—			(331	)
Equity earnings of unconsolidated entities, net of tax		(1,157	)		—			352			1			(804	)
Deferred income taxes		(15,821	)		(32,837	)		(12,268	)		(2,417	)		(63,343	)
Other non-cash items		1,269			1,620			(7,392	)		—			(4,503	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net		—			12,818			(16,459	)		—			(3,641	)
Inventories, net		—			2,657			(10,633	)		677			(7,299	)
Prepaid expenses and other current assets		(14,544	)		(8,037	)		(13,471	)		—			(36,052	)
Accounts payable		993			8,689			3,842			—			13,524
Accrued expenses and other current liabilities		(25,705	)		51,390			(10,256	)		2,292			17,721
Other non-current liabilities		9,288			2,011			(228	)		—			11,071
Intercompany payable (receivable)		(1,047,338	)		1,013,063			34,275			—			—
Net cash provided by (used in) operating activities		(1,113,785	)		1,227,074			45,554			(342	)		158,501
Cash Flows from Investing Activities:
Decrease (increase) in restricted cash		—			160			(126	)		—			34
Purchases of property, plant and equipment		(896	)		(36,354	)		(30,666	)		286			(67,630	)
Proceeds from sale of property, plant and equipment		—			626			209			—			835
Proceeds from disposition of business		—			—			11,490			—			11,490
Cash paid for acquisitions, net of cash acquired		(34,644	)		(3,400	)		(69,316	)		—			(107,360	)
Cash received from sales of marketable securities		—			—			7,919			—			7,919
Net cash received from equity method investments		490			—			—			—			490
Increase in other assets		(20,340	)		(11,548	)		(213	)		—			(32,101	)
Net cash provided by (used in) investing activities		(55,390	)		(50,516	)		(80,703	)		286			(186,323	)
Cash Flows from Financing Activities:
Cash paid for financing costs		(63,895	)		(804	)		—			—			(64,699	)
Cash paid for contingent purchase price consideration		(24,459	)		(248	)		—			—			(24,707	)
Proceeds from issuance of common stock, net of issuance costs		17,829			—			—			—			17,829
Repurchase of preferred stock		(99,068	)		—			—			—			(99,068	)
Proceeds from issuance of long-term debt		1,550,000			937			1,187			—			1,552,124
Payments on long-term debt		—			(1,192,086	)		(1,229	)		—			(1,193,315	)
Net proceeds under revolving credit facilities		—			—			3,335			—			3,335
Repurchase of common stock		(926	)		—			—			—			(926	)
Cash paid for dividends		(68	)		—			—			—			(68	)
Excess tax benefits on exercised stock options		1,010			435			259			—			1,704
Principal payments on capital lease obligations		—			(1,040	)		(254	)		—			(1,294	)
Other		(10,140	)		—			(209	)		—			(10,349	)
Net cash provided by (used in) financing activities		1,370,283			(1,192,806	)		3,089			—			180,566
Foreign exchange effect on cash and cash equivalents		—			259			2,297			56			2,612
Net increase (decrease) in cash and cash equivalents		201,108			(15,989	)		(29,763	)		—			155,356
Cash and cash equivalents, beginning of period		101,666			116,112			183,528			—			401,306
Cash and cash equivalents, end of period	$	302,774		$	100,123		$	153,765		$	—		$	556,662

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these statements by forward-looking words such as “may,” “could,” “should,” “would,” “intend,” “will,” “expect,” “anticipate,” “believe,” “estimate,” “continue” or similar words. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial condition or state other “forward-looking” information. Forward-looking statements in this item include, without limitation, statements regarding anticipated expansion and growth in certain of our product and service offerings, the impact of our research and development activities, potential new product and technology achievements, the potential for selective acquisitions, our ability to improve our working capital and operating margins, our expectations with respect to Apollo, our integrated health management technology platform, our ability to improve care and lower healthcare costs for both providers and patients, our predictions regarding the regulatory matters relating to our Triage products, the impact of recent and anticipated changes to our quality control release specifications, the financial consequences of any recall or our revised and future quality control release specifications, our predictions regarding our ability to meet customer demand, and our funding plans for our future working capital needs and commitments. Actual results or developments could differ materially from those projected in such statements as a result of numerous factors, including, without limitation, those risks and uncertainties set forth in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2011 and other risk factors identified herein or from time to time in our periodic filings with the SEC. We do not undertake any obligation to update any forward-looking statements. This report and, in particular, the following discussion and analysis of our financial condition and results of operations, should be read in light of those risks and uncertainties and in conjunction with our accompanying consolidated financial statements and notes thereto.

Overview

We enable individuals to take charge of improving their health and quality of life at home, under medical supervision, by developing new capabilities in near-patient diagnosis, monitoring and health management. Our global, leading products and services, as well as our new product development efforts, currently focus on cardiology, infectious disease, toxicology, diabetes, oncology and women’s health. We are continuing to expand our product and service offerings in all of these categories.

As a global, leading supplier of near-patient monitoring tools, as well as value-added healthcare services, we are well positioned to improve care and lower healthcare costs for both providers and patients. Our home coagulation monitoring business, which supports doctors’ and patients’ efforts to monitor warfarin therapy using our INRatio blood coagulation monitoring system, continues to represent an early example of this. We have also continued to introduce our integrated health management technology platform, called Apollo, to our customers since its launch on January 1, 2010. Using a sophisticated data engine for acquiring and analyzing information, combined with a state of the art touch engine for communicating with individuals and their health partners, we expect Apollo to benefit healthcare providers, health insurers and patients alike by enabling more efficient and effective health management programs.

We have continued to grow through strategic acquisitions. With our November 2011 acquisitions of Axis-Shield plc, or Axis-Shield, and Arriva Medical, LLC, or Arriva, we have entered the diabetes diagnostics market, and we expect our presence in this field to grow. We also continued to expand our toxicology business, particularly in the growing market for pain management and medication monitoring services. We have also acquired software solutions that will further our efforts to connect healthcare providers with point of care and other patient data.

We have also continued to lay the groundwork for future revenue and earnings growth by focusing our efforts on new product development and introductions. Our important new products, including the epoc System, the Alere CD4 Analyzer and the Alere Heart Check System, have begun to penetrate the markets into which they have been launched, and we expect this trend to continue. We are also focused on expanding our global sales force. We also continued to build awareness and acceptance for our two novel biomarkers, NGAL and placental growth factor, or PLGF.

FDA and OIG Matters Relating to Alere Triage Products

In March 2012, the Food & Drug Administration, or FDA, began an inspection of our San Diego facility related to our Alere Triage products. During the inspection, the FDA expressed concern about the alignment between certain aspects of our labeling for the Alere Triage products and the quality control release specifications that had been in effect prior to the inspection. As a result and as previously disclosed, we implemented two recalls of Alere Triage products during the second quarter of 2012. We also

39

implemented interim quality control release specifications and agreed to implement final, tighter quality control release specifications by September 30, 2012. In June 2012, the FDA closed the inspection, and we received inspectional observations on FDA Form 483. We have provided the FDA with a written response to the 483 that describes proposed actions for resolving each of the inspectional observations. We have already completed a number of these actions and are working to implement the others. In addition, we are in the process of implementing product and process changes which we hope will ultimately improve manufacturing yield rates under both the interim release specifications, which we have been shipping against since early April 2012, and the final release specifications, which have not yet been determined. Because our average manufacturing yields under the interim release standards for certain Alere Triage meter-based products, most notably our cardiac panel and toxicology tests, have generally been lower than our average yields under previous standards, we have increased production substantially in order to increase the available supply of those products. These efforts have increased our manufacturing costs, and we expect that our costs will continue to increase as we prepare to meet the final release specifications due to be implemented by September 30, 2012. We expect to continue to experience supply constraints and increased manufacturing costs during the remainder of 2012 despite our increases in production.

Also, in May 2012, we received a subpoena from the Office of Inspector General of the Department of Health and Human Services. The subpoena seeks documents relating primarily to the quality control testing and performance characteristics of Alere Triage products. We are cooperating with the government and are in the process of responding to the subpoena.

We are unable to predict when these matters will be resolved or what action, if any, the government will take in connection with these matters. Also, except for anticipated increases in manufacturing costs and decreased profitability for our Alere Triage products, we are unable to predict what impact, if any, these matters or ensuing proceedings, if any, will have on our financial condition, results of operations or cash flows. Please see Part II, Item 1A, “Risk Factors” for a further discussion of the risks to our business, financial condition and results of operations arising from these matters.

Financial Highlights

• Net revenue increased by $133.3 million, or 24%, to $700.5 million for the three months ended June 30, 2012, from $567.2 million for the three months ended June 30, 2011. Net revenue increased by $222.0 million, or 19%, to $1.4 billion for the six months ended June 30, 2012, from $1.1 billion for the six months ended June 30, 2011.

• Gross profit increased by $62.9 million, or 21%, to $355.6 million for the three months ended June 30, 2012, from $292.7 million for the three months ended June 30, 2011. Gross profit increased by $109.7 million, or 18%, to $708.7 million for the six months ended June 30, 2012, from $598.9 million for the six months ended June 30, 2011.

• For the three months ended June 30, 2012, we generated a net loss available to common stockholders of $18.2 million, or $0.23 per basic common share. For the three months ended June 30, 2011, we generated a net loss available to common stockholders of $4.7 million, or $0.05 per basic common share. For the six months ended June 30, 2012, we generated a net loss available to common stockholders of $22.3 million, or $0.28 per basic common share. For the six months ended June 30, 2011, we generated net income available to common stockholders of $3.4 million, or $0.04 per basic and diluted common share.

Results of Operations

Results excluding the impact of currency translation are calculated on the basis of local currency results, using foreign currency exchange rates applicable to the earlier comparative period. We believe presenting information using the same foreign currency exchange rates helps investors isolate the impact of changes in those rates from other trends. Our results of operations were as follows:

Net Product Sales and Services Revenue, Total and by Business Segment. Net product sales and services revenue increased by $134.9 million, or 24%, to $697.3 million for the three months ended June 30, 2012, from $562.4 million for the three months

40

ended June 30, 2011. Excluding the impact of currency translation, net product sales and services revenue for the three months ended June 30, 2012 increased by $148.8 million, or 26%, compared to the three months ended June 30, 2011. Total net product sales and services revenue increased by $228.3 million, or 20%, to $1.4 billion for the six months ended June 30, 2012, from $1.1 billion for the six months ended June 30, 2011. Excluding the impact of currency translation, net product sales and services revenue for the six months ended June 30, 2012 increased by $245.6 million, or 22%, compared to the six months ended June 30, 2011. Net product sales and services revenue by business segment for the three and six months ended June 30, 2012 and 2011 are as follows (in thousands):

	Three Months Ended June 30,				%			Six Months Ended June 30,				%
	2012		2011		Change			2012		2011		Change
Professional diagnostics	$	536,873	$	404,215		33	%	$	1,052,322	$	814,000		29	%
Health management		138,590		135,572		2	%		269,374		278,635		(3	)%
Consumer diagnostics		21,817		22,593		(3	)%		43,805		44,540		(2	)%
Net product sales and services revenue	$	697,280	$	562,380		24	%	$	1,365,501	$	1,137,175		20	%

Professional Diagnostics

The following table summarizes our net product sales and services revenue from our professional diagnostics business segment by groups of similar products and services for the three and six months ended June 30, 2012 and 2011 (in thousands):

	Three Months Ended June 30,				%			Six Months Ended June 30,				%
	2012		2011		Change			2012		2011		Change
Cardiology	$	125,597	$	132,854		(5	)%	$	264,423	$	262,709		1	%
Infectious disease		137,821		122,494		13	%		288,837		262,920		10	%
Toxicology		159,922		88,833		80	%		281,662		174,337		62	%
Diabetes		36,797		—		N/A			64,958		—		N/A
Other		76,736		60,034		28	%		152,442		114,034		34	%
Professional diagnostics net product sales and services revenue	$	536,873	$	404,215		33	%	$	1,052,322	$	814,000		29	%

Net product sales and services revenue from our professional diagnostics business segment increased by $132.7 million, or 33%, to $536.9 million for the three months ended June 30, 2012, from $404.2 million for the three months ended June 30, 2011. Excluding the impact of currency translation, net product sales and services revenue from our professional diagnostics business segment increased by $146.6 million, or 36%, comparing the three months ended June 30, 2012 to the three months ended June 30, 2011. Revenue increased primarily as a result of acquisitions, which contributed an aggregate of $134.2 million of the non-currency adjusted increase. Contributing to the increase in net product sales and services revenue was an increase in our North American flu-related net product sales during the three months ended June 30, 2012, as compared to the three months ended June 30, 2011. Net product sales from our North American flu-related sales increased approximately $1.9 million, from $2.3 million during the three months ended June 30, 2011 to $4.2 million during the three months ended June 30, 2012. Excluding the impact of acquisitions and the increase in flu-related sales during the comparable periods, the currency-adjusted organic growth for our professional diagnostics net product sales and services revenue was approximately $10.8 million, or 2.7%, from the three months ended June 30, 2011 to the three months ended June 30, 2012. Net product sales and services revenue from our professional diagnostics business segment were negatively impacted by FDA recall matters related to our Alere Triage^® meter-based products. Net product sales of meter-based Triage products in the U.S. totaled $40.6 million during the three months ended June 30, 2012, as compared to $51.9 million during the three months ended June 30, 2011. Excluding the impact of acquisitions, the increase in flu-related sales during the comparable periods and the impact of the reduction in net product sales from meter-based Triage products in the U.S., the currency-adjusted organic growth for our professional diagnostics net product sales and services revenue was approximately $22.2 million, or 6.3%, from the three months ended June 30, 2011 to the three months ended June 30, 2012.

Within our professional diagnostics business segment, net product sales and services revenue for our cardiology business decreased by approximately $7.3 million, or 5%, to $125.6 million for the three months ended June 30, 2012, from $132.9 million for the three months ended June 30, 2011, driven principally by the impact of the FDA recall of certain of our meter-based Triage products in the U.S. Net product sales and services revenue for our infectious disease business increased by approximately $15.3 million, or 13%, to $137.8 million for the three months ended June 30, 2012, from $122.5 million for the three months ended June 30, 2011, with increased HIV and CD4 net product sales and a $7.6 million increase from the acquisition of Axis-Shield contributing most of the growth. Our toxicology business increased by approximately $71.1 million, or 80%, to $159.9 million for the three months ended June 30, 2012, from $88.8 million for the three months ended June 30, 2011, with our recent acquisitions of Avee Laboratoties Inc., or Avee, and eScreen, Inc., or eScreen, contributing a combined net $61.8 million of the non-currency adjusted increase.

        Net product sales and services revenue from our professional diagnostics business segment increased by $238.3 million, or 29%, to $1.1 billion for the six months ended June 30, 2012, from $814.0 million for the six months ended June 30, 2011. Excluding the impact of currency translation, net product sales and services revenue from our professional diagnostics business segment increased by $255.9 million, or 31%, comparing the six months ended June 30, 2012 to the six months ended June 30, 2011. Revenue increased primarily as a result of acquisitions, which contributed an aggregate of $229.9 million of the non-currency adjusted increase. Partially offsetting the increase in net product sales and services revenue contributed by acquisitions was a decrease in our North American flu-related net product sales during the six months ended June 30, 2012, as compared to the six months ended June 30, 2011. Net product sales from our North American flu-related sales decreased approximately $11.0 million, from $21.8 million during the six months ended June 30, 2011 to $10.8 million during the six months ended June 30, 2012, as a result of lower than normal flu levels observed in 2012 versus the more typical flu levels observed in 2011. Excluding the impact of acquisitions and the decrease in flu-related sales during the comparable periods, the currency-adjusted organic growth for our professional diagnostics net product sales and services revenue was approximately $37.9 million, or 4.8%, from the six months ended June 30, 2011 to the six months ended June 30, 2012. Net product sales and services revenue from our professional diagnostics business segment were negatively impacted by FDA recall matters related to our Alere Triage^® meter-based products. Net product sales of meter-based Triage products in the U.S. totaled $91.1 million during the six months ended June 30, 2012, as compared to $103.6 million during the six months ended June 30, 2011.

Within our professional diagnostics business segment, net product sales and services revenue for our cardiology business increased by approximately $1.7 million, or 1%, to $264.4 million for the six months ended June 30, 2012, from $262.7 million for the three months ended June 30, 2011, driven by $12.3 million contributed by the acquisition of Axis-Shield and an offset due to the impact of the FDA recall matter on our meter-based Triage products in the U.S. Net product sales and services revenue for our infectious disease business increased by approximately $25.9 million, or 10%, to $288.8 million for the six months ended June 30, 2012, from $262.9 million for the six months ended June 30, 2011, with increased HIV and CD4 net product sales and a $17.0 million increase from the acquisition of Axis-Shield contributing most of the growth, partially offset by a $11.0 million decrease in our North American flu-related net product sales during the six months ended June 30, 2012, as compared to the six months ended June 30, 2011. Our toxicology business increased by approximately $107.3 million, or 62%, to $281.7 million for the six months ended June 30, 2012, from $174.3 million for the six months ended June 30, 2011, with our recent acquisitions of Avee and eScreen contributing a combined net $91.3 million of the non-currency adjusted increase.

Health Management

The following table summarizes our net product sales and services revenue from our health management business segment by groups of similar products and services for the three and six months ended June 30, 2012 and 2011 (in thousands):

	Three Months Ended June 30,				%			Six Months Ended June 30,				%
	2012		2011		Change			2012		2011		Change
Disease and case management	$	54,512	$	61,222		(11	)%	$	107,894	$	122,677		(12	)%
Wellness		29,567		26,137		13	%		56,591		55,942		1	%
Women’s & children’s health		31,313		28,466		10	%		61,084		57,041		7	%
Patient self-testing services		23,198		19,747		17	%		43,805		42,975		2	%
Health management net product sales and services revenue	$	138,590	$	135,572		2	%	$	269,374	$	278,635		(3	)%

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Our health management net product sales and services revenue increased by $3.0 million, or 2%, to $138.6 million for the three months ended June 30, 2012, from $135.6 million for the three months ended June 30, 2011. The increase in net product sales and services revenue was principally driven by an increase in our tobacco cessation and home coagulation monitoring programs. Our tobacco cessation programs benefitted from a national media campaign launched by The Centers for Disease Control and Prevention, which aimed to educate the public about the harmful effects of smoking and to encourage quitting. The improvement in our home coagulation monitoring programs was primarily driven by the recognition of incremental patients and simultaneous reduction in patient attrition rates. However, net product sales and services revenue in our health management segment was adversely impacted by the increasingly competitive environment, including pricing pressures, the impact of health plans in-sourcing less differentiated services, such as disease and case management, and state budget pressures.

Our health management net product sales and services revenue decreased by $9.3 million, or 3%, to $269.4 million for the six months ended June 30, 2012, from $278.6 million for the six months ended June 30, 2011. Net product sales and services revenue in our health management segment was adversely impacted by the increasingly competitive environment, including pricing pressures, the impact of health plans in-sourcing less differentiated services, such as disease and case management, and state budget pressures.

Consumer Diagnostics

Net product sales and services revenue from our consumer diagnostics business segment decreased by $0.8 million, or 3%, to $21.8 million for the three months ended June 30, 2012, from $22.6 million for the three months ended June 30, 2011. Net product sales by our 50/50 joint venture with P&G, or SPD, were $52.4 million during the three months ended June 30, 2012, as compared to $55.4 million during the three months ended June 30, 2011.

Net product sales and services revenue from our consumer diagnostics business segment decreased by $0.7 million, or 2%, to $43.8 million for the six months ended June 30, 2012, from $44.5 million for the six months ended June 30, 2011. Net product sales by our 50/50 joint venture with P&G, or SPD, were $98.6 million during the six months ended June 30, 2012, as compared to $105.2 million during the six months ended June 30, 2011.

License and Royalty Revenue. License and royalty revenue represents license and royalty fees from intellectual property license agreements with third parties. License and royalty revenue decreased by approximately $1.6 million, or 33%, to $3.2 million for the three months ended June 30, 2012, from $4.8 million for the three months ended June 30, 2011. License and royalty revenue decreased by approximately $6.3 million, or 51%, to $6.1 million for the six months ended June 30, 2012, from $12.5 million for the six months ended June 30, 2011. The decrease in royalty revenue for the three and six months ended June 30, 2012, compared to the three and six months ended June 30, 2011, was largely driven by an amendment to our license agreement with Quidel during 2011 whereby the license agreement was converted to a fully paid-up license. As a result of the amendment, we did not record royalty revenue from Quidel during the three and six months ended June 30, 2012 and do not anticipate recording royalty revenue from Quidel in the future.

Gross Profit and Margin. Gross profit increased by $62.9 million, or 21%, to $355.6 million for the three months ended June 30, 2012, from $292.7 million for the three months ended June 30, 2011. Gross profit increased by $109.7 million, or 18%, to $708.7 million for six months ended June 30, 2012, from $598.9 million for the six months ended June 30, 2011. The increase in gross profit during the three and six months ended June 30, 2012 compared to the three and six months ended June 30, 2011 was attributed to the increase in net product sales and services revenue resulting from acquisitions.

Cost of net revenue included amortization expense of $17.5 million and $33.2 million for the three and six months ended June 30, 2012, respectively, compared to $17.3 million and $34.2 million for the three and six months ended June 30, 2011. Included in cost of net revenue for the six months ended June 30, 2012 was a $4.7 million non-cash charge relating to the write-up of inventory to fair value in connection with the acquisition of Axis-Shield.

Overall gross margin for the three and six months ended June 30, 2012 was 51% and 52%, respectively, compared to 52% for both the three and six months ended June 30, 2011.

Gross Profit from Net Product Sales and Services Revenue, Total and by Business Segment. Gross profit from net product sales and services revenue increased by $64.7 million, or 22%, to $354.2 million for the three months ended June 30, 2012, from $289.6 million for the three months ended June 30, 2011. Gross profit from net product sales and services revenue increased by $116.1 million, or 20%, to $706.0 million for the six months ended June 30, 2012, from $589.9 million for the six months ended June 30, 2011. Gross profit from net product sales and services revenue by business segment for the three and six months ended June 30, 2012 and 2011 are as follows (in thousands):

	Three Months Ended June 30,				%			Six Months Ended June 30,				%
	2012		2011		Change			2012		2011		Change
Professional diagnostics	$	285,861	$	220,595		30	%	$	576,770	$	448,717		29	%
Health management		62,733		63,524		(1	)%		120,102		131,258		(8	)%
Consumer diagnostics		5,629		5,433		4	%		9,158		9,969		(8	)%
Gross profit from net product sales and services revenue	$	354,223	$	289,552		22	%	$	706,030	$	589,944		20	%

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Professional Diagnostics

Gross profit from our professional diagnostics net product sales and services revenue increased by $65.3 million, or 30%, to $285.9 million for the three months ended June 30, 2012, compared to $220.6 million for the three months ended June 30, 2011, principally as a result of gross profit earned on revenue from acquired businesses and organic growth, as discussed above. Gross profit was negatively impacted comparing the three months ended June 30, 2012 to the three months ended June 30, 2011, as a result of a decrease in our meter-based Triage product sales, as discussed above. The FDA recall matter relating to our meter-based Triage products also resulted in incremental costs during the three months ended June 30, 2012 related to the cost of refunds made during the quarter, replacement products issued at no cost, unfavorable manufacturing variances and the lost margin on the reduced volume of tests sold during the quarter.

Gross profit from our professional diagnostics net product sales and services revenue increased by $128.1 million, or 29%, to $576.8 million for the six months ended June 30, 2012, compared to $448.7 million for the six months ended June 30, 2011, principally as a result of gross profit earned on revenue from acquired businesses and organic growth, as discussed above. Gross profit was negatively impacted comparing the six months ended June 30, 2012 to the six months ended June 30, 2011, as a result of a decrease in our North American flu sales and meter-based Triage product sales, as discussed above. The FDA recall matter relating to our meter-based Triage products also resulted in incremental costs during the six months ended June 30, 2012 related to the cost of refunds made during the period, replacement products issued at no cost, unfavorable manufacturing variances and the lost margin on the reduced volume of tests sold during the period. Included in cost of net revenue for our professional diagnostics business segment for the six months ended June 30, 2012 was a $4.7 million non-cash charge relating to the write-up of inventory to fair value in connection with the acquisition of Axis-Shield.

As a percentage of our professional diagnostics net product sales and services revenue, gross margin for the three and six months ended June 30, 2012 was 53% and 55%, respectively, compared to 55% for both the three and six months ended June 30, 2011. Higher revenue from our recently acquired toxicology businesses, which contribute lower-than-segment-average gross margins, and a decrease in meter-based Triage net product sales, which contribute higher-than-segment-average gross margin, contributed to the decrease in gross margin for the three months ended June 30, 2012, compared to the three months ended June 30, 2011.

Health Management

Gross profit from our health management net product sales and services revenue decreased by $0.8 million, or 1%, to $62.7 million for the three months ended June 30, 2012, compared to $63.5 million for the three months ended June 30, 2011. Gross profit from our health management net product sales and services revenue decreased by $11.2 million, or 9%, to $120.1 million for the six months ended June 30, 2012, compared to $131.3 million for the six months ended June 30, 2011. The decrease in gross profit during the three and six months ended June 30, 2012, as compared to the three and six months ended June 30, 2011, was primarily a result of the increasingly competitive environment, including pricing pressures, and other adverse factors on our health management net product sales and services revenues.

As a percentage of our health management net product sales and services revenue, gross margin for both the three and six months ended June 30, 2012 was 45%, compared to 47% for both the three and six months ended June 30, 2011. The lower margin percentage earned during 2012 is primarily a result of the increasingly competitive environment, including pricing pressures, and other adverse factors on our health management net product sales and services revenues, as discussed above.

Consumer Diagnostics

Gross profit from our consumer diagnostics net product sales and services revenue increased by $0.2 million, or 4%, to $5.6 million for the three months ended June 30, 2012, compared to $5.4 million for the three months ended June 30, 2011.

Gross profit from our consumer diagnostics net product sales and services revenue decreased by $0.8 million, or 8%, to $9.2 million for the six months ended June 30, 2012, compared to $10.0 million for the six months ended June 30, 2011. The decrease in gross margin was primarily the result of a one-time cost of goods sold adjustment totaling approximately $0.7 million related to our manufacturing agreement with SPD recorded during the six months ended June 30, 2012.

As a percentage of our consumer diagnostics net product sales and services revenue, gross margin for the three and six months ended June 30, 2012 was 26% and 21%, respectively, compared to 24% and 22% for the three and six months ended June 30, 2011, respectively.

Research and Development Expense. Research and development expense decreased by $0.9 million, or 2%, to $40.4 million for the three months ended June 30, 2012, from $41.3 million for the three months ended June 30, 2011. Restructuring charges associated with our various restructuring plans to integrate our newly-acquired businesses totaling approximately $14,000 and $0.4 million were included in research and development expense for the three months ended June 30, 2012 and 2011, respectively. Amortization expense of $1.5 million and $7.4 million was included in research and development expense for the three months ended June 30, 2012 and 2011, respectively. Included in the $7.4 million of amortization expense for the three months ended June 30, 2011, was $6.1 million related to the write off of certain in-process research and development projects fair valued in connection with the Standard Diagnostics, Inc., or Standard Diagnostics, acquisition during the first quarter of 2010.

Research and development expense increased by $1.6 million, or 2%, to $79.4 million for the six months ended June 30, 2012, from $77.9 million for the six months ended June 30, 2011. Restructuring charges associated with our various restructuring plans to integrate our newly-acquired businesses totaling approximately $0.6 million and $0.4 million were included in research and development expense for the six months ended June 30, 2012 and 2011, respectively. Amortization expense of $3.9 million and $9.7 million was included in research and development expense for the six months ended June 30, 2012 and 2011, respectively. Included in the $9.7 million of amortization expense for the six months ended June 30, 2011, was $7.2 million related to the write off of certain in-process research and development projects fair valued in connection with the Standard Diagnostics acquisition during the first quarter of 2010.

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Research and development expense as a percentage of net revenue was 6% for both the three and six months ended June 30, 2012, compared to 7% for both the three and six months ended June 30, 2011.

Sales and Marketing Expense. Sales and marketing expense increased by $18.9 million, or 13%, to $159.3 million for the three months ended June 30, 2012, from $140.4 million for the three months ended June 30, 2011. The increase in sales and marketing expense primarily relates to additional spending related to newly-acquired businesses. Restructuring charges associated with our various restructuring plans to integrate our newly-acquired businesses totaling approximately $0.2 million and $1.9 million were included in sales and marketing expense for the three months ended June 30, 2012 and 2011, respectively. Amortization expense of $60.4 million and $53.4 million was included in sales and marketing expense for the three months ended June 30, 2012 and 2011, respectively.

Sales and marketing expense increased by $44.3 million, or 16%, to $317.9 million for the six months ended June 30, 2012, from $273.6 million for the six months ended June 30, 2011. The increase in sales and marketing expense primarily relates to additional spending related to newly-acquired businesses. Restructuring charges associated with our various restructuring plans to integrate our newly-acquired businesses totaling approximately $1.0 million and $2.9 million were included in sales and marketing expense for the six months ended June 30, 2012 and 2011, respectively. Amortization expense of $118.1 million and $105.6 million was included in sales and marketing expense for the six months ended June 30, 2012 and 2011, respectively.

Sales and marketing expense as a percentage of net revenue was 23% for both the three and six months ended June 30, 2012, compared to 25% and 24% for the three and six months ended June 30, 2011, respectively.

General and Administrative Expense. General and administrative expense increased by approximately $26.6 million, or 28%, to $121.5 million for the three months ended June 30, 2012, from $94.8 million for the three months ended June 30, 2011. The increase in general and administrative expense relates primarily to additional spending related to newly-acquired businesses. During the three months ended June 30, 2012 and 2011, we recorded income of $6.7 million and $7.2 million, respectively, in connection with fair value adjustments to acquisition-related contingent consideration obligations. Acquisition-related costs of $3.8 million and $1.4 million were included in general and administrative expense for the three months ended June 30, 2012 and 2011, respectively. Restructuring charges associated with our various restructuring plans to integrate our newly-acquired businesses totaling approximately $1.1 million and $7.1 million were included in general and administrative expense for the three months ended June 30, 2012 and 2011, respectively. Amortization expense of $2.0 million and $2.9 million was included in general and administrative expense for the three months ended June 30, 2012 and 2011, respectively.

General and administrative expense increased by approximately $41.5 million, or 21%, to $241.9 million for the six months ended June 30, 2012, from $200.4 million for the six months ended June 30, 2011. The increase in general and administrative expense relates primarily to additional spending related to newly-acquired businesses. During the six months ended June 30, 2012 and 2011, we recorded income of $1.6 million and $5.8 million, respectively, in connection with fair value adjustments to acquisition-related contingent consideration obligations. Acquisition-related costs of $5.3 million and $3.3 million were included in general and administrative expense for the six months ended June 30, 2012 and 2011, respectively. Restructuring charges associated with our various restructuring plans to integrate our newly-acquired businesses totaling approximately $4.2 million and $11.0 million were included in general and administrative expense for the six months ended June 30, 2012 and 2011, respectively. Amortization expense of $4.1 million and $7.6 million was included in general and administrative expense for the six months ended June 30, 2012 and 2011, respectively.

General and administrative expense as a percentage of net revenue was 17% and 18% for the three and six months ended June 30, 2012, respectively, compared to 17% for both the three and six months ended June 30, 2011.

Interest Expense. Interest expense includes interest charges and the amortization of deferred financing costs and original issue discounts associated with certain debt issuances. Interest expense decreased by $13.0 million, or 19%, to $55.5 million for the three months ended June 30, 2012, from $68.6 million for the three months ended June 30, 2011. The decrease is principally due to interest expense of $29.9 million recorded during the three months ended June 30, 2011 in connection with the termination of our former secured credit facility and related interest rate swap agreement, coupled with the amortization of fees paid for certain debt modifications. This decrease was partially offset by higher interest expense recorded in connection with higher outstanding debt balances and applicable interest rates during the second quarter of 2012 under our secured credit facility, compared to the outstanding debt balances and applicable interest rates under our previous secured credit facility during the second quarter of 2011.

Interest expense decreased by $0.6 million, or 1%, to $106.3 million for the six months ended June 30, 2012, from $106.9 million for the six months ended June 30, 2011. The decrease is a result of interest expense of $29.9 million recorded during the six months ended June 30, 2011 in connection with the termination of our former secured credit facility and related interest rate swap agreement, coupled with the amortization of fees paid for certain debt modifications, offset by higher interest expense recorded in

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connection with higher outstanding debt balances and applicable interest rates during the six months ended June 30, 2012 under our secured credit facility, compared to the outstanding debt balances and applicable interest rates under our previous secured credit facility during the six months ended June 30, 2011.

Other Income (Expense), Net. Other income (expense), net includes interest income, realized and unrealized foreign exchange gains and losses, and other income and expense. The components and the respective amounts of other income (expense), net are summarized as follows (in thousands):

	Three Months Ended June  30,									Six Months Ended June 30,
	2012			2011			Change			2012			2011			Change
Interest income	$	503		$	418		$	85		$	1,065		$	891		$	174
Foreign exchange gains (losses), net		(5,423	)		351			(5,774	)		(6,197	)		(2,792	)		(3,405	)
Other		8,731			(332	)		9,063			20,774			4,674			16,100
Total other income (expense), net	$	3,811		$	437		$	3,374		$	15,642		$	2,773		$	12,869

The primary reason for the decrease in foreign exchange gains (losses), net for both the three and six months ended June 30, 2012, as compared to the three and six months ended 2011, was realized and unrealized foreign exchange losses associated with changes in currency exchange rates during the respective periods. Other income of $8.7 million for the three months ended June 30, 2012 includes a $7.2 million gain recorded on the sale of property and $1.4 million of income associated with legal settlements related to intellectual property litigation. Other income of $20.8 million for the six months ended June 30, 2012 includes a $13.5 million final royalty termination payment received from Quidel, a $7.2 million gain recorded on the sale of property and $1.4 million of income associated with legal settlements related to intellectual property litigation. Other income of $4.7 million for the six months ended June 30, 2011 includes $3.0 million of estimated prior period royalty income and a $1.8 million reversal of a prior period legal settlement reserve no longer deemed necessary.

Benefit for Income Taxes. The benefit for income taxes decreased by $42.2 million to a $0.5 million benefit for the three months ended June 30, 2012 from a $42.7 million benefit for the three months ended June 30, 2011. The effective tax rate was 3% for the three months ended June 30, 2012 compared to 82% for the three months ended June 30, 2011. The income tax benefit for the three months ended June 30, 2012 and 2011 relates to federal, foreign and state income tax provisions (benefits). The decrease in the effective income tax rate and benefit for income taxes during the three months ended June 30, 2012, compared to the three months ended June 30, 2011, is primarily due to the expiration of the federal research and development tax credit during 2012, an increase in certain foreign earnings subject to U.S. taxation, an increase to certain tax reserves under the principles of accounting for uncertain tax positions in accordance with ASC 740, Income Taxes, and increases in certain current year state tax losses not benefitted.

The benefit for income taxes decreased by $45.1 million to a $1.9 million benefit for the six months ended June 30, 2012 from a $47.1 million benefit for the six months ended June 30, 2011. The effective tax rate was 9% for the six months ended June 30, 2012 compared to 83% for the six months ended June 30, 2011. The income tax benefit for the six months ended June 30, 2012 and 2011 relates to federal, foreign and state income tax provisions (benefits). The decrease in the effective income tax rate and benefit for income taxes during the six months ended June 30, 2012, compared to the six months ended June 30, 2011, is primarily due to the expiration of the federal research and development tax credit during 2012, an increase in certain foreign earnings subject to U.S. taxation, an increase to certain tax reserves under the principles of accounting for uncertain tax positions in accordance with ASC 740, Income Taxes, and increases in certain current year state tax losses not benefitted. In addition, during the six months ended June 30, 2011, there was a discrete benefit recorded for the reversal of valuation allowances on certain capital assets and for the discrete benefit of the impact of certain deferred tax rate changes.

Equity Earnings in Unconsolidated Entities, Net of Tax. Equity earnings in unconsolidated entities is reported net of tax and includes our share of earnings in entities that we account for under the equity method of accounting. Equity earnings in unconsolidated entities, net of tax for the three and six months ended June 30, 2012 reflects the following: (i) our 50% interest in SPD in the amount of $3.3 million and $6.1 million, respectively, (ii) our 40% interest in Vedalab S.A., or Vedalab, in the amount of $0.1 million and $0.1 million, respectively, and (iii) our 49% interest in TechLab, Inc., or TechLab, in the amount of $0.5 million and $1.2 million, respectively. Equity earnings in unconsolidated entities, net of tax for the three and six months ended June 30, 2011 reflects the following: (i) our 50% interest in SPD in the amount of $(0.9) million and $(0.5) million, respectively, (ii) our 40% interest in Vedalab in the amount of $0.1 million and $0.2 million, respectively, and (iii) our 49% interest in TechLab in the amount of $0.6 million and $1.2 million, respectively.

Net Income (Loss) Available to Common Stockholders. For the three months ended June 30, 2012, we generated a net loss available to common stockholders of $18.2 million, or $0.23 per basic common share. For the three months ended June 30, 2011, we

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generated a net loss available to common stockholders of $4.7 million, or $0.05 per basic common share. Net income (loss) available to common stockholders reflects $5.3 million and $5.5 million of preferred stock dividends paid during the three months ended June 30, 2012 and 2011, respectively, and $10.2 million of income associated with the repurchase of preferred stock during the three months ended June 30, 2011. See Note 5 of the accompanying consolidated financial statements for the calculation of net income (loss) per common share.

For the six months ended June 30, 2012, we generated a net loss available to common stockholders of $22.3 million, or $0.28 per basic common share. For the six months ended June 30, 2011, we generated net income available to common stockholders of $3.4 million, or $0.04 per basic and diluted common share. Net income (loss) available to common stockholders reflects $10.6 million and $11.3 million of preferred stock dividends paid during the six months ended June 30, 2012 and 2011, respectively, and $23.9 million of income associated with the repurchase of preferred stock during the six months ended June 30, 2011. See Note 5 of the accompanying consolidated financial statements for the calculation of net income (loss) per common share.

Liquidity and Capital Resources

Based upon our current working capital position, current operating plans and expected business conditions, we currently expect to fund our short- and long-term working capital needs primarily using existing cash and our operating cash flow, and we expect our working capital position to improve as we improve our future operating margins and grow our business through new product and service offerings and by continuing to leverage our strong intellectual property position. As of June 30, 2012, we have $303.7 million of cash and cash equivalents, of which $93.8 million was held by domestic subsidiaries and $209.9 million was held by foreign entities. We do not plan to repatriate cash held by foreign entities due to adverse tax implications, including incremental U.S. tax liabilities and potential foreign withholding tax liabilities.

We may also utilize our secured credit facility (See Note 9) or other new sources of financing to fund a portion of our capital needs and other commitments, including our contractual contingent consideration obligations and future acquisitions. As of June 30, 2012, we had outstanding borrowings totaling $47.5 million under the $250.0 million revolving line of credit under our secured credit facility, leaving $202.5 million available to us for additional borrowings. Our ability to access the capital markets may be impacted by the amount of our outstanding debt and equity and the extent to which our assets are encumbered by our outstanding secured debt. The terms and conditions of our outstanding debt instruments also contain covenants which expressly restrict our ability to incur additional indebtedness and conduct other financings. As of June 30, 2012, we had $3.5 billion in outstanding indebtedness comprised of $2.3 billion under our secured credit facility, $400.0 million of 8.625% subordinated notes due 2018, $392.1 million of 9% senior subordinated notes due 2016, $246.1 million of 7.875% senior notes due 2016 and $150.0 million of 3% senior subordinated convertible notes due 2016. The applicable interest rate margins under our secured credit facility represent an increase of between approximately 0.75% and 2.25% (depending on the type of loan and the type of interest rate involved and on our applicable leverage ratios) over the applicable margins under our former secured credit facility. As a result of this increase in applicable interest rates, the 1.00% floor with respect to the base Eurodollar Rate (as defined in the senior credit facility) for “B” term loans, “Incremental B-1” term loans and “Incremental B-2” term loans under our secured credit facility that are based on the Eurodollar Rate, margins and the larger amount outstanding under our secured credit facility, we anticipate that our aggregate interest expense in future periods will exceed our aggregate interest expense in 2011.

If the capital and credit markets experience volatility or the availability of funds is limited, we may incur increased costs associated with issuing debt instruments. In addition, it is possible that our ability to access the capital and credit markets could be limited by these or other factors at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt and/or react to changing economic and business conditions.

Our funding plans for our working capital needs and other commitments may be adversely impacted by unexpected costs associated with integrating the operations of newly-acquired companies, executing our cost-savings strategies and prosecuting and defending our existing lawsuits and/or unforeseen lawsuits against us. We also cannot be certain that our underlying assumed levels of revenues and expenses will be realized. In addition, we intend to continue to make significant investments in our research and development efforts related to the substantial intellectual property portfolio we own. We may also choose to further expand our research and development efforts and may pursue the acquisition of new products and technologies through licensing arrangements, business acquisitions, or otherwise. We may also choose to make significant investment to pursue legal remedies against potential infringers of our intellectual property rights. If we decide to engage in such activities, or if our operating results fail to meet our expectations, we could be required to seek additional funding through public or private financings or other arrangements. In such event, adequate funds may not be available when needed or may be available only on terms which could have a negative impact on our business and results of operations. In addition, if we raise additional funds by issuing equity or convertible securities, dilution to then existing stockholders may result.

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Cash Flow Summary

(in thousands)

	Six Months Ended June 30,
	2012			2011
Net cash provided by operating activities	$	166,230		$	158,501
Net cash used in investing activities		(353,068	)		(186,323	)
Net cash provided by financing activities		189,449			180,566
Foreign exchange effect on cash and cash equivalents		1,955			2,612
Net increase in cash and cash equivalents		4,566			155,356
Cash and cash equivalents, beginning of period		299,173			401,306
Cash and cash equivalents, end of period	$	303,739		$	556,662

Summary of Changes in Cash Position

As of June 30, 2012, we had cash and cash equivalents of $303.7 million, a $4.6 million increase from December 31, 2011. Our primary sources of cash during the six months ended June 30, 2012 included $166.2 million generated by our operating activities, approximately $198.0 million of proceeds received in connection with the “Incremental B-2” term loans entered into as part of our secured credit facility, $47.5 million borrowed against our secured credit facility revolving line of credit, $21.7 million of proceeds received from the sale of property, plant and equipment, $8.7 million from common stock issuances under employee stock option and stock purchase plans and a $6.1 million return of capital from SPD. Our primary uses of cash during the six months ended June 30, 2012 included $310.2 million net cash paid for acquisitions, $69.5 million of capital expenditures, $29.9 million related to the repayment of long-term debt obligations, $7.7 million related to an increase in other assets, $10.6 million for cash dividends paid on our Series B Preferred stock and $6.5 million paid for contingent purchase price consideration, $6.2 million related to the repayment of short-term debt obligations. Fluctuations in foreign currencies positively impacted our cash balance by $2.0 million during the six months ended June 30, 2012.

Cash Flows from Operating Activities

Net cash provided by operating activities during the six months ended June 30, 2012 was $166.2 million, which resulted from a net loss of $11.9 million, $193.9 million of non-cash items and $15.9 million of cash utilized by changes in net working capital requirements during the period. The $193.9 million of non-cash items included, among other items, $211.6 million related to depreciation and amortization, a $4.7 million non-cash charge relating to the write-up of inventory to fair value in connection with the acquisition of Axis-Shield, $10.7 million of interest expense related to the amortization of deferred financing costs and original issue discounts and $8.2 million related to stock-based compensation, partially offset by a $27.4 million decrease related to changes in our deferred tax assets and liabilities, which partially resulted from amortization of intangible assets, a $7.4 million decrease attributable to equity earnings in unconsolidated entities and a $5.9 million gain on the sale of property, plant and equipment.

Cash Flows from Investing Activities

Our investing activities during the six months ended June 30, 2012 utilized $353.1 million of cash, including $310.2 million net cash paid for acquisitions, $69.5 million of capital expenditures and $7.7 million related to an increase in other assets, offset by $21.7 million of proceeds received from the sale of property, plant and equipment and a $6.1 million return of capital from SPD.

Cash Flows from Financing Activities

Net cash provided by financing activities during the six months ended June 30, 2012 was $189.4 million. Financing activities during the six months ended June 30, 2012 primarily included approximately $198.0 million of net proceeds received in connection with the “Incremental B-2” term loans entered into as part of our secured credit facility, $47.5 million borrowed against our secured credit facility revolving line of credit and $8.7 million of cash received from common stock issuances under employee stock option and stock purchase plans. We utilized approximately $29.9 million in connection with the repayment of long-term debt obligations, $6.2 million for the repayment of short-term debt obligations, $10.6 million for cash dividends paid on our Series B Preferred stock and $6.5 million paid for contingent purchase price consideration.

As of June 30, 2012, we had an aggregate of $15.6 million in outstanding capital lease obligations which are payable through 2019.

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Income Taxes

As of December 31, 2011, we had approximately $216.4 million of domestic NOL and capital loss carryforwards and $209.5 million of foreign NOL and capital loss carryforwards, respectively, which either expire on various dates through 2031 or may be carried forward indefinitely. These losses are available to reduce federal, state and foreign taxable income, if any, in future years. These losses are also subject to review and possible adjustments by the applicable taxing authorities. In addition, the domestic NOL carryforward amount at December 31, 2011 included approximately $97.1 million of pre-acquisition losses at Matria, QAS, ParadigmHealth, Biosite, Cholestech, Redwood, HemoSense, Ischemia, Ostex International, Ionian and Twist. Effective January 1, 2009, we adopted a new accounting standard for business combinations. Prior to adoption of this standard, the pre-acquisition losses were applied first to reduce to zero any goodwill and other non-current intangible assets related to the acquisitions, prior to reducing our income tax expense. Upon adoption of the new accounting standard, the reduction of a valuation allowance is generally recorded to reduce our income tax expense.

Furthermore, all domestic losses are subject to the Internal Revenue Code Section 382 limitation and may be limited in the event of certain cumulative changes in ownership interests of significant shareholders over a three-year period in excess of 50%. Section 382 imposes an annual limitation on the use of these losses to an amount equal to the value of the company at the time of the ownership change multiplied by the long-term tax exempt rate. We have recorded a valuation allowance against a portion of the deferred tax assets related to our NOLs and certain of our other deferred tax assets to reflect uncertainties that might affect the realization of such deferred tax assets, as these assets can only be realized via profitable operations.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of June 30, 2012.

Contractual Obligations

On March 28, 2012, we entered into a third amendment to our secured credit facility, which provides for an additional term loan facility consisting of “Incremental B-2” term loans in the aggregate principal amount of $200.0 million. As of June 30, 2012, aggregate borrowings under the secured credit facility amounted to $2.3 billion. The table below summarizes our aggregate long-term debt obligations as of June 30, 2012 (in thousands).

	Payments Due by Period
	Total		2012		2013-2014		2015-2016		Thereafter
Long-term debt obligations	$	3,557,641	$	29,042	$	108,973	$	1,710,356	$	1,709,270

The following summarizes our principal contractual obligations as of June 30, 2012 that have changed significantly since December 31, 2011, other than the changes described above with respect to our secured credit facility, and the effects such obligations are expected to have on our liquidity and cash flow in future periods. Other contractual obligations that were presented in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2011, but omitted below, represent those that have not changed significantly since that date.

(a) Acquisition-related Contingent Consideration Obligations

• AmMed

With respect to AmMed Direct LLC, the terms of the acquisition agreement require us to pay an earn-out upon successfully meeting certain operational targets within six months of the acquisition date. The maximum amount of the earn-out payment is $2.0 million.

• Capital Toxicology

The initial terms of the acquisition agreement for Capital Toxicology, LLC, provided for an earn-out calculated based on the amount, if any, by which EBITDA derived from the acquired business exceeded specified targets during each of the calendar years 2011 and 2012. A portion of the earn-out for the 2011 calendar year totaling approximately $2.1 million was earned and accrued as of December 31, 2011. During the first quarter of 2012, the acquisition agreement was modified to base the earn-out on the excess of actual cash collections for 2011 sales over 2011 expenses rather than EBITDA. This new criteria resulted in an incremental $2.9 million accrual related to the earn-out for the 2011 calendar year based on cash collections through March 31, 2011. $4.1 million was paid in respect of the earn-out for the 2011 calendar year during the second quarter of 2012. An additional payment may be made based on incremental cash collections for 2011 sales received prior to August 31, 2012. The maximum potential remaining amount of the earn-out payments for both the 2011 and 2012 calendar years is approximately $11.9 million.

• eScreen

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With respect to eScreen, the terms of the acquisition agreement require us to pay earn-outs upon successfully meeting certain financial targets during calendar years 2012 through 2014. The maximum amount of the earn-out payments is $70.0 million.

• Standing Stone

With respect to Standing Stone, Inc., or Standing Stone, the terms of the acquisition agreement require us to pay earn-outs and employee bonuses upon successfully meeting certain operational, product development and revenue targets during the period from the date of acquisition through calendar year 2013. A cash earn-out payment totaling approximately $5.5 million and employee bonus payments totaling approximately $0.3 million for the achievement of the first two milestones were made during the second quarter of 2012. The maximum remaining amount of the earn-out payments is approximately $5.5 million. The maximum remaining amount of the employee bonuses is $0.3 million.

(b) Contingent Obligations

• Standing Stone

Under the terms of the acquisition agreement we acquired the remaining 19.08% of the issued and outstanding capital stock of Standing Stone, the holders of which were officers and employees of Standing Stone, in May 2012 for an aggregate purchase price of approximately $2.6 million.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements in accordance with generally accepted accounting principles requires us to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On a quarterly basis, we evaluate our estimates, including those related to revenue recognition and related allowances, bad debt, inventory, valuation of long-lived assets, including intangible assets and goodwill, income taxes, including any valuation allowance for our net deferred tax assets, contingencies and litigation, and stock-based compensation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

There have been no significant changes in our critical accounting policies or management estimates since December 31, 2011. A comprehensive discussion of our critical accounting policies and management estimates is included in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2011.

Recent Accounting Pronouncements

See Note 16 in the notes to the consolidated financial statements included in this Quarterly Report on Form 10-Q, regarding the impact of certain recent accounting pronouncements on our consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risks, and the ways we manage them, are summarized in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our Annual Report on Form 10-K, as amended, for the year ended December 31, 2011. Market risks that were presented in our annual report but are omitted below represent those that have not changed significantly since that date. The following discussion about our market risk disclosures involves forward-looking statements. Actual results could differ materially from those discussed in the forward-looking statements.

Interest Rate Risk

We are exposed to market risk from changes in interest rates primarily through our investing and financing activities. In addition, our ability to finance future acquisition transactions or fund working capital requirements may be impacted if we are not able to obtain appropriate financing at acceptable rates.

Our investing strategy to manage interest rate exposure is to invest in short-term, highly-liquid investments. Our investment policy also requires investment in approved instruments with an initial maximum allowable maturity of eighteen months and an average maturity of our portfolio that should not exceed six months, with at least $500,000 cash available at all times. Currently, our

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short-term investments are in money market funds with original maturities of 90 days or less. At June 30, 2012, our short-term investments approximated market value. At June 30, 2012, under the credit agreement for our secured credit facility we had (i) term loans in an aggregate outstanding principal amount of $2.3 billion (consisting of “A” term loans (including the “Delayed-Draw” term loans) in the aggregate principal amount of $901.6 million, “B” term loans in the aggregate principal amount of $918.1 million, “Incremental B-1” term loans in the aggregate principal amount of $248.8 million and “Incremental B-2” term loans in the aggregate principal amount of $197.6 million), (ii) $47.5 million of outstanding borrowings under the revolving line of credit and (iii) subject to our continued compliance with the credit agreement, the ability to borrow a maximum of up to an additional $202.5 million under a revolving line of credit, which includes a $50.0 million sublimit for the issuance of letters of credit. Loans can be either Base Rate Loans or Eurodollar Rate Loans at our election, and interest accrues on loans and our other Obligations under the terms of the credit agreement as follows (with the terms referenced above and below in this paragraph having the meanings given to them in the credit agreement): (i) in the case of loans that are Base Rate Loans, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin, each as in effect from time to time, (ii) in the case of loans that are Eurodollar Rate Loans, at a rate per annum equal to the sum of the Eurodollar Rate and the Applicable Margin, each as in effect for the applicable Interest Period, and (iii) in the case of other Obligations, at a rate per annum equal to the sum of the Base Rate and the Applicable Margin for Revolving Loans that are Base Rate Loans, each as in effect from time to time. The Base Rate is a floating rate which approximates the U.S. prime rate as in effect from time to time. The Eurodollar Rate is equal to the LIBOR rate and is set for a period of one, two, three or six months at our election. Applicable Margins for our “A” term loans (including the “Delayed-Draw” term loans) and revolving line of credit loans range from (i) with respect to such loans that are Base Rate Loans, 1.75% to 2.50% and (ii) with respect to such loans that are Eurodollar Rate Loans, 2.75% to 3.50%, in each case, depending upon our consolidated secured leverage ratio (as determined under the credit agreement). Applicable Margins for our “B” term loans, “Incremental B-1” term loans and “Incremental B-2” term loans range from (i) with respect to such loans that are Base Rate Loans, 2.50% to 3.25% and (ii) with respect to such loans that are Eurodollar Rate Loans, 3.50% to 4.25%, in each case, depending upon our consolidated secured leverage ratio. Interest on “B” term loans, “Incremental B-1” term loans and “Incremental B-2” term loans based on the Eurodollar Rate is subject to a 1.00% floor with respect to the base Eurodollar Rate. As of June 30, 2012, the “A” term loans (including the “Delayed-Draw” term loans), the “B” term loans, the “Incremental B-1” term loans, the “Incremental B-2” term loans and the revolving line of credit loans bore interest (including applicable margins) at 3.24%, 4,75%, 4.75%, 4.75% and 3.24% per annum, respectively.

Assuming no changes in our consolidated secured leverage ratio, the effect of interest rate fluctuations on outstanding borrowings as of June 30, 2012 over the next twelve months is quantified and summarized as follows (in thousands):

	Interest Expense Increase
Interest rates payable by us increase by 100 basis points	$	23,135
Interest rates payable by us increase by 200 basis points	$	46,269

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a -15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective at that time. We and our management understand nonetheless that controls and procedures, no matter how well designed and operated, can provide only reasonable assurances of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. In reaching their conclusions stated above regarding the effectiveness of our disclosure controls and procedures, our CEO and CFO concluded that such disclosure controls and procedures were effective as of such date at the “reasonable assurance” level.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the most recent fiscal quarter covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Please see Part I, Item 2, “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—FDA and OIG Matters Relating to Alere Triage Products” for a description of certain legal matters.

ITEM 1A. RISK FACTORS

This section updates and supplements the risk factors detailed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2011, and should be read in conjunction with such disclosure. The risks described below may materially impact your investment in our company or may in the future, and, in some cases, already do materially affect us and our business, financial condition and results of operations. You should carefully consider these factors with respect to your investment in our securities.

We face risks and uncertainties relating to the FDA inspection and subpoena with respect to our Alere Triage products.

        In March 2012, the FDA began an inspection of our San Diego facility relating to our Alere Triage products, and we have received a subpoena from the Office of Inspector General of the Department of Health and Human Services, or the OIG, seeking documents relating primarily to the quality control testing and performance characteristics of Alere Triage products. As a result of the FDA inspection, and as previously disclosed, we implemented two recalls of Alere Triage products during the second quarter of 2012. We also implemented interim quality control release specifications and agreed to implement final, tighter quality control release specifications by September 30, 2012. In June 2012, the inspection was closed, and we received inspectional observations on FDA Form 483. We have provided the FDA with a written response to the 483 that describes proposed actions for resolving each of the inspectional observations. We have already completed a number of these actions and are working to implement the others. In addition, we are in the process of implementing product and process changes which we hope will ultimately improve manufacturing yield rates under both the interim release specifications, which we have been shipping against since early April 2012, and the final release specifications, which have not yet been determined. We intend to work cooperatively with both the FDA and OIG with respect to these matters. It is possible that the issues arising out of the inspection and subpoena may be expanded to cover other matters. We may be unable to implement corrective actions within a timeframe and in a manner satisfactory to the FDA. We are unable to predict when these matters will be resolved or what action, if any, the government will take in connection with these matters. Also, except for anticipated increases in manufacturing costs and decreased profitability for our Alere Triage products, we are unable to predict what impact these matters or ensuing proceedings, if any, will have on our financial condition, results of operations or cash flows. Our related efforts to improve our production and quality control processes and increase production have increased our manufacturing costs, and we expect that our costs will continue to increase as we prepare to meet the final release specifications due to be implemented by September 30, 2012. Because our efforts to improve our manufacturing processes are ongoing and because the final release specifications have not yet been determined, we are unable to determine the extent to which our manufacturing costs will increase as a result of these matters or the impact of these matters on the profitability of these products. For the same reasons, we cannot predict the continuing impact of the interim or final quality control release specifications on our manufacturing yields, and we cannot guarantee that we will be able to manufacture all of the impacted products at cost-effective yield rates under the final release specifications, in which case we may be required to, or we may opt to, cease production and sale of the impacted products. In any case, we expect that our ability to supply certain Alere Triage products will continue to be limited, which is expected to adversely affect revenues from sales of these products. We are unable to predict the scope of any further product recalls or the duration of any product shortage. We have received inquiries from regulatory authorities outside the United States regarding the Alere Triage recalls in the United States and in at least one case, remedial or corrective action was required. It is possible that foreign regulatory authorities might require us to take additional actions with respect to Alere Triage products sold outside the United States. Our revenues and market share could be adversely affected by customer decisions to switch to competing products due to product shortages or damage to our reputation resulting from these matters. In connection with these matters, we may face potential enforcement proceedings by the government, potential civil or criminal fines and penalties, including disgorgement of amounts received for any adulterated products, potential withdrawals of regulatory approvals, the possibility of injunctive relief, which could limit, modify or constrain our ability to manufacture, market and sell our products, possible exclusion from participation in government healthcare programs, such as Medicare and Medicaid, and potential product liability litigation. We are unable to predict the costs we may incur in responding to the subpoena or other potential investigations of these matters. Any of these risks and uncertainties could adversely affect our revenues, results of operations, cash flows and financial condition.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the period covered by this report, we issued 16,667 shares of our common stock upon the exercise of warrants for cash, resulting in aggregate proceeds to us of $225,671. During the period covered by this report, we issued 8,213 shares of our common stock upon the net exercise of warrants to purchase 25,700 shares of our common stock, resulting in aggregate non-cash consideration to us of $347,978. The warrants were issued in 2002 in a private placement relating to an acquisition. The shares issued upon exercise of the warrants were offered and sold, in 50 separate transactions, pursuant to the exemption from registration afforded by Section  4(2) of the Securities Act of 1933, as amended, or the Securities Act.

ITEM 6. EXHIBITS

Exhibits:

Exhibit No.	Description
*3.1	Amended and Restated Certificate of Incorporation of Alere Inc., as amended
*31.1	Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*31.2	Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
*101	Interactive Data Files regarding (a) our Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011, (b) our Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011, (c) our Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011, (d) our Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 and (e) the Notes to such Consolidated Financial Statements.

* Filed herewith

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SIGNATURE

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

	ALERE INC.
Date: August 8, 2012	/s/ David Teitel
	David Teitel
	Chief Financial Officer and an authorized officer

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EX-3.1

Exhibit 3.1

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 11/19/2001

010586631 – 3391092

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INVERNESS MEDICAL INNOVATIONS, INC.

Inverness Medical Innovations, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:

1. The name of the Corporation is Inverness Medical Innovations, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware was May 11, 2001 (the “Original Certificate”). The name under which the Corporation filed the Original Certificate was New IMT Corporation.

2. This Amended and Restated Certificate of Incorporation (the “Certificate”) amends, restates and integrates the provisions of the Original Certificate, as amended, and was duly adopted in accordance with the provisions of Sections 242 and 245 of the Delaware General Corporation Law (the “DGCL”).

3. The text of the Original Certificate, as amended, is hereby amended and restated in its entirety to provide as herein set forth in full.

ARTICLE I

The name of the Corporation is Inverness Medical Innovations, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 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 purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

ARTICLE IV

CAPITAL STOCK

The total number of shares of capital stock which the Corporation shall have authority to issue is Fifty-Five Million (55,000,000) shares, of which (i) Fifty Million (50,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) Five Million (5,000,000) shares shall be a class designated as preferred stock, par value $0.001 per share (the “Preferred Stock”).

The number of authorized shares of the class of Preferred Stock may from time to time be increased or decreased (but not below the number of shares outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote, without a vote of the holders of the Preferred Stock (except as otherwise provided in any certificate of designations of any series of Preferred Stock).

The powers, preferences and rights of, and the qualifications, limitations and restrictions upon, each class or series of stock shall be determined in accordance with, or as set forth below in, this Article IV.

A. COMMON STOCK

Subject to all the rights, powers and preferences of the Preferred Stock and except as provided by law or in this Article IV (or in any certificate of designations of any series of Preferred Stock):

(a) the holders of the Common Stock shall have the exclusive right to vote for the election of directors of the Corporation (the “Directors”) and on all other matters requiring stockholder action, each outstanding share entitling the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate (or on any amendment to a certificate of designations of any series of Preferred Stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to this Certificate (or pursuant to a certificate of designations of any series of Preferred Stock) or pursuant to the DGCL;

(b) dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends, but only when and as declared by the Board or any authorised committee thereof; and

(c) upon the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the net assets of the Corporation shall, subject to the rights of the holders of any Preferred Stock then outstanding, be distributed pro rata to the holders of the Common Stock.

B. PREFERRED STOCK

The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide for the issuance of the shares of Preferred Stock in one or more series of such stock, and by filing a certificate pursuant to applicable law of the State of Delaware, to establish or change from time to time the number of shares of each such series, and to fix the designations, powers, including voting powers, full or limited, or no voting powers, preferences and the relative, participating, optional or other special rights of the shares of each series and any qualifications, limitations and restrictions thereof.

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ARTICLE V

STOCKHOLDER ACTION

1. Action without Meeting. Except as otherwise provided herein, any action required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders and may not be taken or effected by a written consent of stockholders in lieu thereof.

2. Special Meetings. Except as otherwise required by statute and subject to the rights, if any, of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office. Only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation.

ARTICLE VI

DIRECTORS

1. General. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided herein or required by law.

2. Election of Directors. Election of Directors need not be by written ballot unless the By-laws of the Corporation (the “By-laws”) shall so provide.

3. Number of Directors; Term of Office. The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. The Directors, other than those who may be elected by the holders of any series of Preferred Stock, shall be classified, with respect to the term for which they severally hold office, into three classes, as nearly equal in number as reasonably possible. The initial Class I Directors of the Corporation shall be Ernest A. Carabillo, Jr. and John F. Levy; the initial Class II Directors of the Corporation shall be Carol R. Goldberg, Alfred M. Zeien and Ron Zwanziger; and the initial Class III Directors of the Corporation shall be Robert P. Khederian, David Scott and Peter Townsend. The initial Class I Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2002, the initial Class II Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2003, and the initial Class III Directors shall serve for a term expiring at the annual meeting of stockholders to be held in 2004. At each annual meeting of stockholders, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election. Notwithstanding the foregoing, the Directors elected to each class shall hold office until their successors are duly elected and qualified or until their earlier resignation or removal.

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Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable thereto.

4. Vacancies. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors, when the number of Directors is increased or decreased, the Board of Directors shall, subject to Article VI.3 hereof, determine the class or classes to which the increased or decreased number of Directors shall be apportioned; provided, however, that no decrease in the number of Directors shall shorten the term of any incumbent Director. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled.

5. Removal. Subject to the rights, if any, of any series of Preferred Stock to elect Directors and to remove any Director whom the holders of any such stock have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) may be removed from office (i) only with cause and (ii) only by the affirmative vote of the holders of 75% or more of the shares then entitled to vote at an election of Directors. At least forty-five (45) days prior to any meeting of stockholders at which it is proposed that any Director be removed from office, written notice of such proposed removal and the alleged grounds therefor shall be sent to the Director whose removal will be considered at the meeting.

ARTICLE VII

LIMITATION OF LIABILITY

A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, 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 DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

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Any repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, 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 before such repeal or modification of a person serving as a Director at the time of such repeal or modification.

ARTICLE VIII

AMENDMENT OF BY-LAWS

1. Amendment by Directors. Except as otherwise provided by law, the By-laws of the Corporation may be amended or repealed by the Board of Directors by the affirmative vote of a majority of the Directors then in office.

2. Amendment by Stockholders. The By-laws of the Corporation may be amended or repealed at any annual meeting of stockholders, or special meeting of stockholders called for such purpose as provided in the By-laws, by the affirmative vote of at least 75% of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class; provided, however, that if the Board of Directors recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal shall only require the affirmative vote of the majority of the outstanding shares entitled to vote on such amendment or repeal, voting together as a single class.

ARTICLE IX

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend or repeal this Certificate in the manner now or hereafter prescribed by statute and this Certificate, and all rights conferred upon stockholders herein are granted subject to this reservation. Whenever any vote of the holders of voting stock is required to amend or repeal any provision of this Certificate, and in addition to any other vote of holders of voting stock that is required by this Certificate or by law, such amendment or repeal shall require the affirmative vote of the majority of the outstanding shares entitled to vote on such amendment or repeal, and the affirmative vote of the majority of the outstanding shares of each class or series entitled to vote thereon as a class or series, as the case may be, at a duly constituted meeting of stockholders called expressly for such purpose; provided, however, that the affirmative vote of not less than 75% of the outstanding shares entitled to vote on such amendment or repeal, and the affirmative vote of not less than 75% of the outstanding shares of each class or series entitled to vote thereon as a class or series, as the case may be, shall be required to amend or repeal any provision of Article V, Article VI, Article VII, Article VIII or Article IX of this Certificate.

[End of Text]

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THIS AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is executed as of this 19^th day of November, 2001.

INVERNESS MEDICAL INNOVATIONS, INC.
By:	/s/ Ron Zwanziger
	Ron Zwanziger President

6

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:12 PM 11/14/2006

FILED 10:54 AM 11/14/2006

SRV 061040688 – 3391092 FILE

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

OF

INVERNESS MEDICAL INNOVATIONS, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is:

INVERNESS MEDICAL INNOVATIONS, INC.

2. The registered office of the corporation within the State of Delaware is hereby changed to 2711 Centerville Road, Suite 400, City of Wilmington 19808, County of New Castle.

3. The registered agent of the corporation within the State of Delaware is hereby changed to Corporation Service Company, the business office of which is identical with the registered office of the corporation as hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on 11/10/06

/s/ Jay McNamara

Name: Jay McNamara

Title: Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:33 PM 12/15/2006

FILED 01:14 PM 12/15/2006

SRV 061151102 – 3391092 FILE

FIRST AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INVERNESS MEDICAL INNOVATIONS, INC.

PURSUANT TO SECTION 242

OF THE GENERAL CORPORATION LAW OF

THE STATE OF DELAWARE

Inverness Medical Innovations, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies:

The Board of Directors of the Corporation, by vote of its members, duly adopted, pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”), an amendment to the Amended and Restated Certificate of Incorporation of the Corporation filed with the Delaware Secretary of State on November 19, 2001 and declared said amendment to be advisable. The amendment was duly adopted by the affirmative vote of the stockholders in accordance with the provisions of Section 242 of the DGCL.

RESOLVED:

That Article IV of the Amended and Restated Certificate of Incorporation of the Corporation be amended to read as follows:

“The total number of shares of capital stock which the Corporation shall have authority to issue is One Hundred Five Million (105,000,000) shares, of which (i) One Hundred Million (100,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) Five Million (5,000,000) shares shall be a class designated as preferred stock, par value $0.001 per share (the “Preferred Stock”).”

IN WITNESS WHEREOF, the Corporation has caused this First Amendment to the Certificate of Incorporation to be executed on its behalf by its Assistant Secretary, Jay McNamara, as of this 14th day of December, 2006.

Inverness Medical Innovations, Inc.
By:	/s/ Jay McNamara
Name:	Jay McNamara
Title:	Assistant Secretary

CERTIFICATE OF CORRECTION

TO THE

FIRST AMENDMENT TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

INVERNESS MEDICAL INNOVATIONS, INC.

PURSUANT TO SECTION 103

OF THE GENERAL CORPORATION LAW OF

THE STATE OF DELAWARE

Inverness Medical Innovations, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies:

1. That a First Amendment to the Certificate of Incorporation was filed by the Secretary of State of Delaware on December 15, 2006 (the “Amendment”) and that said Amendment requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

2. That due to a scrivener’s error, the Amendment erroneously indicated that the Amendment was executed on behalf of the Corporation by its Assistant Secretary, Jay McNamara, as of the 14th of December, 2006.

3. The final sentence of the Amendment is hereby corrected to read as follows:

“IN WITNESS WHEREOF, the Corporation has caused this First Amendment to the Certificate of Incorporation to be executed on its behalf by its Assistant Secretary, Jay McNamara, as of this 15th day of December, 2006.”

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:04 PM 12/18/2006

FILED 03:56 PM 12/18/2006

SRV 061158507 – 3391092 FILE

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed on its behalf by its Assistant Secretary, Jay McNamara, as of this 18th day of December, 2006

Inverness Medical Innovations, Inc.
By:	/s/ Jay McNamara
Name:	Jay McNamara
Title:	Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:19 PM 03/28/2008

FILED 04:05 PM 03/28/2008

SRV 080370575 – 3391092 FILE

SECOND CERTIFICATE OF CORRECTION

TO THE

FIRST AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF INVERNESS MEDICAL INNOVATIONS, INC.

PURSUANT TO SECTION 103

OF THE GENERAL CORPORATION LAW OF

THE STATE OF DELAWARE

Inverness Medical Innovations, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies:

1. That the Board of Directors of the Corporation, by vote of its members, duly adopted, pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”), an amendment to increase the number of authorized shares of common stock of the Corporation from the 50,000,000 shares of authorized common stock as provided in the Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on November 19, 2001 (the “Amended and Restated Certificate of Incorporation”) to 100,000,000 shares of authorized common stock and declared said amendment to be advisable.

2. That by notice dated November 13, 2006, the Corporation’s stockholders were provided notice of a special meeting of stockholders to be held on December 15, 2006 at which the stockholders would be asked to approve an amendment to the Amended and Restated Certificate of Incorporation to so increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares.

3. That by proxy statement dated November 13, 2006 and an accompanying form of proxy, the Board of Directors of the Corporation solicited proxies from the Corporation’s stockholders to amend the Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 50,000,000 shares to 100,000,000 shares.

4. That said proxy statement stated that no change would be made to the other provisions of the Amended and Restated Certificate of Incorporation of the Corporation.

5. That the amendment to the Amended and Restated Certificate of Incorporation to so increase the authorized shares of common stock from 50,000,000 shares to 100,000,000 shares was duly approved by the affirmative vote of the stockholders of the Corporation in accordance with the provisions of Section 242 of the DGCL at the meeting held December 15, 2006.

6. That a First Amendment to the Amended and Restated Certificate of Incorporation was filed by the Corporation with the Secretary of State of the State of Delaware on December 15, 2006, which amendment was subsequently corrected by a Certificate of Correction to the First Amendment to the Amended and Restated Certificate of Incorporation of Inverness Medical Innovations, Inc. filed with the Secretary of State on December 18, 2006.

7. That due to scrivener’s errors, the First Amendment to the Amended and Restated Certificate of Incorporation erroneously omitted the words “the first paragraph of” from the description of the portion of the Amended and Restated Certificate of Incorporation to be amended by such amendment, which amendment was intended only to increase the authorized shares of common stock of the Corporation from 50,000,000 shares to 100,000,000 shares and not to effect any other changes to the Amended and Restated Certificate of Incorporation.

8. That the language following the second paragraph of the First Amendment to the Amended and Restated Certificate of Incorporation is hereby corrected to read as follows:

RESOLVED:

That the first paragraph of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation be amended to read as follows:

“The total number of shares of capital stock which the Corporation shall have authority to issue is One Hundred Five Million (105,000,000) shares, of which (i) One Hundred Million (100,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) Five Million (5,000,000) shares shall be a class designated as preferred stock, par value $0.001 per share (the “Preferred Stock”).”

IN WITNESS WHEREOF, the Corporation has caused this Second Certificate of Correction to the First Amendment to the Amended and Restated Certificate of Incorporation to be executed on its behalf by its Assistant Secretary, Jay McNamara, as of this 28th day of March, 2008.

Inverness Medical Innovations, Inc.
By:	/s/ Jay McNamara
Name:	Jay McNamara
Title:	Assistant Secretary

2

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:01 PM 05/08/2008

FILED 02:01 PM 05/08/2008

SRV 080520855 – 3391092 FILE

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

OF

SERIES B CONVERTIBLE PERPETUAL PREFERRED STOCK

OF

INVERNESS MEDICAL INNOVATIONS, INC.

INVERNESS MEDICAL INNOVATIONS, INC., a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies that, pursuant to authority conferred by Article IV of the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation,” which term includes this Certificate of Designations, Preferences and Rights) and pursuant to the provisions of Section 151 of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation (the “Board of Directors”) on January 23, 2008, February 7, 2008 and May 7, 2008 adopted resolutions, true and correct copies of which are attached as Exhibits A, B, and C to this Certificate of Designations, authorizing the creation of a series of preferred stock, $0.001 par value per share, of the Corporation designated as Series B Convertible Perpetual Preferred Stock (the “Series B Preferred Stock”), such series to consist of two million three hundred thousand (2,300,000) shares, and to have preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions as follows:

1. Ranking. The Series B Preferred Stock will rank, with respect to payment of dividends and distribution of assets upon the liquidation, winding-up or dissolution of the Corporation: (i) senior to all Junior Stock, (ii) on parity with all Parity Stock and (iii) junior to all Senior Stock. The Corporation’s ability to issue Senior Stock shall be subject to the provisions of Section 4 hereof.

2. Dividends.

(a) Each holder of shares of the outstanding Series B Preferred Stock (together, the “Holders”) shall be entitled, when, as and if declared by the Board of Directors or a duly authorized committee thereof out of assets of the Corporation legally available therefor, to receive cumulative dividends, payable in the manner set forth in Section 2A, at the initial rate per annum of 3.0% of the liquidation preference of $400.00 per share of Series B Preferred Stock, subject to adjustment as provided in Section 17(b) hereof (such liquidation preference, as adjusted from time to time, the “Liquidation Preference”) (initially equivalent to $12.00 per annum per share) payable quarterly in arrears (such rate, as the same may be adjusted from time to time pursuant to Section 2(b), the “Dividend Rate”). Dividends payable for each full dividend period will be computed by dividing the Dividend Rate by four and shall be payable in arrears on each Dividend Payment Date (commencing after the first full quarter after the Series B Issue Date) for the quarterly period ending immediately prior to such Dividend Payment Date, to the holders of record of Series B Preferred Stock at the close of business on the Dividend Record Date applicable to such Dividend Payment Date. Such dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the Series B Issue Date (whether or not in any dividend period or periods there shall be assets of the

Corporation legally available for the payment of such dividends in whole or in part). Dividends payable for any partial dividend period shall be computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months. Accumulated dividends shall not bear interest if they are paid subsequent to the applicable Dividend Payment Date.

(b) If and whenever six full quarterly dividends, whether or not consecutive, payable on the Series B Preferred Stock (such period, the “Initial Six-Quarter Period”) are not paid in full, then the Dividend Rate shall increase to 4.0% of the Liquidation Preference and continue at such rate until such date as the Corporation has paid in full all accumulated and unpaid dividends on the Series B Preferred Stock for all dividend periods terminating on or prior to such date, at which time the Dividend Rate shall return to 3.0% of the Liquidation Preference. After the Initial Six-Quarter Period, if and whenever one full quarterly dividend payable on the Series B Preferred Stock is not paid in full, the Dividend Rate shall increase to 5.0% of the Liquidation Preference and continue at such rate until the Corporation has paid in full all accumulated and unpaid dividends on the Series B Preferred Stock for all dividend periods terminating on or prior to the date on which the accumulated and unpaid dividends are paid in full, at which time the Dividend Rate shall return to 3.0% of the Liquidation Preference.

(c) No dividend will be declared or paid upon, or any sum set apart or shares of Common Stock (or, if applicable, Series B Preferred Stock or convertible preferred stock having substantially the same terms as the Series B Preferred Stock) distributed for the payment of dividends upon, any outstanding share of the Series B Preferred Stock with respect to any dividend period unless all dividends for all preceding dividend periods have been declared and paid or declared and a sufficient sum of cash or number of shares of Common Stock (or, if applicable, Series B Preferred Stock or convertible preferred stock having substantially the same terms as the Series B Preferred Stock), have been set apart for the payment of such dividend, upon all outstanding shares of Series B Preferred Stock.

(d) No dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and other than cash paid in lieu of fractional shares in accordance with Section 10 hereof) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by or on behalf of the Corporation (except by conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)), unless all accumulated and unpaid dividends shall have been or contemporaneously are declared and paid, or are declared and a sufficient sum of cash or number of shares of Common Stock have been set apart for the payment of such dividend, upon all outstanding Series B Preferred Stock and any Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition.

(e) If full dividends have not been paid on the Series B Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series B Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Series B Preferred Stock and such Parity Stock will in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of Series B Preferred Stock and such other Parity Stock bear to each other.

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(f) Holders shall not be entitled to any dividends on the Series B Preferred Stock, whether payable in cash, property or stock, in excess of full cumulative dividends calculated pursuant to this Section 2. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series B Preferred Stock that may be in arrears.

(g) With respect to dividends that have been declared for payment, each Holder at the close of business on a Dividend Record Date will be entitled to receive the dividend payment on its Series B Preferred Stock, without interest, on the next succeeding Dividend Payment Date. If the Corporation fails to make the dividend payment on the next succeeding Dividend Payment Date, then the Holder will be entitled to receive the dividend payment, without interest, on its Series B Preferred Stock on the next succeeding Dividend Payment Date.

(h) Dividends in arrears on the Series B Preferred Stock in respect of a dividend period not declared for payment (“Delayed Dividends”) may be declared by the Board of Directors or a duly authorized committee thereof and paid on any date fixed by the Board of Directors or a duly authorized committee thereof, whether or not a Dividend Payment Date, to the Holders of record as they appear on the stock register of the Corporation on a record date selected by the Board of Directors or a duly authorized committee thereof, which shall (a) not precede the date the Board of Directors or an authorized committee thereof declares the dividend payable and (b) not be more than 60 days prior to the date the dividend is paid.

2A. Method of Payment of Dividends.

(a) Subject to restrictions set forth herein, dividends on Series B Preferred Stock may be paid, at the sole discretion of the Corporation, (i) in cash; (ii) by delivery of shares of Common Stock; (iii) if the Dividend Payment Date is prior to June 4, 2015, by delivery of shares of Series B Preferred Stock (or convertible preferred stock having substantially the same terms as the Series B Preferred Stock) or (iv) through any combination of cash, Common Stock and, if the Dividend Payment Date is prior to June 4, 2015, Series B Preferred Stock (or convertible preferred stock having substantially the same terms as the Series B Preferred Stock) distributed among the holders of Series B Preferred Stock on a pro rata basis.

(b) Shares of Common Stock issued in payment or partial payment of a dividend shall be valued for such purpose at 97% of the average of the Volume-Weighted Average Price per share of Common Stock for each of the five consecutive Trading Days ending on the second Trading Day immediately prior to the Dividend Record Date for such dividend. Shares of Series B Preferred Stock (or convertible preferred stock having substantially the same terms as the Series B Preferred Stock) issued in payment or partial payment of a dividend shall be valued for such purpose at 97% of the average of the Volume-Weighted Average Price per share of Series B Preferred Stock for each of the five consecutive Trading Days ending on the second Trading Day immediately prior to the Dividend Record Date for such dividend. Shares of convertible preferred stock having substantially the same terms as the Series B Preferred Stock shall be valued for such purpose at 97% of such shares’ Fair Market Value as determined by a

3

nationally recognized investment banking firm (unaffiliated with the Corporation) retained for this purpose. If the Corporation elects to make any dividend payment, or portion thereof, in shares of Series B Preferred Stock (or convertible preferred stock having substantially the same terms as the Series B Preferred Stock) (the “Dividended Stock”), then (1) the aggregate liquidation preference of the Dividended Stock delivered per share of Series B Preferred Stock must be equal to or greater than the dollar amount of such dividend due per share of Series B Preferred Stock; (2) the annual dividend rate of the Dividended Stock (expressed as a percentage of the liquidation preference of the Dividended Stock) must be equal to or greater than the annual dividend rate of the Series B Preferred Stock (expressed as a percentage of the liquidation preference of the Series B Preferred Stock); and (3) the number of shares of Common Stock into which the Dividended Stock is convertible (expressed as a number of shares per $400 in liquidation preference) must be equal to or greater than the number of shares of Common Stock into which the Series B Preferred Stock is convertible (expressed as a number of shares per $400 in liquidation preference).

(c) Dividend payments on the Series B Preferred Stock will be made in cash, except to the extent the Corporation elects to make all or any portion of such payment in Common Stock, Series B Preferred Stock (or convertible preferred stock having substantially the same terms as the Series B Preferred Stock) by giving notice to Holders and issuing a press release, each in accordance with Section 2A(d) and Section 15 hereof, of such election at least ten (10) Trading Days prior to the Dividend Record Date for such dividend.

(d) The notice and press release specified in Section 2A(c) will set forth the portion of such payment that will be made in cash and the portion that will be made in shares of Common Stock or Series B Preferred Stock (or convertible preferred stock having substantially the same terms as the Series B Preferred Stock).

(e) No fractional shares of Common Stock or Series B Preferred Stock (or convertible preferred stock having substantially the same terms as the Series B Preferred Stock) will be delivered to Holders in payment or partial payment of a dividend. In lieu of delivery of a fractional share, a cash adjustment will be paid to each Holder in accordance with Section 10 hereof. Any portion of any such payment that is declared and not paid through the delivery of Common Stock or Series B Preferred Stock (or convertible preferred stock having substantially the same terms as the Series B Preferred Stock) will be paid in cash.

(f) Notwithstanding anything herein to the contrary, the Corporation shall not elect to pay any portion of any dividend on the Series B Preferred Stock by delivery of Common Stock or Series B Preferred Stock (or convertible preferred stock having substantially the same terms as the Series B Preferred Stock) unless (i) there has first been authorized a sufficient number of shares of Common Stock and Series B Preferred Stock (or convertible preferred stock having substantially the same terms as the Series B Preferred Stock) to allow for the payment of such dividend, and (ii) (A) a registration statement under the Securities Act is effective as of the time of delivery of such shares, or (B) an exemption from registration is available for the shares delivered as a dividend and such shares are freely transferable by the recipient without further action on its behalf, other than by reason of the fact that such recipient is an affiliate of the Corporation.

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3. Liquidation Preference.

(a) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, each Holder shall be entitled to receive out of the assets of the Corporation available for distribution to stockholders of the Corporation, before any distribution of assets is made to holders of the Common Stock or any other Junior Stock but after any distribution on the indebtedness of the Corporation or Senior Stock, the Liquidation Preference, plus an amount equal to all accumulated and unpaid dividends (whether or not declared) thereon for the then-current dividend period to the date fixed for liquidation, winding up or dissolution and all dividend periods prior thereto.

(b) Neither the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all the assets or business of the Corporation (other than in connection with the liquidation, winding-up or dissolution of its business) nor the merger, conversion or consolidation of the Corporation into or with any other Person shall be deemed to be a liquidation, winding-up or dissolution, voluntary or involuntary, for the purposes of this Section 3.

(c) In the event the assets of the Corporation available for distribution to Holders upon any liquidation, winding-up or dissolution of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such Holders are entitled pursuant to Section 3(a), no such distribution shall be made on account of any shares of Parity Stock upon such liquidation, dissolution or winding-up unless proportionate distributable amounts shall be paid on account of the shares of Series B Preferred Stock, ratably, in proportion to the full distributable amounts for which Holders and holders of any Parity Stock are entitled upon such liquidation, winding-up or dissolution, with the amount allocable to each series of such stock determined on a pro rata basis of the aggregate liquidation preference of the outstanding shares of each series and accumulated and unpaid dividends to which each series is entitled.

(d) After the payment to the Holders of full preferential amounts provided for in Sections 3(a), 3(b) and 3(c) hereof, the Holders as such shall have no right or claim to any of the remaining assets of the Corporation.

4. Voting.

(a) Holders shall have no voting rights, except as set forth in this Section 4 or as expressly required by applicable state law from time to time.

(b) If and whenever dividends payable on the Series B Preferred Stock are in arrears for six or more quarterly periods, whether or not consecutive, notwithstanding Section 3 of Article VI of the Certificate of Incorporation, the number of directors constituting the Board of Directors will be increased by two and the holders of the Series B Preferred Stock then outstanding, voting as a single class with the holders of all series of the preferred stock of the Corporation having similar voting rights at the next regular or special meeting of the stockholders, shall have a right to elect those additional directors to the Board of Directors until all accumulated and unpaid dividends on the Series B Preferred Stock have been paid in full. Any director so elected by the Holders of Series B Preferred Stock may only be removed by the vote of the

5

Holders of record of the then outstanding shares of Series B Preferred Stock at a meeting of the stockholders called for that purpose and any vacancy created by the removal of any such director or otherwise may be filled only by the vote of the Holders of record of the then outstanding shares of Series B Preferred Stock. At such time as all accumulated and unpaid dividends on the Series B Preferred Stock of the Corporation are paid, the holders of the Series B Preferred Stock then outstanding will no longer have the right to vote on directors and the term of office of each director so elected will terminate and the number of directors will, without further action, be reduced by two.

(c) For so long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, whether by merger, consolidation or otherwise, without first obtaining the affirmative vote or written consent of the Holders of at least two-thirds of the then outstanding shares of Series B Preferred Stock:

(i) alter, amend or repeal any provision of, or add any provision to this Certificate of Designations, the Corporation’s Certificate of Incorporation or By-laws if such action would adversely alter, change or repeal the designations, preferences, rights, privileges or powers of, or the restrictions provided for the benefit of, the Series B Preferred Stock; or

(ii) authorize or designate any class or series of capital stock having rights on liquidation or as to distributions (including dividends) senior to the Series B Preferred Stock; or authorize or issue any other equity security convertible into or exercisable for any equity security, having preference over, as to liquidation preference, the Series B Preferred Stock.

(d) For so long as any shares of Series B Preferred Stock remain outstanding, the Corporation shall not, whether by merger, consolidation or otherwise, without first obtaining the affirmative vote or written consent of the Holders of at least a majority of the then outstanding shares of Series B Preferred Stock: increase or decrease the total number of authorized or issued shares of Series B Preferred Stock, other than with respect to an increase in authorized shares of Series B Preferred Stock for the purpose of paying dividends on the outstanding shares of Series B Preferred Stock.

(e) In any case where the Holders are entitled to vote as a class with holders of all series of the preferred stock of the Corporation having similar voting rights, each holder shall be entitled to one vote for each share of such preferred stock (including the Series B Preferred Stock) held by such holder. In any case where the Holders are entitled to vote as a class, each Holder shall be entitled to one vote for each share of the Series B Preferred Stock held by such Holder.

(f) Notwithstanding anything in this Section 4 to the contrary, the Board of Directors may, without the consent of the Holders of Series B Preferred Stock, designate a series of Parity Stock or Junior Stock, and the designation of any such series will not be deemed to adversely affect the rights of the Holders of Series B Preferred Stock and no approval of the holders of the Series B Preferred Stock shall be required to so designate or issue any such Parity Stock or Junior Stock.

6

5. Forced Conversion.

(a) Subject to the terms of Section 7, the Corporation shall have the right, at its option, but until the Authorized Share Increase is obtained, subject to a sufficient number of shares of Common Stock being available for issuance upon conversion, to cause the Series B Preferred Stock in whole but not in part to be automatically converted into a number of whole shares of Common Stock at the Series B Conversion Rate then in effect, with any resulting fractional shares of Common Stock to be settled in accordance with Section 10 hereof (a “Forced Conversion”). The Corporation may exercise its right to cause a Forced Conversion on a Forced Conversion Date (as defined below) pursuant to this Section 5:

(i) on or prior to the three-year anniversary of the Series B Issue Date only if the Closing Sale Price of the Common Stock exceeds 150% of the then prevailing Series B Conversion Price for at least 20 Trading Days in any consecutive 30 Trading Day period, including the last Trading Day of such 30 Trading Day period, ending on the Trading Day prior to the Corporation’s issuance of a press release, as described in Section 5(b) hereof announcing the Corporation’s exercise of its right to cause a Forced Conversion; or

(ii) after the three-year anniversary of the Series B Issue Date only if the Closing Sale Price of the Common Stock exceeds 130% of the then prevailing Series B Conversion Price for at least 20 Trading Days in any consecutive 30 Trading Day period, including the last Trading Day of such 30 Trading Day period, ending on the Trading Day prior to the Corporation’s issuance of a press release, as described in Section 5(b) hereof, announcing the Corporation’s exercise of its right to cause a Forced Conversion.

(b) To exercise its right to cause a Forced Conversion described in Section 5(a) hereof, the Corporation must issue a press release, in compliance with Section 15(a) hereof, prior to the opening of business on the first Trading Day following any date on which the conditions described in Section 5(a) hereof are met, announcing such a Forced Conversion. The Corporation shall also give notice by mail or by publication (with subsequent prompt notice by mail), in either case in accordance with Section 15(b) hereof, to the Holders (not more than four Business Days after the date of the press release) of the election to call a Forced Conversion. The conversion date will be a date selected by the Corporation (the “Forced Conversion Date”) and will be no more than 10 days after the date on which the Corporation issues the press release described in this Section 5(a). The Corporation may not set a Forced Conversion Date on a date that is between a Record Date and the corresponding Dividend Payment Date.

(c) In addition to any information required by applicable law or regulation, the press release and notice of a Forced Conversion described in Section 5(b) shall state, as appropriate: (i) the Forced Conversion Date; (ii) the number of shares of Common Stock to be issued upon conversion of each share of Series B Preferred Stock; (iii) the number of shares of Series B Preferred Stock to be converted; (iv) that dividends on the Series B Preferred Stock to be converted will cease to accumulate on the Forced Conversion Date and (v) the amount of any payment for accumulated and unpaid dividends and the amount of any redemption premium (as described in Section 5(d)).

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(d) On and after the Forced Conversion Date, dividends will cease to accumulate on the Series B Preferred Stock called for a Forced Conversion and all rights of Holders will terminate except for the right to receive the whole shares of Common Stock issuable upon conversion thereof at the Series B Conversion Rate then in effect and cash in lieu of any fractional shares of Common Stock, settled in accordance with Section 10 hereof (or, in lieu thereof, cash or a combination of cash and shares of Common Stock in accordance with Section 7), and with no right to any interim dividends declared on the Common Stock. Notwithstanding the foregoing, if the Forced Conversion Date occurs on or prior to the three-year anniversary of the Series B Issue Date, the Corporation shall pay to each Holder of Series B Preferred Stock the following payments: (i) a payment equal to the aggregate amount of any accumulated and unpaid dividends on the Series B Preferred Stock held by such Holder with respect to any dividend periods terminating on or prior to the Forced Conversion Date and (ii) a redemption premium equal to the amount of any dividends on the Series B Preferred Stock held by such Holder that such Holder would have been entitled to, with respect to any dividend periods terminating after the Forced Conversion Date but on or prior to the three-year anniversary of the Series B Issue Date, if such shares of Series B Preferred Stock had not otherwise been converted. Such payments described in the preceding sentence shall be paid by the Corporation, at its sole option, in the form of (x) cash, (y) shares of Common Stock, or (z) a combination of cash and shares of Common Stock distributed among the holders of Series B Preferred Stock on a pro rata basis; provided, however, that shares of Common Stock issued in payment or partial payment of such payments shall be valued for such purpose at 97% of the average of the Volume-Weighted Average Price per share of Common Stock on the Trading Day immediately preceding the Forced Conversion Date.

6. Optional Conversion.

(a) Subject to the terms of Section 7, each Holder shall have the right, at its option upon the circumstances set forth below, from the Series B Issue Date to convert any or all of such Holder’s shares of Series B Preferred Stock into 5.7703 shares of Common Stock for each share of Series B Preferred Stock, subject to adjustment as set forth in Section 8 hereof (such rate, the “Series B Conversion Rate” and such conversion, an “Optional Conversion”), with any resulting fractional shares of Common Stock to be settled in accordance with Section 10 hereof but until the Authorized Share Increase is obtained, the Corporation’s ability to deliver shares of its Common Stock to satisfy its obligations upon conversion will be subject to a sufficient number of shares of Common Stock being available for issuance upon conversion. A Holder may exercise such right only:

(i) During any calendar quarter beginning with the second calendar quarter after the Series B Issue Date, the Closing Sale Price of the Common Stock for each of 20 or more Trading Days within any period of 30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter exceeds 130% of the Series B Conversion Price in effect on the last Trading Day of the immediately preceding calendar quarter.

(ii) During the 5 consecutive business days immediately after any 5 consecutive Trading Day period (such 5 consecutive Trading Day period, the “Preferred Measurement Period”) in which the average daily Volume-Weighted Average Price per share of Series B Preferred Stock during the Preferred Measurement Period was equal to or less than 97% of the average daily Conversion Value during the Preferred Measurement Period.

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(iii) Upon the occurrence of a Fundamental Change.

(iv) If the Corporation is party to a consolidation, amalgamation, statutory arrangement, merger or binding share exchange pursuant to which the Common Stock would be converted into or exchanged for, or would constitute, solely the right to receive, cash, securities or other property.

Upon the occurrence of any event described in Section 6(a)(iii) or Section 6(a)(iv) above, a Holder may convert its Series B Preferred Stock at any time during the period that begins on, and includes, the 30th calendar day before the date the Corporation originally publicly announces as the anticipated effective date of the transaction and ends on, and includes, the 40th calendar day after the actual effective date of the transaction.

(b) Shares of Series B Preferred Stock surrendered for conversion during the period between the close of business on any Dividend Record Date and the close of business on the Business Day immediately preceding the applicable Dividend Payment Date must be accompanied by a payment in cash equal to the dividend payable on the Series B Preferred Stock on that Dividend Payment Date (excluding any dividends in arrears). A Holder on a Dividend Record Date who (or whose transferee) tenders any share for conversion on the corresponding Dividend Payment Date shall receive the dividend payable by the Corporation on the Series B Preferred Stock on that date, and the converting holder shall not be required to include payment in the amount of such dividend upon surrender of shares of Series B Preferred Stock for conversion. Except as provided in this Section 6(b), upon a conversion at the option of the Holder pursuant to this Section 6, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, upon conversion of Series B Preferred Stock or for dividends on the shares of Common Stock issued upon such conversion.

(c) Mechanics of Conversion.

(i) In order for a Holder of Series B Preferred Stock to convert shares of Series B Preferred Stock into shares of Common Stock, such Holder shall surrender the certificate or certificates for such shares of Series B Preferred Stock, at the office of the Transfer Agent (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such Holder elects to convert all or any number of the shares of the Series B Preferred Stock represented by such certificate or certificates. Such notice shall state such Holder’s name or the names of the nominees in which such Holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered Holder or such Holder’s attorney duly authorized in writing. The date of receipt of such certificates and notice by the Transfer Agent (or by the Corporation if the Corporation serves as its own transfer agent) shall be the conversion date (“Conversion Date”), and

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the shares of Common Stock issuable upon conversion of the shares represented by such certificate shall be deemed to be outstanding of record as of such date. The Corporation shall, as soon as practicable after the Conversion Date, issue and deliver at such office to such Holder of Series B Preferred Stock, or to such Holder’s nominees, a certificate or certificates for the number of shares of Common Stock to which such Holder shall be entitled, if any, together with cash in lieu of any fraction of a share.

(ii) Upon any such conversion, no adjustment to the Series B Conversion Price shall be made for any declared or accrued but unpaid dividends on the Common Stock delivered upon conversion.

(iii) All shares of Series B Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares, including the rights, if any, to receive notices and to vote, shall immediately cease and terminate on the Conversion Date, except only the right of the Holders thereof to receive shares of Common Stock in exchange therefor and payment of any dividends declared but unpaid thereon and/or cash as provided for in Section 7. Any shares of Series B Preferred Stock so converted shall be retired and cancelled and shall not be reissued as shares of such series, and the Corporation (without the need for stockholder action) may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series B Preferred Stock accordingly.

(iv) The Corporation shall pay any and all issue and other taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Series B Preferred Stock pursuant to this Section 6. The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Series B Preferred Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

7. Optional Settlement of Conversion. Pursuant to a Forced Conversion described in Section 5, an Optional Conversion described in Section 6 or a conversion upon a Fundamental Change described in Section 9, the Corporation shall have the right, at its option and in its sole discretion, subject to applicable law and to the extent permitted by any credit facility to which the Corporation is then a party, to satisfy such entire conversion obligation in cash or through a combination of cash and shares of Common Stock, although the Corporation is not obligated to satisfy any such conversion with cash. If the Corporation elects to exercise such right, it shall deliver to the applicable Holder or Holders, for each share of Series B Preferred Stock to be converted, and in lieu of any other conversion rights in respect thereof:

(a) cash in an amount equal to the sum of the Daily Conversion Values for each of the 20 Trading Days in the applicable Conversion Measurement Period; or

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(b) a combination of cash and shares of Common Stock in the following amounts: with respect to each of the 20 Trading Days in the applicable Conversion Measurement Period, (A) the Daily Partial Cash Amount plus (B) that number of shares of Common Stock equal to (1) the Daily Conversion Value minus the Daily Partial Cash Amount divided by (2) the Volume-Weighted Average Price per share of Common Stock.

8. Anti-dilution Adjustments.

(a) The Series B Conversion Rate shall be subject to the following adjustments from time to time:

(i) Adjustment for Stock Splits and Combinations. If the Corporation shall at any time or from time to time after the Series B Issue Date effect a subdivision of the outstanding Common Stock, the Series B Conversion Rate then in effect immediately before that subdivision shall be proportionately increased. If the Corporation shall at any time or from time to time after the Series B Issue Date combine the outstanding shares of Common Stock, the Series B Conversion Rate then in effect immediately before the combination shall be proportionately decreased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(ii) Adjustment for Certain Dividends and Distributions. In the event the Corporation at any time, or from time to time after the Series B Issue Date 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 additional shares of Common Stock, then and in each such event the Series B Conversion Rate then in effect immediately before such event shall be increased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by dividing the Series B Conversion Rate then in effect by a fraction (x) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (y) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; such increase to become effective immediately after the opening of business on the day following such record date.

(iii) Cash Distributions. In case the Corporation shall, by dividend or otherwise, make distributions to all holders of its Common Stock exclusively in cash (excluding any distribution consisting of cash in part which is provided for in Section 8(a)(v) hereof) immediately after the close of business on such date for determination, the Series B Conversion Rate shall be increased by multiplying the Series B Conversion Rate in effect immediately prior to the close of business on the date fixed for determination of the stockholders of the Corporation entitled to receive such distribution by a fraction, (A) the numerator of which shall be equal to the Market Value as of the date fixed for such determination and (B) the denominator of which shall be equal to the Market Value as of the date fixed for such determination less the per share amount of the distribution.

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Notwithstanding the foregoing, in no event will the Series B Conversion Rate be adjusted to an amount that is more than 7.5014 in connection with this Section 8(a)(iii) (subject to adjustments from time to time in accordance with the other provisions of this Section 8).

(iv) Stock Purchase Rights. In case the Corporation shall issue to all holders of its Common Stock rights, options or warrants, entitling them to subscribe for or purchase shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock for a period expiring within 60 days from the date of issuance of such rights, options or warrants at a price per share of Common Stock less than the Market Value as of the date fixed for the determination of stockholders of the Corporation entitled to receive such rights, options or warrants (other than pursuant to a dividend reinvestment, share purchase or similar plan), the Series B Conversion Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by dividing such Series B Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate consideration expected to be received by the Corporation upon the exercise, conversion or exchange of such rights, options or warrants (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board resolution) would purchase at such Market Value and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase, either directly or indirectly, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination; provided, however, that no such adjustment of Series B Conversion Rate shall be made if the Holders would be entitled to receive such rights, options or warrants upon conversion at any time of shares of Series B Preferred Stock into Common Stock; provided further, however, that if any of the foregoing rights, options or warrants is only exercisable upon the occurrence of a specified event, then the Series B Conversion Rate will not be adjusted until such specified event occurs.

(v) Debt, Asset or Security Distributions. In case the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, assets or securities (but excluding any dividend or distributions referred to in Section 8(a)(ii), 8(a)(iii) or 8(a)(iv)), the Series B Conversion Rate shall be increased by multiplying the Series B Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of stockholders of the Corporation entitled to receive such distribution by a fraction, (A) the numerator of which shall be the Market Value of a share of Common Stock as of the date fixed for such determination and (B) the denominator of which shall be the Market Value of a share of Common Stock as of the date fixed for such determination less the then Fair Market Value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board resolution) of the portion of the assets or evidences of indebtedness so distributed applicable to one share of Common Stock, such adjustment to become effective immediately prior to the opening of business on the day following the date fixed for the determination of stockholders of the Corporation entitled to receive such distribution.

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(vi) Adjustment for Merger or Reorganization, Etc. If there shall occur any reorganization, recapitalization, consolidation or merger involving the Corporation in which the Common Stock is converted into or exchanged for securities, cash or other property (excluding a merger solely for the purpose of changing the Corporation’s jurisdiction of incorporation), then, following any such reorganization, recapitalization, consolidation or merger, in each case pursuant to which shares of Common Stock would be converted into or exchanged for, or would constitute solely the right to receive, cash, securities or other property, each share of Series B Preferred Stock shall be convertible into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of the Corporation issuable upon conversion of one share of Series B Preferred Stock immediately prior to such reorganization, recapitalization, consolidation or merger would have been entitled to receive pursuant to such transaction (assuming the Corporation elects to satisfy the conversion obligation solely in shares of Common Stock); and, in such case, appropriate adjustment (as determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Section 8 set forth with respect to the rights and interest thereafter of the Holders of the Series B Preferred Stock, to the end that the provisions set forth in this Section 8 (including provisions with respect to changes in and other adjustments of the Series B Conversion Rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the conversion of the Series B Preferred Stock. However, at and after the effective time of the transaction, the Corporation or the surviving entity will continue to be able to elect to settle conversions entirely or partially in cash as provided in Section 7 hereof. In the event of such an election following the effective time, the Daily Conversion Value will be calculated based on the fair value of the cash, securities or other property into which the Common Stock is converted. In the event holders of Common Stock have the opportunity to elect the form of consideration to be received in any transaction described by this Section 8(a)(vi), the Corporation shall make adequate provision whereby the Holders shall have a reasonable opportunity to determine the form of consideration into which all of the Series B Preferred Stock, treated as a single class, shall be convertible from and after the effective date of such transaction. The determination: (i) will be made by Holders representing a plurality of shares of Series B Preferred Stock participating in such determination, (ii) will be subject to any limitations to which all of the holders of Common Stock are subject, including, but not limited to, pro rata reductions applicable to any portion of the consideration payable in such transaction and (iii) will be conducted in such a manner as to be completed by the date which is the earlier of: (1) the deadline for elections to be made by holders of Common Stock, and (2) two Trading Days prior to the anticipated effective date of such transaction.

(vii) Tender and Exchange Offers. In the case that a tender or exchange offer made by the Corporation for all or any portion of the Common Stock shall expire and such tender or exchange offer (as amended through the expiration thereof) shall require the payment to stockholders of the Corporation (based on the acceptance, up to

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any maximum specified in the terms of the tender or exchange offer, of Purchased Shares (as defined below)) of an aggregate consideration having a Fair Market Value (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution) per share of the Common Stock that exceeds the Closing Sale Price of the Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer, then, immediately prior to the opening of business on the day after the last day (such day, the “Expiration Time”) tenders could have been made pursuant to such tender or exchange offer (as amended through the expiration thereof), the Series B Conversion Rate shall be increased by dividing the Series B Conversion Rate immediately prior to the close of business on the Expiration Time by a fraction (1) the numerator of which shall be equal to (x) the product of (A) the Market Value as of the date of the Expiration Time and (B) the number of shares of Common Stock outstanding (including any Purchased Shares (as defined below)) on the Expiration Time less (y) the Fair Market Value (determined as aforesaid) of all cash and any other consideration payable to stockholders of the Corporation pursuant to the tender or exchange offer (assuming the acceptance, up to any maximum specified in the terms of the tender or exchange offer, of Purchased Shares (as defined below)), and (2) the denominator of which shall be equal to the product of (x) the Market Value as of the Expiration Time and (y) the number of shares of Common Stock outstanding (including any Purchased Shares (as defined below)) on the Expiration Time less the number of all shares validly tendered, not withdrawn and accepted for payment on the Expiration Time (such validly tendered shares, up to any such maximum, being referred to as the “Purchased Shares”).

(b) Exceptions to Adjustment. The applicable Series B Conversion Rate shall not be adjusted:

(i) upon the issuance of any shares of the Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Corporation’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(ii) upon the issuance of any shares of the Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its Subsidiaries;

(iii) upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the Series B Issue Date;

(iv) for a change in the par value or no par value of the Common Stock;

(v) for accumulated and unpaid dividends; or

(vi) upon the issuance or triggering of any stockholder rights pursuant to any stockholder rights plan adopted by the Corporation and/or its stockholders.

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(c) If the Corporation distributes rights or warrants (other than those referred to above in Section 8(a)(iv) hereof) pro rata to the holders of Common Stock, so long as such rights or warrants have not expired or been redeemed by the Corporation, the Holder of any shares of Series B Preferred Stock surrendered for conversion shall be entitled to receive upon such conversion, in addition to the shares of Common Stock then issuable upon such conversion (assuming the Corporation elects to satisfy the conversion obligation solely in shares of Common Stock) (the “Conversion Shares”), a number of rights or warrants to be determined as follows:

(i) if such conversion occurs on or prior to the date for the distribution to the holders of rights or warrants of separate certificates evidencing such rights or warrants (the “Distribution Date”), the same number of rights or warrants to which a holder of a number of shares of Common Stock equal to the number of Conversion Shares is entitled at the time of such conversion in accordance with the terms and provisions applicable to the rights or warrants; and

(ii) if such conversion occurs after the Distribution Date, the same number of rights or warrants to which a holder of the number of shares of Common Stock into which such Series B Preferred Stock was convertible (assuming the Corporation elects to satisfy the conversion obligation solely in shares of Common Stock) immediately prior to such Distribution Date would have been entitled on such Distribution Date had such Series B Preferred Stock been converted immediately prior to such Distribution Date in accordance with the terms and provisions applicable to the rights and warrants.

The Series B Conversion Rate shall not be subject to adjustment on account of any declaration, distribution or exercise of such rights or warrants.

(d) De Minimis Adjustments. Notwithstanding anything herein to the contrary, no adjustment under this Section 8 need be made to the Series B Conversion Rate unless such adjustment would require an increase or decrease of at least one percent (1.0%) of the Series B Conversion Rate then in effect. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment, if any, which, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least one percent (1.0%) of such Series B Conversion Rate; provided, however, that with respect to adjustments to be made to the Series B Conversion Rate in connection with cash dividends paid by the Corporation, the Corporation shall make such adjustments, regardless of whether such aggregate adjustments amount to one percent (1.0%) or more of the Series B Conversion Rate, no later than October 15 of each calendar year. All adjustments to the Series B Conversion Rate shall be calculated to the nearest 1/10,000^th of a share of Common Stock (or if there is not a nearest 1/10,000^th of a share to the next lower 1/10,000^th of a share).

(e) No Downward Adjustment. Other than pursuant to Section 8(a)(i), no adjustment to the Series B Conversion Rate will be made if such conversion will result in a decrease in the Series B Conversion Rate.

(f) Tax-Related Adjustments. The Corporation may make such increases in the Series B Conversion Rate, in addition to those required by this Section 8, as the Board of

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Directors considers advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes. In the event the Corporation elects to make such an increase in the Series B Conversion Rate, the Corporation will comply with the requirements of Rule 14e-1 under the Exchange Act, and any other securities laws and regulations thereunder if and to the extent that such laws and regulations are applicable in connection with the increase of the Series B Conversion Rate.

(g) Certificate of Adjustments. Subject to subsection (c) above, upon the occurrence of each adjustment or readjustment of the Series B Conversion Price pursuant to this Section 8, the Corporation shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. Subject to subsection (c) above, the Corporation shall, upon the written request at any time of a Holder, furnish or cause to be furnished to such Holder a certificate setting forth (i) the Series B Conversion Price then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of Series B Preferred Stock.

(h) Notice of Record Date. In the event:

(i) the Corporation shall take a record of the holders of its Common Stock (or other stock or securities at the time issuable upon conversion of the Series B Preferred Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for a purchase any shares of stock of any class or any other securities, or to receive any other right, or

(ii) of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, any consolidation or merger of the Corporation with or into another corporation (other than a consolidation or merger in which the Corporation is the surviving entity and its Common Stock is not converted into or exchanged for any other securities or property), or any transfer of all or substantially all of the assets of the Corporation, or

(iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Corporation, then, and in each such case, the Corporation will mail or cause to be mailed to the Holders of the Series B Preferred Stock a notice specifying, as the case may be, (A) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is anticipated to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other stock or securities at the time issuable upon the conversion of the Series B Preferred Stock) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least 10 days prior to the record date or anticipated effective date for the event specified in such notice.

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(i) Before taking any action which would cause an adjustment reducing the Series B Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, the Corporation will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock at such adjusted Series B Conversion Price.

9. Fundamental Change; Make-Whole Fundamental Change.

(a) Upon the occurrence of a Fundamental Change, in the event that the Market Value as of the Effective Date of any Fundamental Change multiplied by the Series B Conversion Rate then in effect is less than the Liquidation Preference, each Holder shall have the option (the “Fundamental Change Option”) to convert all of such Holder’s outstanding shares of Series B Preferred Stock into validly issued, fully paid and nonassessable shares of Common Stock at an adjusted Series B Conversion Rate equal to (subject Section 9(d) below) the lesser of (x) the Liquidation Preference, divided by the Market Value as of the Effective Date and (y) 11.5406 (subject to adjustment for stock dividends, splits and combinations and similar transactions). The Fundamental Change Option must be exercised, if at all, during the period of not less than 30 days nor more than 60 days after the Fundamental Change Notice Date (as defined below) and the Series B Preferred Stock shall be deemed to be convertible during such period to the extent the Series B Preferred Stock is not otherwise convertible as provided in Section 6 hereof. In lieu of issuing the shares of Common Stock issuable upon conversion in the event of a Fundamental Change, the Corporation may make a cash payment to converting Holders equal to (with respect to each applicable share of Series B Preferred Stock) the Liquidation Preference, plus accrued but unpaid dividends. The Corporation’s ability to deliver shares of its Common Stock to satisfy its obligations upon conversion will be subject to a sufficient number of shares of Common Stock being available for issuance.

(b) In the event of a Fundamental Change, within ten (10) Trading Days after the Effective Date, the Corporation shall give notice of such Fundamental Change, in accordance with Section 15(b) hereof, to each record holder (such date of notice, the “Fundamental Change Notice Date”). Each such notice shall state: (i) that a Fundamental Change has occurred; (ii) the last day on which the Fundamental Change Option may be exercised (such date, an “Expiration Date”) pursuant to the terms hereof; (iii) the procedures that Holders must follow to exercise the Fundamental Change Option; (iv) the name and address of the Transfer Agent; (v) the number of shares and amount of cash, securities and other consideration receivable by the Holders per share upon conversion; and (vi) any additional information as may reasonably be required to be included in such notice. If a Fundamental Change is a Make-Whole Fundamental Change, then the Corporation shall have also used its best efforts to, at least thirty (30) calendar days before the anticipated Effective Date of such Make-Whole Fundamental Change, mail to each Holder written notice of, and publicly announce, in accordance with Section 15 hereof, the anticipated Effective Date of such proposed Make-Whole Fundamental Change, which notice, announcement and publication shall also have stated the proposed increase in the Series B Conversion Rate (as calculated in accordance with Section 9(d) below).

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(c) Subject to Section 17(a) hereof, on or before the applicable Expiration Date, each Holder wishing to exercise its conversion right pursuant to Section 9(a) shall surrender the certificate or certificates representing the shares of Series B Preferred Stock to be converted, in the manner and at the place designated in the notice described in Section 9(b), and the cash or shares of Common Stock due to such Holder shall be delivered promptly to the Person whose name appears on such certificate or certificates as the owner thereof and the shares represented by each surrendered certificate shall be returned to authorized but unissued shares. Upon surrender (in accordance with the notice described in Section 9(b) hereof) of the certificate or certificates representing any shares of Series B Preferred Stock to be so converted (properly endorsed or assigned for transfer, if the Corporation shall so require and the notice shall so state), such shares shall be converted by the Corporation at the adjusted Series B Conversion Rate, if applicable, as described in Section 9(b) hereof. Each converting Holder shall be deemed to be the holder of record of Common Stock issuable upon conversion of such Holder’s Series B Preferred Stock notwithstanding that the share register of the Corporation shall then be closed or that certificates representing such Common Stock shall not then be actually delivered to such Holder.

(d) Make-Whole Fundamental Change.

(i) Notwithstanding anything in this Section 9 to the contrary, if a Fundamental Change is a Make-Whole Fundamental Change, the Series B Conversion Rate applicable to each share of Series B Preferred Stock that is surrendered for conversion, in accordance with this Section 9, at any time during the period that begins on, and includes, the date that is thirty (30) calendar days prior to the date the Corporation publicly announces as the anticipated effective date of such Make-Whole Fundamental Change and ends on, and includes, the date that is forty (40) calendar days after the Effective Date of such Make-Whole Fundamental Change, shall (but until the Authorized Share Increase is obtained, the Corporation’s ability to issue shares of its Common Stock to satisfy its obligations upon conversion shall be subject to a sufficient number of shares being available for issuance upon conversion) be increased to an amount equal to the Series B Conversion Rate that would, but for this Section 9(d) otherwise apply to such shares of Series B Preferred Stock pursuant to this Section 9, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Series B Conversion Rate shall not apply if such Make-Whole Fundamental Change is announced by the Corporation but is not consummated.

(ii) As used herein, “Make-Whole Applicable Increase” shall mean, with respect to a Make-Whole Fundamental Change, an amount equal to:

(A) the excess, if any, of (1) the average daily Volume-Weighted Average Price per share of Series B Preferred Stock for the five consecutive Trading Days immediately preceding the public announcement of the Make-Whole Fundamental Change over (2) the product of (x) the Market Value per share of Common Stock for the five consecutive Trading Days immediately preceding the public announcement of the Make-Whole Fundamental Change and (y) the then prevailing Series B Conversion Rate; divided by

(B) the Applicable Price (as defined below).

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(iii) As used herein, “Applicable Price” shall have the following meaning with respect to a Make-Whole Fundamental Change: (a) if such Make-Whole Fundamental Change constitutes a Common Stock Make-Whole Fundamental Change and the consideration for the Common Stock in such Make-Whole Fundamental Change consists solely of cash, then the “Applicable Price” with respect to such Make-Whole Fundamental Change shall be equal to the cash amount paid per share of Common Stock in such Make-Whole Fundamental Change; (b) if such Make-Whole Fundamental Change constitutes an Asset Sale Make-Whole Fundamental Change and the consideration paid for the property and assets of the Corporation or the Subsidiaries consists solely of cash, then the “Applicable Price” with respect to such Make-Whole Fundamental Change shall be equal to the cash amount paid for the property and assets of the Corporation, expressed as an amount per share of Common Stock outstanding on the Effective Date of such Make-Whole Fundamental Change; and (c) in all other circumstances, the “Applicable Price” with respect to such Make-Whole Fundamental Change shall be equal to the average of the Closing Sale Prices per share of Common Stock for the five (5) consecutive Trading Days immediately preceding the public announcement of such Make-Whole Fundamental Change, which average shall be appropriately adjusted by the Board of Directors, in its good faith determination (which determination shall be described in a Board Resolution), to account for any adjustment, pursuant hereto, to the Series B Conversion Rate that shall become effective, or any event requiring, pursuant hereto, an adjustment to the Series B Conversion Rate where the Ex Date of such event occurs, at any time during such five (5) consecutive Trading Days.

(iv) In no event shall the Series B Conversion Rate applicable to any security be increased pursuant to a Make-Whole Fundamental Change to the extent, but only to the extent, such increase shall cause the Series B Conversion Rate applicable to such security to exceed 7.5014 (subject to adjustment for stock dividends, splits and combinations and similar transactions).

(v) The consideration due upon a conversion of shares of Series B Preferred Stock by a Holder shall be paid as soon as practicable after the Conversion Date of such conversion, but in no event later than the third Business Day after the later of: (1) the date such Holder surrenders such shares of Series B Preferred Stock for such conversion and (2) the Effective Date of the applicable Make-Whole Fundamental Change.

(e) The rights of Holders pursuant to this Section 9 are in addition to, and not in lieu of, the rights of Holders provided for in Section 6 hereof.

10. Fractional Shares. No fractional shares of Common Stock shall be issued to Holders. In lieu of any fraction of a share of Common Stock that would otherwise be issuable in respect of the aggregate number of shares of the Series B Preferred Stock surrendered by a Holder upon a conversion or issuable to a Holder in respect of a stock dividend made in shares of Common Stock, such Holder shall have the right to receive an amount in cash (computed to the nearest cent) equal to the same fraction of (a) in the case of any payment of a stock dividend, the Closing Sale Price on the Trading Day next preceding the issuance of such Common Stock or (b) in the case of Common Stock issuable upon conversion, the Closing Sale Price on the Trading Day next preceding the date of conversion.

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11. Consolidation, Merger and Sale of Assets.

(a) The Corporation, without the consent of the Holders, may consolidate with or merge into any other Person or convey, transfer or lease all or substantially all its assets to any Person or may permit any Person to consolidate with or merge into, or transfer or lease all or substantially all its properties to, the Corporation; provided, however, that (i) the successor, transferee or lessee is organized under the laws of the United States or any political subdivision thereof; (ii) the shares of Series B Preferred Stock will become shares of such successor, transferee or lessee, having in respect of such successor, transferee or lessee the same powers, preferences and relative participating, optional or other special rights and the qualification, limitations or restrictions thereon, the Series B Preferred Stock had immediately prior to such transaction; and (iii) the Corporation delivers to the Transfer Agent an certificate signed by two officers of the Corporation and a written opinion of legal counsel, acceptable to the Transfer Agent, stating that such transaction complies with this Certificate of Designations.

(b) Upon any consolidation by the Corporation with, or merger by the Corporation into, any other Person or any conveyance, transfer or lease of all or substantially all the assets of the Corporation as described in Section 11(a) above, the successor resulting from such consolidation or into which the Corporation is merged or the transferee or lessee to which such conveyance, transfer or lease is made, will succeed to, and (except in the case of a lease) be substituted for, and may exercise every right and power of, the Corporation under the shares of Series B Preferred Stock, and thereafter, except in the case of a lease, the predecessor (if still in existence) will be released from its obligations and covenants with respect to the Series B Preferred Stock.

12. SEC Reports. Whether or not the Corporation is required to file reports with the SEC, if any shares of Series B Preferred Stock are outstanding, the Corporation will file with the SEC all such reports and other information as it would be required to file with the SEC by Section 13(a) or 15(d) under the Exchange Act. The Corporation will supply each Holder of Series B Preferred Stock, upon the request of such Holder, and without cost to such Holder, copies of such reports or other information.

13. Definitions.

(a) “AMEX” means the American Stock Exchange.

(b) “Applicable Price” shall have the meaning ascribed thereto in Section 9(d) hereof.

(c) “Asset Sale Make-Whole Fundamental Change” shall have the meaning ascribed to it in the definition of “Make-Whole Fundamental Change” in this Section 13.

(d) “Authorized Share Increase” shall have the meaning ascribed thereto in Section 16(b) hereof.

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(e) “Board of Directors” shall have the meaning ascribed thereto in the preamble hereof.

(f) “Business Day” means any day other than a Saturday or Sunday or any other day on which banks in the City of New York are authorized or required bylaw or executive order to close.

(g) “Capital Stock” of any Person means any and all shares, interests, participations or other equivalents however designated of corporate stock or other equity participations, including partnership interests, whether general or limited, of such Person and any rights (other than debt securities convertible or exchangeable into an equity interest), warrants or options to acquire an equity interest in such Person.

(h) The “Closing Sale Price” of Common Stock on any date means the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported on AMEX or such other United States securities exchange on which the Common Stock is traded (or, if the Common Stock is not listed on a United States national or regional securities exchange, as reported by the principal market on which the Common Stock is traded). In the absence of such a quotation, the Closing Sale Price of the Common Stock will be an amount determined by a nationally recognized investment banking firm (unaffiliated with the Corporation) retained for this purpose.

(i) “Common Stock” shall mean the common stock, par value $0.001 per share, of the Corporation, or any other class of stock resulting from successive changes or reclassifications of such common stock consisting solely of changes in par value, or from par value to no par value, or as a result of a subdivision, combination, merger, consolidation or similar transaction in which the Corporation is a constituent corporation.

(j) “Common Stock Make-Whole Fundamental Change” shall have the meaning ascribed to it in the definition of “Make-Whole Fundamental Change” in this Section 13.

(k) “Conversion Date” shall have the meaning ascribed thereto in Section 6(c) hereof.

(1) “Conversion Measurement Period” means the 20 consecutive Trading Days beginning on, and including, the third Trading Day following the Forced Conversion Date pursuant to Section 5 or the Conversion Date pursuant to Section 6, as applicable.

(m) “Conversion Shares” shall have the meaning ascribed thereto in Section 8(c) hereof.

(n) “Conversion Value” per share of Series B Preferred Stock on a Trading Day means the product of (1) the Closing Sale Price per share of Common Stock and (2) the Series B Conversion Rate for a share of Series B Preferred Stock in effect on that Trading Day.

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(o) “Corporation” shall have the meaning ascribed thereto in the preamble hereof.

(p) “Daily Conversion Value,” means, with respect to a Trading Day, one-twentieth (1/20) of the product of (1) the then applicable Series B Conversion Rate in effect on such Trading Day and (2) the daily Volume-Weighted Average Price per share of Common Stock on that Trading Day.

(q) “Daily Partial Cash Amount” means, as to the Series B Preferred Stock per share on a Trading Day, the amount of cash equal to (1) if expressed as a total dollar amount per share of Series B Preferred Stock (which amount shall be no greater than the amount set forth in Section 7(a)), such total dollar amount divided by twenty or (2) if expressed as a percentage of the Daily Conversion Value, such percentage multiplied by the Daily Conversion Value.

(r) “Delayed Dividends” shall have the meaning ascribed thereto in Section 2(g) hereof.

(s) “Depositary” shall mean Depository Trust Company (“DTC”) or its successor depositary.

(t) “Distribution Date” shall have the meaning ascribed thereto in Section 8(c)(i) hereof.

(u) “Dividend Payment Date” shall mean January 15, April 15, July 15 and October 15 of each year (or the next succeeding Business Day if such date is not a Business Day), commencing after the first full calendar following the Series B Issue Date.

(v) “Dividend Rate” shall have the meaning ascribed thereto in Section 2(a) hereof.

(w) “Dividend Record Date” shall mean (i) with respect to a dividend payment other than Delayed Dividends, the first calendar day (or the next succeeding Business Day if such day is not a Business Day) of the calendar month in which such Dividend Payment Date falls and (ii) with respect to Delayed Dividends, the record date selected pursuant to Section 1(g) hereof.

(x) “Dividended Stock” shall have the meaning ascribed thereto in Section 2A(b) hereof.

(y) “DTC” shall have the meaning ascribed to it in the definition of “Depositary” in this Section 13.

(z) “Effective Date” shall mean the date on which a Fundamental Change or Make-Whole Fundamental Change event occurs.

(aa) “Ex Date” shall mean, with respect to any issuance or distribution, the first date on which the Common Stock trades, regular way, on AMEX or other principal U.S. securities exchange or quotation system on which the Common Stock is listed or quoted at that time, without the right to receive the issuance or distribution.

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(bb) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(cc) “Excluded Transaction” shall have the meaning ascribed to it in the definition of “Fundamental Change” in this Section 13.

(dd) “Expiration Time” shall have the meaning ascribed thereto in Section 8(a)(i) hereof.

(ee) “Fair Market Value” means the amount that a willing buyer would pay a willing seller in an arm’s length transaction.

(ff) “Forced Conversion” shall have the meaning ascribed thereto in Section 5(a) hereof.

(gg) “Forced Conversion Date” shall have the meaning ascribed thereto in Section 5(b) hereof.

(hh) “Fundamental Change” means the occurrence of any of the following:

(i) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the Corporation’s assets (determined on a consolidated basis) to any “person” or “group” (as such terms are used in Section 13(d)(3) of the Exchange Act);

(ii) the adoption of a plan the consummation of which would result in the liquidation or dissolution of the Corporation;

(iii) the acquisition, directly or indirectly, by any “person” or “group” (as such terms are used in Section 13(d)(3) of the Exchange Act), of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the aggregate voting power of the voting Capital Stock of the Corporation;

(iv) the consummation of any share exchange, consolidation or merger of the Corporation (excluding a merger solely for the purpose of changing the Corporation’s jurisdiction of incorporation) pursuant to which the Common Stock will be converted into cash, securities or other property, to or with any Person other than a Subsidiary of the Corporation; provided that any such transaction where the holders of more than 50% of all classes of the Capital Stock of the Corporation immediately prior to such transaction continue to own, directly or indirectly, more than 50% of all classes of the Capital Stock of the continuing or surviving corporation or transferee or the parent thereof immediately after such event shall not be a Fundamental Change;

(v) during any period of two consecutive years, individuals who at the beginning of such period comprised members of the Board of Directors (together with any new directors whose election by the Board of Directors or whose nomination for election by the stockholders of the Corporation was approved by a vote of a majority of the members of the Board of Directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or

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(vi) the Common Stock ceases to be listed on AMEX or another national securities exchange or ceases to be quoted on an over-the-counter market in the United States;

provided, however, that a Fundamental Change will not be deemed to have occurred in the case of a merger or consolidation, if (1) at least 90% of the consideration (excluding cash payments for fractional shares and cash payments pursuant to dissenters’ appraisal rights) in the merger or consolidation consists of common stock of a United States company traded on AMEX or another national securities exchange (or which will be so traded when issued or exchanged in connection with such transaction) and (2) as a result of such transaction or transactions the shares of Series B Preferred Stock become convertible solely into such common stock (an “Excluded Transaction”).

(ii) “Fundamental Change Notice Date” shall have the meaning ascribed thereto in Section 9 hereof.

(jj) “Fundamental Change Option” shall have the meaning ascribed thereto in Section 9 hereof.

(kk) “Holders” shall have the meaning ascribed thereto in Section 2(a) hereof.

(ll) “Initial Six-Quarter Period” shall have the meaning ascribed thereto in Section 2(b) hereof.

(mm) “Junior Stock” shall mean all classes of Common Stock of the Corporation and each other class of Capital Stock or series of preferred stock established after the Series B Issue Date, by the Board of Directors, the terms of which do not expressly provide that such class or series ranks senior to or on parity with the Series B Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation.

(nn) “Liquidation Preference” shall have the meaning ascribed thereto in Section 2(a) hereof.

(oo) “Make-Whole Applicable Increase” shall have the meaning ascribed thereto in Section 9(d) hereof.

(pp) “Make-Whole Fundamental Change” means the occurrence of any of the following:

(i) the sale, transfer, lease, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the Corporations assets (determined on a consolidated basis) to any “person” or “group” (as such terms are used in Section 13(d)(3) of the Exchange Act) (an “Asset Sale Make-Whole Fundamental Change”); or

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(ii) a transaction or series of related transactions in connection with which (whether by means of an exchange offer, liquidation, tender offer, consolidation, amalgamation, statutory arrangement, merger, combination, reclassification, recapitalization, asset sale, lease of assets or otherwise) the Common Stock is exchanged for, converted into, acquired for or constitutes solely the right to receive other securities, other property, assets or cash (a “Common Stock Change Make-Whole Change”);

provided, however, that a Make-Whole Fundamental Change will not be deemed to have occurred in the case of an Excluded Transaction.

(qq) “Market Value” means, with respect to any date of determination, the average Closing Sale Price of the Common Stock for a five consecutive Trading Day period on the American Stock Exchange (or such other national securities exchange or automated quotation system on which the Common Stock is then listed or authorized for quotation or, if not so listed or authorized for quotation, an amount determined in good faith by the Board of Directors to be the Fair Market Value of the Common Stock) preceding the earlier of (i) the day preceding the date of determination and (ii) the day before the Ex Date with respect to the issuance or distribution requiring such computation.

(rr) “Merger” means the transactions contemplated by the Agreement and Plan of Merger, dated January 27, 2008, by and among the Corporation, Matria Healthcare, Inc., Milano MH Acquisition Corp. and Milano MH Acquisition LLC.

(ss) “Optional Conversion” shall have the meaning ascribed thereto in Section 6(a) hereof.

(tt) “Parity Stock” shall mean any class of Capital Stock or series of preferred stock established after the Series B Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank on parity with the Series B Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation.

(uu) “Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

(vv) “Purchased Shares” shall have the meaning ascribed thereto in Section 8(a)(i) hereof.

(ww) “SEC” means the Securities and Exchange Commission.

(xx) “Securities Act” shall mean the Securities Act of 1933, as amended, and the rules and regulation promulgated thereunder.

(yy) “Senior Stock” shall mean each class or series of Capital Stock or established after the Series B Issue Date by the Board of Directors, the terms of which expressly provide that such class or series will rank senior to the Series B Preferred Stock as to dividend rights or rights upon the liquidation, winding-up or dissolution of the Corporation.

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(zz) “Series B Conversion Price” shall mean the Liquidation Preference, divided by the Series B Conversion Rate. The initial Series B Conversion Price per share of Series B Preferred Stock shall be $69.32.

(aaa) “Series B Conversion Rate” shall have the meaning ascribed thereto in Section 6(a) hereof.

(bbb) “Series B Issue Date” shall mean May 9, 2008, the original date of issuance of the Series B Preferred Stock.

(ccc) “Series B Preferred Stock” shall have the meaning ascribed thereto in the preamble hereof.

(ddd) “Share Issuance Approval” shall have the meaning ascribed thereto in Section 16(c) hereof.

(eee) “Subsidiary” means, with respect to any Person, (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (b) any partnership (1) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (2) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

(fff) “Trading Day” means a day during which trading in securities generally occurs on AMEX or, if the Common Stock is not listed on AMEX, on the principal other national or regional securities exchange on which the Common Stock is then listed or traded.

(ggg) “Transfer Agent” means Computershare Shareholder Services, Inc. unless and until a successor is selected by the Corporation, and then such successor.

(hhh) “Volume-Weighted Average Price” per share of Common Stock or Series B Preferred Stock, as the case may be, on a Trading Day means the volume-weighted average price per share of Common Stock or Series B Preferred Stock, as the case may be, on AMEX (or such other national securities exchange or automated quotation system on which the Common Stock or Series B Preferred Stock, as the case may be, is then listed or authorized for quotation or, if not so listed or authorized for quotation, an amount determined using a volume-weighted average method by a nationally recognized investment banking firm (unaffiliated with the Corporation) retained for this purpose) from 9:30 a.m. to 4:30 p.m, New York City time, on that Trading Day, as displayed by Bloomberg Business News or such other comparable service determined in good faith by the Corporation that has replaced Bloomberg Business News.

14. Waiver. Any of the rights of the holders of Series B Preferred Stock set forth herein may be waived by the affirmative vote or written consent of the holders of at least a majority of the shares of Series B Preferred Stock then outstanding.

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15. Notices.

(a) When the Corporation is required, pursuant to this Certificate of Designations, to give notice to Holders by issuing a press release, rather than directly to holders, the Corporation shall do so in a public medium that is customary for such press release; provided, however, that in such cases, publication of a press release through the Dow Jones News Service shall be considered sufficient to comply with such notice obligation.

(b) When the Corporation is required, pursuant to this Certificate of Designations, to give notice to Holders without specifying the method of giving such notice, the Corporation shall do so by sending notice via first class mail or by overnight courier to the Holders of record as of a reasonably current date or by publication, as provided in Section 15(c) hereof.

(c) When the Corporation is required, pursuant to this Certificate of Designations, to give notice by publication, the Corporation shall do so by publishing a notice in the national edition of The Wall Street Journal, The New York Times or a newspaper of national circulation chosen in good faith by the Corporation.

(d) When the Corporation is required to give notice herein to any Holder within a specified number of Trading Days prior to a specified event, the Corporation will identify such Trading Days in good faith based on its reasonable expectations for the application of the definition of “Trading Days” set forth herein. Any notice issued in reliance on such identification will satisfy the Corporation’s obligation with respect to the timing of such notice, notwithstanding any subsequent events that may cause such days to fail to be Trading Days.

16. Share Reservation; Stockholder Approval; Share Issuance Limit.

(a) The Corporation covenants that, subject to the Authorized Share Increase and, as applicable, the Share Issuance Approval being obtained, it will at all times reserve and keep available, free from preemptive rights, out of the aggregate of its authorized but unissued shares of Common Stock for the purpose of effecting conversion of the Series B Preferred Stock, the full number of shares of Common Stock deliverable upon the conversion of all outstanding shares of Series B Preferred Stock not theretofore converted.

(b) The Corporation shall use its best efforts to obtain the approval of its stockholders at its 2008 annual meeting of stockholders to increase the number of shares of authorized Common Stock in order to provide sufficient shares of Common Stock to satisfy the conversion of all Series B Preferred Stock into Common Stock (the “Authorized Share Increase”).

(c) The Corporation shall also use its best efforts to obtain the approval of its stockholders at its 2008 annual meeting of stockholders to issue shares of Common Stock in connection with the Merger in an amount that may equal or exceed 20% of the Corporation’s Common Stock outstanding on the date the Merger is consummated, including shares of Common Stock issuable upon conversion of, and as dividend payments on, the Series B Preferred Stock and upon exercise of stock options assumed by the Corporation in connection with the Merger (the “Share Issuance Approval”).

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(d) In the event the Corporation does not receive such Share Issuance Approval prior to a Fundamental Change that will result in a Conversion Rate increase to an amount that would cause the Common Stock issuable in the Merger to equal or exceed 20% of the Corporation’s issued and outstanding Common Stock immediately prior to the effective time of the Merger, the Corporation shall use its best efforts to obtain such Share Issuance Approval in connection with such Fundamental Change. In the event the Corporation does not receive the Share Issuance Approval, the Corporation may not issue shares of its Common Stock under the Series B Preferred Stock, whether upon conversion thereof or as dividends thereon, in an amount that, when combined with shares previously issued under the Series B Preferred Stock, whether upon conversion thereof or as dividends thereon, and shares previously issued or issuable under stock options assumed by the Corporation in the Merger, is equal to or exceeds 20% of the Corporation’s outstanding common stock immediately prior to the effective time of the Merger.

17. Miscellaneous.

(a) Notwithstanding any provision herein to the contrary, in accordance with Sections 5, 6, 7, 8 or 9, the procedures for conversion of shares of Series B Preferred Stock not held in certificated form will be governed by arrangements among the Depositary of the shares of Series B Preferred Stock, its participants and Persons that may hold beneficial interests through such participants designed to permit settlement without the physical movement of certificates. Payments, transfers, deliveries, exchanges and other matters relating to beneficial interests in global security certificates may be subject to various policies and procedures adopted by the Depositary from time to time.

(b) The Liquidation Preference and the annual Dividend Rate set forth herein each shall be subject to equitable adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving the Series B Preferred Stock. Such adjustments shall be determined in good faith by the Board of Directors (and such determination shall be conclusive) and submitted by the Board of Directors to the Transfer Agent.

(c) For the purposes of Section 8, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.

(d) If the Corporation shall take any action affecting the Common Stock, other than any action described in Section 8, that in the opinion of the Board of Directors would materially adversely affect the conversion rights of the Holders, then the Series B Conversion Rate for the Series B Preferred Stock may be adjusted, to the extent permitted by law, in such manner, and at such time, as the Board of Directors may determine to be equitable in the circumstances.

(e) For purposes of this Section 17 the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series B Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

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(f) The Corporation covenants that any shares of Common Stock issued upon conversion of the Series B Preferred Stock or issued in respect of a stock dividend payment shall be validly issued, fully paid and non-assessable.

(g) The Series B Preferred Stock is not redeemable.

(h) Whenever possible, each provision hereof shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision hereof is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof. If a court of competent jurisdiction should determine that a provision hereof would be valid or enforceable if a period of time were extended or shortened or a particular percentage were increased or decreased, then such court may make such change as shall be necessary to render the provision in question effective and valid under applicable law.

(i) Subject to applicable escheat laws, any monies set aside by the Corporation in respect of any payment with respect to shares of the Series B Preferred Stock, or dividends thereon, and unclaimed at the end of two years from the date upon which such payment is due and payable shall revert to the general funds of the Corporation, after which reversion the Holders of such shares shall look only to the general funds of the Corporation for the payment thereof. Any interest accumulated on funds so deposited shall be paid to the Corporation from time to time.

(j) The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.

(k) If any of the Series B Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Corporation shall issue, in exchange and in substitution for and upon cancellation of the mutilated Series B Preferred Stock certificate, or in lieu of and substitution for the Series B Preferred Stock certificate lost, stolen or destroyed, a new Series B Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Series B Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Series B Preferred Stock certificate and indemnity, if requested, satisfactory to the Corporation and the Transfer Agent.

(1) The certificates for the Series B Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, in a form reasonably determined by the Corporation to be necessary to comply with applicable requirements.

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IN WITNESS WHEREOF, Inverness Medical Innovations, Inc. has caused this Certificate of Designations, Preferences and Rights of Series B Convertible Perpetual Preferred Stock to be executed on its behalf this 8th day of May, 2008.

INVERNESS MEDICAL INNOVATIONS, INC.
By:	/s/ David Teitel
	Name: David Teitel
	Title: Chief Financial Officer

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Exhibit A

Resolutions adopted by the Corporation’s Board of Directors on January 23, 2008

RESOLVED: To approve the acquisition of Matria Healthcare, Inc. (“Seller”) by the Company through a merger transaction involving a subsidiary of the Company to be formed after the date hereof (“Merger Sub”) pursuant to a Merger Agreement (the “Merger Agreement”) to provide, among other things, that (i) Merger Sub will be merged with and into the Seller (the “Merger”), with the Seller being the surviving corporation, (ii) each holder of Seller’s common stock will be entitled to receive aggregate consideration of not more than $39 per share consisting of cash of up to $6.50 per share and $32.50 per share in convertible preferred stock of the Company convertible at a 30% premium and providing for dividends of up to 3% (the “Convertible Preferred Stock”) in exchange for each share of the Seller’s common stock held by such Stockholder, upon which each outstanding share of the Company’s capital stock shall be cancelled and retired, and (iii) outstanding options to purchase shares of the Seller’s common stock will be accelerated and will either become fully vested, be assumed by the Company and converted into fully vested and exercisable options, or will be cashed out at the effective time of the Merger, and to include such other terms and conditions as the executive officers of the Company (the “Authorized Officers”) deem advisable.

A-1

Exhibit B

Resolutions adopted by the Corporation’s Board of Directors on February 7, 2008

RESOLVED:

That pursuant to the terms and conditions of the Merger Agreement, the Company is hereby authorized to issue up to two million three hundred thirty three thousand (2,333,333) shares of Convertible Preferred Stock to the stockholders of the Seller.

RESOLVED:

That the Convertible Preferred Stock shall be known as “Series B Convertible Perpetual Preferred Stock,” shall be a new series of preferred stock, par value $0.001 per share, and such Convertible Preferred Stock be, and it hereby is, Created, classified, and authorized, and that the designation, number of authorized shares, and relative rights, preferences and limitations of the Convertible Preferred Stock shall be as set forth in the Certificate of Designations to the Certificate of Incorporation of the Company, as amended and/or amended and Restated, in the form provided to the Board of Directors (the “Certificate of Designations”), and that the Certificate of Designations be, and it hereby is, authorized and approved.

B-1

Exhibit C

Resolutions adopted by the Corporation’s Board of Directors on May 7, 2008

RESOLVED:	That pursuant to Article IV of the Amended and Restated Certificate of Incorporation of the Corporation, as amended (“Certificate of Incorporation”), the Board of Directors previously authorized the creation of a new series of preferred stock, entitled Series B Convertible Perpetual Preferred Stock having powers, designations, preferences, and relative, participating, optional or other rights, and qualifications, limitations or restrictions thereof as set forth in the documents presented to the Board of Directors at that time, subject to ratification and approval of the final terms of the Certificate of Designations, Preferences and Rights of Series B Convertible Perpetual Preferred Stock.
RESOLVED:	That the Board of Directors hereby designates 2,300,000 shares of preferred stock as Series B Convertible Perpetual Preferred Stock, $0.001 par value per share (the “Series B Preferred Stock”).
RESOLVED:	That the Certificate of Designations, Preferences and Rights of Series B Convertible Perpetual Preferred Stock in substantially the form attached hereto as Exhibit B (the “Series B Certificate of Designations”) be, and hereby is, in all respects, ratified, approved and adopted; and that the Authorized Officers be, and each of them hereby is, authorized and directed to prepare, execute and file the Series B Certificate of Designations with the Secretary of State of the State of Delaware and to take any and all other actions necessary, desirable or convenient to give effect to the Series B Certificate of Designations or otherwise to carry out the purposes of the foregoing resolutions.
RESOLVED:	In connection with the designation of the Series B Preferred Stock, that the Corporation is hereby authorized to issue up to 2,300,000 shares of Series B Preferred Stock, up to 1,973,973 shares of which will be issued in connection with the proposed acquisition of Matria Healthcare, Inc. (“Matria”) and the remainder of which may be issued in the future as payment of dividends on shares of Series B Preferred Stock that are then issued and outstanding, subject to a declaration of such dividend by the Board of Directors.

C-1

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:43 PM 06/16/2008

FILED 04:39 PM 06/16/2008 S

RV 080697233 – 3391092 FILE

SECOND AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

INVERNESS MEDICAL INNOVATIONS, INC.

PURSUANT TO SECTION 242

OF THE GENERAL CORPORATION LAW OF

THE STATE OF DELAWARE

Inverness Medical Innovations, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies:

The Board of Directors of the Corporation, by vote of its members, duly adopted, pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”), an amendment to the Amended and Restated Certificate of Incorporation of the Corporation filed with the Delaware Secretary of State on November 19, 2001 and declared said amendment to be advisable. The amendment was duly adopted by the affirmative vote of the stockholders in accordance with the provisions of Section 242 of the DGCL.

RESOLVED: That the first paragraph of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation be amended to read as follows: “The total number of shares of capital stock which the Corporation shall have authority to issue is One Hundred Fifty Five Million (155,000,000) shares, of which (i) One Hundred Fifty Million (150,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) Five Million (5,000,000) shares shall be a class designated as preferred stock, par value $0.001 per share (the “Preferred Stock”).”

IN WITNESS WHEREOF, the Corporation has caused this Second Amendment to the Certificate of Incorporation to be executed on its behalf by its Assistant Secretary, Jay McNamara, as of this 16th day of June, 2008.

Inverness Medical Innovations, Inc.
By:	/s/ Jay McNamara
Name:	Jay McNamara
Title:	Assistant Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:15 PM 07/14/2010

FILED 05:46 PM 07/14/2010

SRV 100742328 – 3391092 FILE

THIRD AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF INVERNESS MEDICAL INNOVATIONS, INC.

PURSUANT TO SECTION 242

OF THE GENERAL CORPORATION LAW OF

THE STATE OF DELAWARE

Inverness Medical Innovations, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that (i) the Board of Directors of the Corporation, by vote of its members, duly adopted, pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”), amendments to the Amended and Restated Certificate of Incorporation of the Corporation filed with the Delaware Secretary of State on November 19, 2001 and declared said amendment to be advisable, (ii) said amendments were duly adopted by the affirmative vote of the stockholders in accordance with the provisions of Section 242 of the DGCL, and (iii) said amendments are as follows.

FIRST:	That the Article I of the Amended and Restated Certificate of Incorporation of the Corporation be amended to read as follows: The name of the Corporation is “Alere Inc.”
SECOND:	That the Amended and Restated Certificate of Incorporation of the Corporation be amended as to replace “Inverness Medical Innovations, Inc.” throughout with “Alere Inc.”
THIRD:	That the first paragraph of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation be amended to read as follows: “The total number of shares of capital stock which the Corporation shall have authority to issue is Two Hundred Five Million (205,000,000) shares, of which (i) Two Hundred Million (200,000,000) shares shall be a class designated as common stock, par value $0.001 per share (the “Common Stock”), and (ii) Five Million (5,000,000) shares shall be a class designated as preferred stock, par value $0.001 per share (the “Preferred Stock”).”

This Third Amendment to the Amended and Restated Certificate of Incorporation shall become effective on July 15, 2010.

IN WITNESS WHEREOF, the Corporation has caused this Third Amendment to the Amended and Restated Certificate of Incorporation to be executed on its behalf by its President, Ron Zwanziger, as of this 14th day of July, 2010.

Inverness Medical Innovations, Inc.
By:	/s/ Ron Zwanziger
Name:	Ron Zwanziger
Title:	President

FOURTH AMENDMENT TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF ALERE INC.

PURSUANT TO SECTION 242

OF THE GENERAL CORPORATION LAW OF

THE STATE OF DELAWARE

Alere Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies:

The Board of Directors of the Corporation, by vote of its members, duly adopted, pursuant to Section 242 of the Delaware General Corporation Law (the “DGCL”), an amendment to the Amended and Restated Certificate of Incorporation of the Corporation filed with the Delaware Secretary of State on November 19, 2001, as amended, and declared said amendment to be advisable. The amendment was duly adopted by the affirmative vote of the stockholders in accordance with the provisions of Section 242 of the DGCL. The amendment is as follows:

RESOLVED: That Sections 3, 4 and 5 of Article VI of the Amended and Restated Certificate of Incorporation of the Corporation be amended to read as follows:

3. Number of Directors; Term of Office. The number of Directors of the Corporation shall be fixed solely and exclusively by resolution duly adopted from time to time by the Board of Directors. Commencing at the annual meeting of stockholders that is held in calendar year 2013 (the “2013 Annual Meeting”), the Directors of the Corporation shall be elected annually for terms expiring at the next annual meeting of stockholders (or special meeting in lieu thereof), except that any director in office at the 2013 Annual Meeting whose term expires at the annual meeting of stockholders (or special meeting in lieu thereof) in calendar year 2014 or calendar year 2015 (a “Continuing Classified Director”) shall continue to hold office until the end of the term for which such director was elected. Notwithstanding the foregoing, all Directors elected shall hold office until their successors are duly elected and qualified or until their earlier death, resignation, disqualification or removal.

Notwithstanding the foregoing, whenever, pursuant to the provisions of Article IV of this Certificate, the holders of any one or more series of Preferred Stock shall have the right, voting separately as a series or together with holders of other such series, to elect Directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate and any certificate of designations applicable thereto.

4. Vacancies. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors and to fill vacancies in the Board of Directors relating thereto, any and all vacancies in the Board of Directors, however occurring, including, without limitation, by reason of an increase in the size of the Board of Directors, or the death, resignation, disqualification or removal of a Director, shall be filled solely and exclusively by the affirmative vote of a majority of the remaining Directors then in office, even if less than a quorum of the Board of Directors, and not by the stockholders. Any Director appointed in accordance with the preceding sentence shall hold office for a term expiring at the next annual meeting of stockholders (or special meeting in lieu thereof) and until such Director’s successor shall have been duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, shall exercise the powers of the full Board of Directors until the vacancy is filled.

5. Removal. Subject to the rights, if any, of the holders of any series of Preferred Stock to elect Directors, to fill vacancies in the Board of Directors relating thereto, and to remove any Director whom the holders of any such stock have the right to elect, any Director (including persons elected by Directors to fill vacancies in the Board of Directors) or the entire Board of Directors may be removed from office, with or without cause, only by the affirmative vote of the holders of a majority of the shares then entitled to vote at an election of Directors, except that Continuing Classified Directors may be removed from office (i) only with cause and (ii) only by the affirmative vote of the holders of 75% or more of the shares then entitled to vote at an election

of Directors. At least forty-five (45) days prior to any meeting of stockholders at which it is proposed that any Continuing Classified Director be removed from office, written notice of such proposed removal and the alleged grounds therefor shall be sent to the Continuing Classified Director whose removal will be considered at the meeting.

IN WITNESS WHEREOF, the Corporation has caused this Fourth Amendment to the Amended and Restated Certificate of Incorporation to be executed on its behalf by its Assistant Secretary, Jay McNamara, as of this 11th day of July, 2012.

Alere Inc.
By:	/s/ Jay McNamara
Name:	Jay McNamara
Title:	Assistant Secretary

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Ron Zwanziger, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alere Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2012	/s/ Ron Zwanziger
	Ron Zwanziger
	Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, David Teitel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Alere Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2012	/s/ David Teitel
	David Teitel
	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned officers of Alere Inc. (the “Company”) hereby certifies, to his knowledge, that the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification is being furnished as an exhibit to the Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except to the extent that the Company specifically incorporates this certification by reference.

Date: August 8, 2012
	/s/ Ron Zwanziger
	Ron Zwanziger
	Chief Executive Officer
Date: August 8, 2012
	/s/ David Teitel
	David Teitel
	Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signatures that appear in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Basis of Presentation of Financial Information (Details)	Feb. 29, 2012
Basis of Presentation of Financial Information (Textual) [Abstract]
Annual report filing Date with securities exchange commission	Feb. 29, 2012

XML

Restructuring Plans (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Cash activity for restructuring reserves
Restructuring Reserve, Beginning Balance			$ 9,188
Cash charges	1,365	10,298	6,784	16,497
Payments			(9,979)
Currency adjustments			(251)
Restructuring Reserve, Ending Balance	5,742		5,742
Severance related cost [Member]
Cash activity for restructuring reserves
Restructuring Reserve, Beginning Balance			3,380
Cash charges			5,838
Payments			(6,827)
Currency adjustments			(248)
Restructuring Reserve, Ending Balance	2,143		2,143
Facility and transition costs [Member]
Cash activity for restructuring reserves
Restructuring Reserve, Beginning Balance			5,215
Cash charges			836
Payments			(3,030)
Currency adjustments			(3)
Restructuring Reserve, Ending Balance	3,018		3,018
Other exit costs [Member]
Cash activity for restructuring reserves
Restructuring Reserve, Beginning Balance			593
Cash charges			110
Payments			(122)
Restructuring Reserve, Ending Balance	$ 581		$ 581

XML

Business Combinations (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Preliminary aggregate purchase price allocation
Current assets	$ 35,035	$ 134,120
Property, plant and equipment	7,216	68,474
Goodwill	176,060	363,039
Intangible assets	247,875	416,624
Other non-current assets	480	27,679
Total assets acquired	466,666	1,009,936
Current liabilities	24,379	90,209
Non-current liabilities	92,888	129,810
Total liabilities assumed	117,267	220,019
Fair value of non-controlling interest		2,500
Net assets acquired	349,399	787,417
Fair value of previously-held equity investment		113,168
Contingent consideration	45,500	48,685
Fair value of common stock issued		16,183
Loan forgiveness		1,489
Deferred purchase price consideration		4,170
Cash paid	303,899	603,722
Other [Member]
Preliminary aggregate purchase price allocation
Current assets	2,177
Property, plant and equipment	1,552
Goodwill	10,228
Intangible assets	26,875
Total assets acquired	40,832
Current liabilities	1,721
Non-current liabilities	6,330
Total liabilities assumed	8,051
Net assets acquired	32,781
Contingent consideration	1,000
Cash paid	31,781
eScreen [Member]
Preliminary aggregate purchase price allocation
Current assets	32,858
Property, plant and equipment	5,664
Goodwill	165,832
Intangible assets	221,000
Other non-current assets	480
Total assets acquired	425,834
Current liabilities	22,658
Non-current liabilities	86,558
Total liabilities assumed	109,216
Net assets acquired	316,618
Contingent consideration	44,500
Cash paid	$ 272,118

XML

Equity Investments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Financial information for the P&G joint venture and TechLab on a combined Condensed Results of Operations
Net revenue	$ 58,308	$ 61,088	$ 110,833	$ 116,642
Gross profit	35,585	36,900	70,764	72,365
Net income (loss) after taxes	$ 7,691	$ (550)	$ 14,684	$ 1,284

XML

Restructuring Plans (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Restructuring Plans (Textual) [Abstract]
Restructuring reserve accrued expenses and other current liabilities	$ 4.3
Restructuring reserve other long-term liabilities	1.4
Restructuring Plan 2012 [Member] | Professional diagnostics business segment [Member]
Restructuring Plans (Textual) [Abstract]
Additional costs	0.2
Cash charges remain unpaid	1.5
Restructuring Plan 2011 [Member] | Health management business segment [Member]
Restructuring Plans (Textual) [Abstract]
Additional costs	1.0
Cash charges remain unpaid	3.0
Restructuring Plan 2011 [Member] | Professional diagnostics business segment [Member]
Restructuring Plans (Textual) [Abstract]
Additional costs	2.9
Restructuring Plan 2010 and 2008 [Member]
Restructuring Plans (Textual) [Abstract]
Percentage of restructuring charges included in equity earnings	50.00%
Restructuring Plan 2010 and 2008 [Member] | Cholestech [Member]
Restructuring Plans (Textual) [Abstract]
Additional costs	1.6
Restructuring Plan 2010 and 2008 [Member] | Facility and other [Member] | Cholestech [Member]
Restructuring Plans (Textual) [Abstract]
Cash charges remain unpaid	$ 1.2

XML

Stockholders' Equity and Non-controlling Interests (Details 1) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Summary of changes in redeemable non-controlling interest
Redeemable non-controlling interest, beginning of period	$ 2,497
Purchase of subsidiary shares from non-controlling interest	(2,433)	2,500
Net loss	(64)
Redeemable non-controlling interest, end of period

XML

Derivative Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2012

Derivative Financial Instruments [Abstract]

Summary of fair value of derivative instruments and the effect of derivative instruments in consolidated balance sheets and consolidated statements of operations

Derivative Instruments	Balance Sheet Caption	Fair Value at June  30, 2012		Fair Value at December  31, 2011
Foreign currency forward contracts	Accrued expenses and other current liabilities	$	10	$	447

Summary of fair value of derivative instruments and the effect of derivative instruments in consolidated statements of operations and in accumulated other comprehensive loss

Derivative Instruments	Location of Gain (Loss) Recognized in Income	Amount of Loss  Recognized During the Three Months Ended June 30, 2012			Amount of Gain  Recognized During the Three Months Ended June 30, 2011
Foreign exchange forward contract	Other comprehensive income (loss)	$	(652	)	$	8
Interest rate swap contracts	Other comprehensive income (loss)		—			224
Total gain (loss)	Other comprehensive income (loss)	$	(652	)	$	232

Derivative Instruments	Location of Gain Recognized in Income	Amount of Gain  Recognized   During the Six   Months Ended June 30, 2012		Amount of Gain  Recognized   During the Six   Months Ended June 30, 2011
Foreign exchange forward contract	Other comprehensive income (loss)	$	455	$	8
Interest rate swap contracts	Other comprehensive income (loss)		—		1,841
Total gain	Other comprehensive income (loss)	$	455	$	1,849

XML

Guarantor Financial Information (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Consolidating Statement of Operations
Net product sales	$ 463,425	$ 398,805	$ 939,212	$ 806,048
Services revenue	233,855	163,575	426,289	331,127
Net product sales and services revenue	697,280	562,380	1,365,501	1,137,175
License and royalty revenue	3,237	4,805	6,145	12,474
Net revenue	700,517	567,185	1,371,646	1,149,649
Cost of net product sales	222,498	190,333	448,052	380,020
Cost of services revenue	120,559	82,495	211,419	167,211
Cost of net product sales and services revenue	343,057	272,828	659,471	547,231
Cost of license and royalty revenue	1,852	1,629	3,496	3,483
Cost of net revenue	344,909	274,457	662,967	550,714
Gross profit (loss)	355,608	292,728	708,679	598,935
Operating expenses:
Research and development	40,447	41,348	79,447	77,890
Sales and marketing	159,322	140,388	317,900	273,597
General and administrative	121,485	94,838	241,920	200,389
Total operating expenses	321,254	276,574	639,267	551,876
Operating income (loss)	34,354	16,154	69,412	47,059
Interest expense, including amortization of original issue discounts and deferred financing costs	(55,531)	(68,562)	(106,258)	(106,867)
Other income (expense), net	3,811	437	15,642	2,773
Income (loss) before provision (benefit) for income taxes	17,366	51,971	21,204	57,035
Provision (benefit) for income taxes	(489)	(42,736)	(1,944)	(47,066)
Income (loss) before equity earnings of unconsolidated entities, net of tax	(16,877)	(9,235)	(19,260)	(9,969)
Equity earnings (losses) of unconsolidated entities, net of tax	3,998	(207)	7,410	804
Net income (loss)	(12,879)	(9,442)	(11,850)	(9,165)
Less: Net income attributable to non-controlling interests	36	(40)	(149)	22
Net income (loss) attributable to Alere Inc. and Subsidiaries	(12,915)	(9,402)	(11,701)	(9,187)
Preferred stock dividends	(5,279)	(5,515)	(10,588)	(11,324)
Preferred stock repurchase		10,248		23,936
Net income (loss) available to common stockholders	(18,194)	(4,669)	(22,289)	3,425
Issuer [Member]
Consolidating Statement of Operations
Cost of net product sales	857	659	1,707	1,429
Cost of net product sales and services revenue	857	659	1,707	1,429
Cost of net revenue	857	659	1,707	1,429
Gross profit (loss)	(857)	(659)	(1,707)	(1,429)
Operating expenses:
Research and development	5,873	5,237	11,069	9,978
Sales and marketing	819	298	1,876	949
General and administrative	14,567	13,737	26,198	28,373
Total operating expenses	21,259	19,272	39,143	39,300
Operating income (loss)	(22,116)	(19,931)	(40,850)	(40,729)
Interest expense, including amortization of original issue discounts and deferred financing costs	(53,969)	(35,845)	(103,685)	(61,451)
Other income (expense), net	3,988	2,341	(4,086)	5,706
Income (loss) before provision (benefit) for income taxes	72,097	53,435	148,621	96,474
Provision (benefit) for income taxes	(19,750)	(44,788)	(46,748)	(65,583)
Income (loss) before equity earnings of unconsolidated entities, net of tax	(52,347)	(8,647)	(101,873)	(30,891)
Equity in earnings of subsidiaries, net of tax	38,982	(1,484)	88,877	20,569
Equity earnings (losses) of unconsolidated entities, net of tax	486	689	1,146	1,157
Net income (loss)	(12,879)	(9,442)	(11,850)	(9,165)
Net income (loss) attributable to Alere Inc. and Subsidiaries	(12,879)	(9,442)	(11,850)	(9,165)
Preferred stock dividends	(5,279)	(5,515)	(10,588)	(11,324)
Preferred stock repurchase		10,248		23,936
Net income (loss) available to common stockholders	(18,158)	(4,709)	(22,438)	3,447
Guarantor Subsidiaries [Member]
Consolidating Statement of Operations
Net product sales	202,249	216,256	421,465	454,232
Services revenue	152,856	147,007	298,989	298,532
Net product sales and services revenue	355,105	363,263	720,454	752,764
License and royalty revenue	9,536	2,746	13,765	5,220
Net revenue	364,641	366,009	734,219	757,984
Cost of net product sales	94,152	101,244	198,073	208,406
Cost of services revenue	76,691	76,100	157,394	154,635
Cost of net product sales and services revenue	173,843	177,344	355,467	363,041
Cost of net revenue	173,843	177,344	355,467	363,041
Gross profit (loss)	190,798	188,665	378,752	394,943
Operating expenses:
Research and development	17,186	15,889	33,762	33,670
Sales and marketing	77,219	83,954	154,778	166,814
General and administrative	46,670	59,626	104,971	119,827
Total operating expenses	141,075	159,469	293,511	320,311
Operating income (loss)	49,723	29,196	85,241	74,632
Interest expense, including amortization of original issue discounts and deferred financing costs	(10,879)	(46,875)	(21,885)	(75,054)
Other income (expense), net	15,837	12,634	25,265	26,488
Income (loss) before provision (benefit) for income taxes	(54,681)	5,045	(88,621)	(26,066)
Provision (benefit) for income taxes	23,233	(81)	35,538	14,055
Income (loss) before equity earnings of unconsolidated entities, net of tax	31,448	(4,964)	53,083	12,011
Equity in earnings of subsidiaries, net of tax	(185)	655	(533)	655
Net income (loss)	31,263	(4,309)	52,550	12,666
Net income (loss) attributable to Alere Inc. and Subsidiaries	31,263	(4,309)	52,550	12,666
Net income (loss) available to common stockholders	31,263	(4,309)	52,550	12,666
Non-Guarantor Subsidiaries [Member]
Consolidating Statement of Operations
Net product sales	290,714	214,803	580,514	414,773
Services revenue	80,999	16,568	127,300	32,595
Net product sales and services revenue	371,713	231,371	707,814	447,368
License and royalty revenue	2,656	3,920	5,277	10,553
Net revenue	374,369	235,291	713,091	457,921
Cost of net product sales	156,513	120,279	310,392	232,414
Cost of services revenue	40,868	6,395	54,025	12,576
Cost of net product sales and services revenue	197,381	126,674	364,417	244,990
Cost of license and royalty revenue	10,807	3,490	16,393	6,782
Cost of net revenue	208,188	130,164	380,810	251,772
Gross profit (loss)	166,181	105,127	332,281	206,149
Operating expenses:
Research and development	17,388	20,222	34,616	34,242
Sales and marketing	81,284	56,136	161,246	105,834
General and administrative	60,248	21,475	110,751	52,189
Total operating expenses	158,920	97,833	306,613	192,265
Operating income (loss)	7,261	7,294	25,668	13,884
Interest expense, including amortization of original issue discounts and deferred financing costs	(3,883)	(3,863)	(7,198)	(8,232)
Other income (expense), net	(2,814)	3,483	20,973	8,449
Income (loss) before provision (benefit) for income taxes	(564)	(6,914)	(39,443)	(14,101)
Provision (benefit) for income taxes	(3,855)	2,133	9,312	4,587
Income (loss) before equity earnings of unconsolidated entities, net of tax	4,419	4,781	30,131	9,514
Equity earnings (losses) of unconsolidated entities, net of tax	3,502	(842)	6,238	(352)
Net income (loss)	7,921	3,939	36,369	9,162
Less: Net income attributable to non-controlling interests	36	(40)	(149)	22
Net income (loss) attributable to Alere Inc. and Subsidiaries	7,885	3,979	36,518	9,140
Net income (loss) available to common stockholders	7,885	3,979	36,518	9,140
Eliminations [Member]
Consolidating Statement of Operations
Net product sales	(29,538)	(32,254)	(62,767)	(62,957)
Net product sales and services revenue	(29,538)	(32,254)	(62,767)	(62,957)
License and royalty revenue	(8,955)	(1,861)	(12,897)	(3,299)
Net revenue	(38,493)	(34,115)	(75,664)	(66,256)
Cost of net product sales	(29,024)	(31,849)	(62,120)	(62,229)
Cost of net product sales and services revenue	(29,024)	(31,849)	(62,120)	(62,229)
Cost of license and royalty revenue	(8,955)	(1,861)	(12,897)	(3,299)
Cost of net revenue	(37,979)	(33,710)	(75,017)	(65,528)
Gross profit (loss)	(514)	(405)	(647)	(728)
Operating expenses:
Operating income (loss)	(514)	(405)	(647)	(728)
Interest expense, including amortization of original issue discounts and deferred financing costs	13,200	18,021	26,510	37,870
Other income (expense), net	(13,200)	(18,021)	(26,510)	(37,870)
Income (loss) before provision (benefit) for income taxes	514	405	647	728
Provision (benefit) for income taxes	(117)		(46)	(125)
Income (loss) before equity earnings of unconsolidated entities, net of tax	(397)	(405)	(601)	(603)
Equity in earnings of subsidiaries, net of tax	(38,797)	829	(88,344)	(21,224)
Equity earnings (losses) of unconsolidated entities, net of tax	10	(54)	26	(1)
Net income (loss)	(39,184)	370	(88,919)	(21,828)
Net income (loss) attributable to Alere Inc. and Subsidiaries	(39,184)	370	(88,919)	(21,828)
Net income (loss) available to common stockholders	$ (39,184)	$ 370	$ (88,919)	$ (21,828)

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Long-term Debt (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Long-term debt interest expense
Long-term debt issuance cost	$ 53,736	$ 67,699	$ 103,219	$ 105,002
Secured credit facility [Member]
Long-term debt interest expense
Long-term debt issuance cost	27,097	220	49,948	220
Former secured credit facility [Member]
Long-term debt interest expense
Long-term debt issuance cost		42,203		54,257
3% Senior subordinated convertible notes [Member]
Long-term debt interest expense
Long-term debt issuance cost	1,246	1,250	2,492	2,496
9% Senior subordinated notes [Member]
Long-term debt interest expense
Long-term debt issuance cost	10,363	9,738	20,717	19,468
7.875% Senior Notes [Member]
Long-term debt interest expense
Long-term debt issuance cost	5,755	5,369	11,513	10,734
8.625% Senior subordinated notes [Member]
Long-term debt interest expense
Long-term debt issuance cost	$ 9,275	$ 8,919	$ 18,549	$ 17,827

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Guarantor Financial Information (Details 3) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Cash Flows from Operating Activities:
Net income (loss)	$ (12,879)	$ (9,442)	$ (11,850)	$ (9,165)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs			10,731	27,590
Depreciation and amortization	108,900	101,141	211,622	196,116
Non-cash charges for sale of inventories revalued at the date of acquisition			4,681
Non-cash stock-based compensation expense	4,368	6,181	8,242	11,989
Impairment of inventory			5	466
Impairment of long-lived assets			219	957
Impairment of intangible assets				2,935
(Gain) loss on sale of property, plant and equipment			(5,872)	1,270
Gain on sales of marketable securities				(331)
Equity earnings of unconsolidated entities, net of tax	(3,998)	207	(7,410)	(804)
Deferred income taxes			(27,400)	(63,343)
Other non-cash items			(883)	(4,503)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net			(5,431)	(3,641)
Inventories, net			(4,412)	(7,299)
Prepaid expenses and other current assets			16,866	(36,052)
Accounts payable			(14,247)	13,524
Accrued expenses and other current liabilities			(366)	17,721
Other non-current liabilities			(8,265)	11,071
Net cash provided by (used in) operating activities			166,230	158,501
Cash Flows from Investing Activities:
Decrease in restricted cash			5,888	34
Purchases of property, plant and equipment			(69,461)	(67,630)
Proceeds from sale of property, plant and equipment			21,677	835
Proceeds from disposition of business				11,490
Cash paid for acquisitions, net of cash acquired			(310,240)	(107,360)
Cash received from sales of marketable securities			226	7,919
Net cash received from equity method investments			6,556	490
Increase in other assets			(7,714)	(32,101)
Net cash provided by (used in) investing activities			(353,068)	(186,323)
Cash Flows from Financing Activities:
Cash paid for financing costs			(2,013)	(64,699)
Cash paid for contingent purchase price consideration			(6,500)	(24,707)
Proceeds from issuance of common stock, net of issuance costs			8,697	17,829
Repurchase of preferred stock				(99,068)
Proceeds from issuance of long-term debt			199,234	1,552,124
Payments on long-term debt			(29,884)	(1,193,315)
Net proceeds under revolving credit facilities			42,487	3,335
Payments on short-term debt			(6,240)
Cash paid for dividends			(10,646)	(68)
Repurchase of common stock				(926)
Excess tax benefits on exercised stock options			210	1,704
Principal payments on capital lease obligations			(3,319)	(1,294)
Other			(2,577)	(10,349)
Net cash provided by (used in) financing activities			189,449	180,566
Foreign exchange effect on cash and cash equivalents			1,955	2,612
Net increase (decrease) in cash and cash equivalents			4,566	155,356
Cash and cash equivalents, beginning of period			299,173	401,306
Cash and cash equivalents, end of period	303,739	556,662	303,739	556,662
Issuer [Member]
Cash Flows from Operating Activities:
Net income (loss)	(12,879)	(9,442)	(11,850)	(9,165)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax	(38,982)	1,484	(88,877)	(20,569)
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs			10,568	3,718
Depreciation and amortization			3,195	1,751
Non-cash stock-based compensation expense			2,166	3,490
Impairment of long-lived assets				2
(Gain) loss on sale of property, plant and equipment				3
Equity earnings of unconsolidated entities, net of tax	(486)	(689)	(1,146)	(1,157)
Deferred income taxes			7,771	(15,821)
Other non-cash items			(883)	1,269
Changes in assets and liabilities, net of acquisitions:
Prepaid expenses and other current assets			(372,901)	(14,544)
Accounts payable			(786)	993
Accrued expenses and other current liabilities			327,975	(25,705)
Other non-current liabilities			(6,781)	9,288
Intercompany payable (receivable)			231,769	(1,047,338)
Net cash provided by (used in) operating activities			100,220	(1,113,785)
Cash Flows from Investing Activities:
Purchases of property, plant and equipment			(1,028)	(896)
Cash paid for acquisitions, net of cash acquired			(296,189)	(34,644)
Net cash received from equity method investments			490	490
Increase in other assets			(8,973)	(20,340)
Net cash provided by (used in) investing activities			(305,700)	(55,390)
Cash Flows from Financing Activities:
Cash paid for financing costs			(2,013)	(63,895)
Cash paid for contingent purchase price consideration			(6,500)	(24,459)
Proceeds from issuance of common stock, net of issuance costs			8,697	17,829
Repurchase of preferred stock				(99,068)
Proceeds from issuance of long-term debt			198,000	1,550,000
Payments on long-term debt			(22,000)
Net proceeds under revolving credit facilities			47,500
Payments on short-term debt			(6,240)
Cash paid for dividends			(10,646)	(68)
Repurchase of common stock				(926)
Excess tax benefits on exercised stock options			120	1,010
Other				(10,140)
Net cash provided by (used in) financing activities			206,918	1,370,283
Net increase (decrease) in cash and cash equivalents			1,438	201,108
Cash and cash equivalents, beginning of period			12,451	101,666
Cash and cash equivalents, end of period	13,889	302,774	13,889	302,774
Guarantor Subsidiaries [Member]
Cash Flows from Operating Activities:
Net income (loss)	31,263	(4,309)	52,550	12,666
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax	185	(655)	533	(655)
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs			110	23,595
Depreciation and amortization			112,083	130,800
Non-cash charges for sale of inventories revalued at the date of acquisition			1,400
Non-cash stock-based compensation expense			3,065	4,589
Impairment of inventory			5	172
Impairment of long-lived assets			219	632
Impairment of intangible assets				2,935
(Gain) loss on sale of property, plant and equipment			(5,900)	966
Deferred income taxes			(23,924)	(32,837)
Other non-cash items				1,620
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net			14,939	12,818
Inventories, net			2,785	2,657
Prepaid expenses and other current assets			397,279	(8,037)
Accounts payable			2,571	8,689
Accrued expenses and other current liabilities			(338,223)	51,390
Other non-current liabilities			(2,210)	2,011
Intercompany payable (receivable)			(224,541)	1,013,063
Net cash provided by (used in) operating activities			(7,259)	1,227,074
Cash Flows from Investing Activities:
Decrease in restricted cash			12	160
Purchases of property, plant and equipment			(33,616)	(36,354)
Proceeds from sale of property, plant and equipment			21,927	626
Cash paid for acquisitions, net of cash acquired				(3,400)
Cash received from sales of marketable securities			15
Increase in other assets			580	(11,548)
Net cash provided by (used in) investing activities			(11,082)	(50,516)
Cash Flows from Financing Activities:
Cash paid for financing costs				(804)
Cash paid for contingent purchase price consideration				(248)
Proceeds from issuance of long-term debt			951	937
Payments on long-term debt			(712)	(1,192,086)
Excess tax benefits on exercised stock options			74	435
Principal payments on capital lease obligations			(851)	(1,040)
Net cash provided by (used in) financing activities			(538)	(1,192,806)
Foreign exchange effect on cash and cash equivalents			(78)	259
Net increase (decrease) in cash and cash equivalents			(18,957)	(15,989)
Cash and cash equivalents, beginning of period			85,838	116,112
Cash and cash equivalents, end of period	66,881	100,123	66,881	100,123
Non-Guarantor Subsidiaries [Member]
Cash Flows from Operating Activities:
Net income (loss)	7,921	3,939	36,369	9,162
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs			53	277
Depreciation and amortization			96,298	63,856
Non-cash charges for sale of inventories revalued at the date of acquisition			3,281
Non-cash stock-based compensation expense			3,011	3,910
Impairment of inventory				294
Impairment of long-lived assets				323
(Gain) loss on sale of property, plant and equipment			28	301
Gain on sales of marketable securities				(331)
Equity earnings of unconsolidated entities, net of tax	(3,502)	842	(6,238)	352
Deferred income taxes			(11,201)	(12,268)
Other non-cash items				(7,392)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net			(20,370)	(16,459)
Inventories, net			(7,642)	(10,633)
Prepaid expenses and other current assets			(7,529)	(13,471)
Accounts payable			(16,032)	3,842
Accrued expenses and other current liabilities			10,396	(10,256)
Other non-current liabilities			255	(228)
Intercompany payable (receivable)			(7,228)	34,275
Net cash provided by (used in) operating activities			73,451	45,554
Cash Flows from Investing Activities:
Decrease in restricted cash			5,876	(126)
Purchases of property, plant and equipment			(35,717)	(30,666)
Proceeds from sale of property, plant and equipment			495	209
Proceeds from disposition of business				11,490
Cash paid for acquisitions, net of cash acquired			(14,051)	(69,316)
Cash received from sales of marketable securities			211	7,919
Net cash received from equity method investments			6,066
Increase in other assets			652	(213)
Net cash provided by (used in) investing activities			(36,468)	(80,703)
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt			283	1,187
Payments on long-term debt			(7,172)	(1,229)
Net proceeds under revolving credit facilities			(5,013)	3,335
Excess tax benefits on exercised stock options			16	259
Principal payments on capital lease obligations			(2,468)	(254)
Other			(2,577)	(209)
Net cash provided by (used in) financing activities			(16,931)	3,089
Foreign exchange effect on cash and cash equivalents			2,033	2,297
Net increase (decrease) in cash and cash equivalents			22,085	(29,763)
Cash and cash equivalents, beginning of period			200,884	183,528
Cash and cash equivalents, end of period	222,969	153,765	222,969	153,765
Eliminations [Member]
Cash Flows from Operating Activities:
Net income (loss)	(39,184)	370	(88,919)	(21,828)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax	38,797	(829)	88,344	21,224
Depreciation and amortization			46	(291)
Equity earnings of unconsolidated entities, net of tax	(10)	54	(26)	1
Deferred income taxes			(46)	(2,417)
Changes in assets and liabilities, net of acquisitions:
Inventories, net			445	677
Prepaid expenses and other current assets			17
Accrued expenses and other current liabilities			(514)	2,292
Other non-current liabilities			471
Net cash provided by (used in) operating activities			(182)	(342)
Cash Flows from Investing Activities:
Purchases of property, plant and equipment			900	286
Proceeds from sale of property, plant and equipment			(745)
Increase in other assets			27
Net cash provided by (used in) investing activities			182	286
Cash Flows from Financing Activities:
Foreign exchange effect on cash and cash equivalents				$ 56

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Guarantor Financial Information (Details Textual)	Jun. 30, 2012	Jun. 30, 2011
9% Senior subordinated notes [Member]
Guarantor Financial Information (Textual) [Abstract]
Interest rate of debt instrument	9.00%	9.00%
7.875% Senior Notes [Member]
Guarantor Financial Information (Textual) [Abstract]
Interest rate of debt instrument	7.875%	7.875%
8.625% Senior subordinated notes [Member]
Guarantor Financial Information (Textual) [Abstract]
Interest rate of debt instrument	8.625%	8.625%

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Equity Investments (Details 1) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Financial information for the P&G joint venture and TechLab on a combined Condensed Balance Sheets
Current assets	$ 81,312	$ 84,376
Non-current assets	39,651	37,659
Total assets	120,963	122,035
Current liabilities	47,344	49,453
Non-current liabilities	7,091	6,326
Total liabilities	$ 54,435	$ 55,779

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Recent Accounting Pronouncements (Policies)

6 Months Ended

Jun. 30, 2012

Recent Accounting Pronouncements [Abstract]

Intangibles - Goodwill and Other

Effective January 1, 2012, we adopted Accounting Standards Update, or ASU, No. 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing for Goodwill Impairment, or ASU 2011-08. ASU 2011-08 allows an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step impairment test. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step impairment test is required; otherwise, no further testing is required. This update does not change the current guidance for testing other indefinite-lived intangible assets for impairment. The adoption of this standard did not have an impact on our financial position, results of operations, comprehensive income or cash flows.

Comprehensive Income - Presentation of Comprehensive Income

Effective January 1, 2012, we adopted ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, or ASU 2011-05. ASU 2011-05 (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. This update does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented. Effective January 1, 2012, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, or ASU 2011-12. As these accounting standards only require enhanced disclosure, the adoption of these standards did not impact our financial position, results of operations, comprehensive income or cash flows.

ASC 323 Investments - Equity Method and Joint Ventures

We account for the results from our equity investments under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures, based on the percentage of our ownership interest in the business. Our equity investments primarily include the following:

(a) SPD

In May 2007, we completed the formation of SPD, our 50/50 joint venture with P&G for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products, outside the cardiology, diabetes and oral care fields. Upon completion of the arrangement to form SPD, we ceased to consolidate the operating results of our consumer diagnostics business related to SPD. We recorded earnings of $3.3 million and $6.1 million during the three and six months ended June 30, 2012, respectively, and we recorded losses of $0.9 million and $0.5 million during the three and six months ended June 30, 2011, respectively, in equity earnings of unconsolidated entities, net of tax, in our accompanying consolidated statements of operations, which represented our 50% share of SPD’s net income (losses) for the respective periods.

(b) TechLab

In May 2006, we acquired 49% of TechLab, Inc., or TechLab, a privately-held developer, manufacturer and distributor of rapid non-invasive intestinal diagnostics tests in the areas of intestinal inflammation, antibiotic-associated diarrhea and parasitology. We recorded earnings of $0.5 million and $1.2 million during the three and six months ended June 30, 2012, respectively, and we recorded earnings of $0.6 million and $1.2 million during the three and six months ended June 30, 2011, respectively, in equity earnings of unconsolidated entities, net of tax, in our accompanying consolidated statements of operations, which represented our minority share of TechLab’s net income for the respective periods.

Fair Value Measurements- Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements

Effective January 1, 2012, we adopted ASU No. 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, or ASU 2011-04. ASU 2011-04 provides common requirements for measuring fair value and disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards.

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Business Combinations (Details 2) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Liabilities established for exit activities [Member]
Liabilities established for exit activities related to the acquisitions
Beginning Balance	$ 1,767
Adjustments to the Reserve	(111)
Amounts Paid	(183)
Ending Balance	1,473
Exit Costs Since Inception	26,915
Matria Acquisition [Member]
Liabilities established for exit activities related to the acquisitions
Beginning Balance	463
Adjustments to the Reserve	(111)
Amounts Paid	(71)
Ending Balance	281
Exit Costs Since Inception	18,338
Matria Acquisition [Member] | Severance related cost [Member]
Liabilities established for exit activities related to the acquisitions
Beginning Balance	68
Ending Balance	68
Exit Costs Since Inception	13,664
Matria Acquisition [Member] | Facility and other [Member]
Liabilities established for exit activities related to the acquisitions
Beginning Balance	395
Adjustments to the Reserve	(111)
Amounts Paid	(71)
Ending Balance	213
Exit Costs Since Inception	4,674
Cholestech Acquisition [Member]
Liabilities established for exit activities related to the acquisitions
Beginning Balance	1,304
Amounts Paid	(112)
Ending Balance	1,192
Exit Costs Since Inception	8,577
Cholestech Acquisition [Member] | Severance related cost [Member]
Liabilities established for exit activities related to the acquisitions
Exit Costs Since Inception	5,845
Cholestech Acquisition [Member] | Facility and other [Member]
Liabilities established for exit activities related to the acquisitions
Beginning Balance	1,304
Amounts Paid	(112)
Ending Balance	1,192
Exit Costs Since Inception	$ 2,732

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Stock-based Compensation (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Stock-based compensation expense
Stock-based compensation	$ 4,368	$ 6,181	$ 8,242	$ 11,989
Benefit for income taxes	(874)	(1,304)	(1,415)	(2,590)
Stock-based compensation, net of tax	3,494	4,877	6,827	9,399
Cost of sales [Member]
Stock-based compensation expense
Stock-based compensation	263	366	532	716
Research and development [Member]
Stock-based compensation expense
Stock-based compensation	856	1,191	1,627	2,136
Sales and marketing [Member]
Stock-based compensation expense
Stock-based compensation	913	1,209	1,830	2,168
General and administrative [Member]
Stock-based compensation expense
Stock-based compensation	$ 2,336	$ 3,415	$ 4,253	$ 6,969

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Guarantor Financial Information (Details 2) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 303,739	$ 299,173	$ 556,662	$ 401,306
Restricted cash	3,099	8,987
Marketable securities	863	1,086
Accounts receivable, net of allowances	501,076	475,824
Inventories, net	316,897	320,269
Deferred tax assets	37,858	42,975
Receivable from joint venture, net	3,735	2,503
Prepaid expenses and other current assets	127,490	142,910
Total current assets	1,294,757	1,293,727
Property, plant and equipment, net	500,798	491,205
Goodwill	2,953,551	2,821,271
Other intangible assets with indefinite lives	53,169	69,546
Finite-lived intangible assets, net	1,904,722	1,785,925
Deferred financing costs, net, and other non-current assets	102,026	97,786
Receivable from joint venture, net of current portion	14,115	15,455
Investments in unconsolidated entities	90,071	85,138
Marketable securities	3,040	2,254
Deferred tax assets	11,206	10,394
Total assets	6,927,455	6,672,701
Current liabilities:
Current portion of long-term debt	54,822	61,092
Current portion of capital lease obligations	5,350	6,083
Short-term debt		6,240
Accounts payable	162,850	155,464
Accrued expenses and other current liabilities	396,470	395,573
Total current liabilities	619,492	624,452
Long-term liabilities:
Long-term debt, net of current portion	3,489,050	3,267,451
Capital lease obligations, net of current portion	10,229	12,629
Deferred tax liabilities	436,247	380,700
Other long-term liabilities	181,409	153,398
Total long-term liabilities	4,116,935	3,814,178
Redeemable non-controlling interest		2,497
Stockholders' equity	2,188,773	2,229,234
Non-controlling interests	2,255	2,340
Total equity	2,191,028	2,231,574	2,549,009	2,577,726
Total liabilities and equity	6,927,455	6,672,701
Issuer [Member]
Current assets:
Cash and cash equivalents	13,889	12,451	302,774	101,666
Deferred tax assets	8,260	10,912
Prepaid expenses and other current assets	298,810	(74,078)
Intercompany receivables	375,194	397,914
Total current assets	696,153	347,199
Property, plant and equipment, net	2,375	2,542
Finite-lived intangible assets, net	25,401	28,685
Deferred financing costs, net, and other non-current assets	87,094	88,153
Investments in subsidiaries	3,516,106	3,586,625
Investments in unconsolidated entities	33,723	29,021
Marketable securities	3,040	2,254
Intercompany notes receivable	2,101,767	1,934,366
Total assets	6,465,659	6,018,845
Current liabilities:
Current portion of long-term debt	45,000	43,000
Short-term debt		6,240
Accounts payable	5,919	6,704
Accrued expenses and other current liabilities	62,217	(259,010)
Intercompany payables	457,964	429,644
Total current liabilities	571,100	226,578
Long-term liabilities:
Long-term debt, net of current portion	3,465,318	3,243,341
Deferred tax liabilities	(22,885)	(25,936)
Other long-term liabilities	21,933	24,407
Intercompany notes payables	241,420	321,221
Total long-term liabilities	3,705,786	3,563,033
Stockholders' equity	2,188,773	2,229,234
Total equity	2,188,773	2,229,234
Total liabilities and equity	6,465,659	6,018,845
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	66,881	85,838	100,123	116,112
Restricted cash	1,580	1,591
Marketable securities	754	770
Accounts receivable, net of allowances	184,607	199,547
Inventories, net	131,371	136,091
Deferred tax assets	22,262	22,813
Receivable from joint venture, net	1,768	2,301
Prepaid expenses and other current assets	(258,950)	138,329
Intercompany receivables	465,526	426,136
Total current assets	615,799	1,013,416
Property, plant and equipment, net	262,137	274,588
Goodwill	1,528,269	1,530,324
Other intangible assets with indefinite lives	7,100	7,100
Finite-lived intangible assets, net	929,095	1,011,852
Deferred financing costs, net, and other non-current assets	5,834	5,532
Investments in subsidiaries	50,884	32,512
Intercompany notes receivable	841,610	(196,820)
Total assets	4,240,728	3,678,504
Current liabilities:
Current portion of long-term debt	239
Current portion of capital lease obligations	1,434	1,550
Accounts payable	55,960	53,978
Accrued expenses and other current liabilities	115,090	455,366
Intercompany payables	127,612	104,257
Total current liabilities	300,335	615,151
Long-term liabilities:
Capital lease obligations, net of current portion	1,472	2,175
Deferred tax liabilities	278,262	303,837
Other long-term liabilities	43,588	47,135
Intercompany notes payables	1,642,960	658,573
Total long-term liabilities	1,966,282	1,011,720
Stockholders' equity	1,974,111	2,051,633
Total equity	1,974,111	2,051,633
Total liabilities and equity	4,240,728	3,678,504
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	222,969	200,884	153,765	183,528
Restricted cash	1,519	7,396
Marketable securities	109	316
Accounts receivable, net of allowances	316,469	276,277
Inventories, net	191,636	189,886
Deferred tax assets	5,333	7,266
Receivable from joint venture, net	1,967	202
Prepaid expenses and other current assets	87,646	78,659
Intercompany receivables	68,885	27,871
Total current assets	896,533	788,757
Property, plant and equipment, net	236,620	214,206
Goodwill	1,425,282	1,295,791
Other intangible assets with indefinite lives	46,069	62,446
Finite-lived intangible assets, net	950,226	745,388
Deferred financing costs, net, and other non-current assets	9,124	4,101
Receivable from joint venture, net of current portion	14,115	15,455
Investments in subsidiaries	3,000	3,005
Investments in unconsolidated entities	56,348	56,117
Deferred tax assets	11,206	10,394
Intercompany notes receivable	10,655
Total assets	3,659,178	3,195,660
Current liabilities:
Current portion of long-term debt	9,583	18,092
Current portion of capital lease obligations	3,916	4,533
Accounts payable	100,971	94,782
Accrued expenses and other current liabilities	219,677	199,217
Intercompany payables	324,028	318,018
Total current liabilities	658,175	634,642
Long-term liabilities:
Long-term debt, net of current portion	23,732	24,110
Capital lease obligations, net of current portion	8,757	10,454
Deferred tax liabilities	180,315	102,730
Other long-term liabilities	115,914	81,856
Intercompany notes payables	1,066,117	754,650
Total long-term liabilities	1,394,835	973,800
Stockholders' equity	1,603,913	1,582,381
Non-controlling interests	2,255	2,340
Total equity	1,606,168	1,584,721
Total liabilities and equity	3,659,178	3,195,660
Eliminations [Member]
Current assets:
Inventories, net	(6,110)	(5,708)
Deferred tax assets	2,003	1,984
Prepaid expenses and other current assets	(16)
Intercompany receivables	(909,605)	(851,921)
Total current assets	(913,728)	(855,645)
Property, plant and equipment, net	(334)	(131)
Goodwill		(4,844)
Deferred financing costs, net, and other non-current assets	(26)
Investments in subsidiaries	(3,569,990)	(3,622,142)
Intercompany notes receivable	(2,954,032)	(1,737,546)
Total assets	(7,438,110)	(6,220,308)
Current liabilities:
Accrued expenses and other current liabilities	(514)
Intercompany payables	(909,604)	(851,919)
Total current liabilities	(910,118)	(851,919)
Long-term liabilities:
Deferred tax liabilities	555	69
Other long-term liabilities	(26)
Intercompany notes payables	(2,950,497)	(1,734,444)
Total long-term liabilities	(2,949,968)	(1,734,375)
Stockholders' equity	(3,578,024)	(3,634,014)
Total equity	(3,578,024)	(3,634,014)
Total liabilities and equity	$ (7,438,110)	$ (6,220,308)

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Equity Investments (Tables)

6 Months Ended

Jun. 30, 2012

Equity Investments [Abstract]

Financial information for the P&G joint venture and TechLab on a combined Condensed Results of Operations

	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
Net revenue	$	58,308	$	61,088		$	110,833	$	116,642
Gross profit	$	35,585	$	36,900		$	70,764	$	72,365
Net income (loss) after taxes	$	7,691	$	(550	)	$	14,684	$	1,284

Financial information for the P&G joint venture and TechLab on a combined Condensed Balance Sheets

	June 30, 2012		December 31, 2011
Current assets	$	81,312	$	84,376
Non-current assets		39,651		37,659
Total assets	$	120,963	$	122,035
Current liabilities	$	47,344	$	49,453
Non-current liabilities		7,091		6,326
Total liabilities	$	54,435	$	55,779

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Restructuring Plans (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Aggregate charges associated with restructuring plans recorded in operating income
Restructuring charges	$ 1,365	$ 10,298	$ 6,784	$ 16,497
Cost of sales [Member]
Aggregate charges associated with restructuring plans recorded in operating income
Restructuring charges	25	880	989	2,230
Research and development [Member]
Aggregate charges associated with restructuring plans recorded in operating income
Restructuring charges	14	416	638	434
Sales and marketing [Member]
Aggregate charges associated with restructuring plans recorded in operating income
Restructuring charges	200	1,862	1,027	2,874
General and administrative [Member]
Aggregate charges associated with restructuring plans recorded in operating income
Restructuring charges	1,126	7,140	4,239	10,959
Operating Income [Member]
Aggregate charges associated with restructuring plans recorded in operating income
Restructuring charges	1,365	10,298	6,893	16,497
Interest expense [Member]
Aggregate charges associated with restructuring plans recorded in operating income
Restructuring charges recorded through net income	50	73	110	122
Equity earnings losses of unconsolidated entities [Member]
Aggregate charges associated with restructuring plans recorded in operating income
Restructuring charges recorded through net income		142		335
Net income [Member]
Aggregate charges associated with restructuring plans recorded in operating income
Restructuring charges	$ 1,415	$ 10,513	$ 7,003	$ 16,954

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Financial Information by Segment (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	$ 697,280	$ 562,380	$ 1,365,501	$ 1,137,175
License and royalty revenue	3,237	4,805	6,145	12,474
Net revenue	700,517	567,185	1,371,646	1,149,649
Cardiology [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	125,597	132,854	264,423	262,709
Infectious Disease [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	137,821	122,494	288,837	262,920
Toxicology [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	159,922	88,833	281,662	174,337
Diabetes [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	36,797		64,958
Other products and service [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	76,736	60,034	152,442	114,034
Disease and case management [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	54,512	61,222	107,894	122,677
Wellness [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	29,567	26,137	56,591	55,942
Women's and children's health [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	31,313	28,466	61,084	57,041
Patient self-testing services [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	23,198	19,747	43,805	42,975
Professional Diagnostics [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net product sales and services revenue	536,873	404,215	1,052,322	814,000
License and royalty revenue	3,237	4,859	6,145	10,886
Net revenue	540,110	409,074	1,058,467	824,886
Health Management [Member]
Summary of company's net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services
Net revenue	$ 138,590	$ 135,572	$ 269,374	$ 278,635

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Derivative Financial Instruments (Details Textual) In Millions, unless otherwise specified	Jun. 30, 2012 USD ($)	Jun. 30, 2012 CHF	Dec. 31, 2011 USD ($)	Dec. 31, 2011 CHF
Derivative Financial Instruments (Textual) [Abstract]
Foreign exchange forward contract notional value	$ 1.9	1.2	$ 16.6	5.4

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Stockholders' Equity and Non-controlling Interests (Details Textual) (USD $)	3 Months Ended			6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Mar. 31, 2011	Jun. 30, 2012	Jun. 30, 2011
Stockholders Equity and Noncontrolling Interests (Textual) [Abstract]
Series B preferred stock dividends, accrued	$ 5,300,000			$ 5,300,000
Common stock repurchased, value					300,000
Preferred stock convertible into common stock, shares	1,000,000		1,100,000	1,000,000
Preferred stock convertible into common stock, value			49,400,000		49,700,000
Preferred stock repurchased during the period average cost per share			$ 269.84		$ 284.28
Series B Preferred Stock [Member]
Stockholders Equity and Noncontrolling Interests (Textual) [Abstract]
Series B preferred stock dividends	5,300,000	5,500,000		10,600,000	11,300,000
Income from repurchase of preferred shares			13,700,000		10,200,000
Shares authorized to repurchase		174,788	183,000		174,788
Common Stock [Member]
Stockholders Equity and Noncontrolling Interests (Textual) [Abstract]
Common stock repurchased, value					926,000
Common stock repurchased					8,300
Rider Preferred Stock [Member]
Stockholders Equity and Noncontrolling Interests (Textual) [Abstract]
Common stock repurchased, value			$ 600,000
Common stock repurchased			16,700

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Inventories

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories

(3) Inventories

Inventories are stated at the lower of cost (first in, first out) or market and are comprised of the following (in thousands):

	June 30, 2012		December 31, 2011
Raw materials	$	99,034	$	92,844
Work-in-process		77,945		72,939
Finished goods		139,918		154,486
	$	316,897	$	320,269

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012		Dec. 31, 2011
Liabilities:
Contingent consideration obligations	$ 173,527		$ 140,047
Fair Value, Measurements, Recurring [Member]
Assets:
Marketable securities	3,903		3,340
Total assets	3,903		3,340
Liabilities:
Foreign exchange forward contract	10		447	[1]
Contingent consideration obligations	173,527	[2]	140,047	[2]
Total liabilities	173,537		140,494
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Marketable securities	3,903		3,340
Total assets	3,903		3,340
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Foreign exchange forward contract	10		447	[1]
Total liabilities	10		447
Fair Value, Measurements, Recurring [Member] | Unobservable Inputs (Level 3) [Member]
Liabilities:
Contingent consideration obligations	173,527	[2]	140,047	[2]
Total liabilities	$ 173,527		$ 140,047

[1] The fair value of foreign exchange forward contract was measured using readily observable market inputs, such as quotations on forward foreign exchange points and foreign interest rates.

[2] The fair value measurements for our contingent consideration obligations related to the acquisitions completed after January 1, 2009 are valued using Level 3 inputs. We determine the fair value of the contingent consideration obligations based on a probability-weighted approach derived from earn-out criteria estimates and a probability assessment with respect to the likelihood of achieving the various earn-out criteria. The measurement is based upon significant inputs not observable in the market. Changes in the fair value of these contingent consideration obligations are recorded as income or expense, within operating income in our consolidated statements of operations.

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Net Income (Loss) per Common Share (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Numerator:
Net loss	$ (12,879)	$ (9,442)	$ (11,850)	$ (9,165)
Preferred stock dividends	(5,279)	(5,515)	(10,588)	(11,324)
Preferred stock repurchase		10,248		23,936
Less: Net income (loss) attributable to non-controlling interests	36	(40)	(149)	22
Net income (loss) available to common stockholders	$ (18,194)	$ (4,669)	$ (22,289)	$ 3,425
Denominator:
Weighted-average common shares outstanding - basic	80,375	85,703	80,307	85,536
Effect of dilutive securities:
Stock options				1,253
Warrants				131
Potentially issuable shares of common stock associated with contingent consideration arrangements				112
Weighted-average common shares outstanding - diluted	80,375	85,703	80,307	87,032
Basic net income (loss) per common share attributable to Alere Inc. and Subsidiaries	$ (0.23)	$ (0.05)	$ (0.28)	$ 0.04
Diluted net income (loss) per common share attributable to Alere Inc. and Subsidiaries	$ (0.23)	$ (0.05)	$ (0.28)	$ 0.04

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Stockholders Equity and Noncontrolling Interests (Tables)

6 Months Ended

Jun. 30, 2012

Stockholders' Equity and Non-controlling Interests [Abstract]

Summary of changes in stockholders equity and non controlling interests comprising total equity

	Six Months Ended June 30,
	2012									2011
	Total Stockholders’ Equity			Non- controlling Interest			Total Equity			Total Stockholders’ Equity			Non- controlling Interest			Total Equity
Equity, beginning of period	$	2,229,234		$	2,340		$	2,231,574		$	2,575,038		$	2,688		$	2,577,726
Issuance of common stock and warrants in connection with acquisitions		—			—			—			1,000			—			1,000
Exercise of common stock options, warrants and shares issued under employee stock purchase plan		8,697			—			8,697			17,829			—			17,829
Repurchase of common stock		—			—			—			(926	)		—			(926	)
Repurchase of preferred stock		—			—			—			(99,068	)		—			(99,068	)
Preferred stock dividends		(10,646	)		—			(10,646	)		(68	)		—			(68	)
Stock-based compensation related to grants of common stock options		8,242			—			8,242			11,989			—			11,989
Excess tax benefits on exercised stock options		(261	)		—			(261	)		1,704			—			1,704
Purchase of subsidiary shares from non-controlling interests		(35,079	)		—			(35,079	)		—			—			—
Non-controlling interest from acquisitions		—			—			—			—			2,500			2,500
Dividend relating to non-controlling interest		—			—			—			—			(270	)		(270	)
Net income (loss)		(11,701	)		(85	)		(11,786	)		(9,187	)		22			(9,165	)
Total other comprehensive income		287			—			287			45,758			—			45,758
Equity, end of period	$	2,188,773		$	2,255		$	2,191,028		$	2,544,069		$	4,940		$	2,549,009

Summary of changes in redeemable non-controlling interest

	Six Months Ended June 30, 2012
Redeemable non-controlling interest, beginning of period	$	2,497
Purchase of subsidiary shares from non-controlling interest		(2,433	)
Net loss		(64	)
Redeemable non-controlling interest, end of period	$	—

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Net Income (Loss) per Common Share (Tables)

6 Months Ended

Jun. 30, 2012

Net Income (Loss) per Common Share [Abstract]

Computation of basic and diluted net (loss) per common share

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Numerator:
Net loss	$	(12,879	)	$	(9,442	)	$	(11,850	)	$	(9,165	)
Preferred stock dividends		(5,279	)		(5,515	)		(10,588	)		(11,324	)
Preferred stock repurchase		—			10,248			—			23,936
Less: Net income (loss) attributable to non-controlling interest		36			(40	)		(149	)		22
Net income (loss) available to common stockholders	$	(18,194	)	$	(4,669	)	$	(22,289	)	$	3,425
Denominator:
Weighted-average common shares outstanding — basic		80,375			85,703			80,307			85,536
Effect of dilutive securities:
Stock options		—			—			—			1,253
Warrants		—			—			—			131
Potentially issuable shares of common stock associated with contingent consideration arrangements		—			—			—			112
Weighted-average common shares outstanding — diluted		80,375			85,703			80,307			87,032
Basic net income (loss) per common share attributable to Alere Inc. and Subsidiaries	$	(0.23	)	$	(0.05	)	$	(0.28	)	$	0.04
Diluted net income (loss) per common share attributable to Alere Inc. and Subsidiaries	$	(0.23	)	$	(0.05	)	$	(0.28	)	$	0.04

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Long-term Debt (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Long-term debt balances outstanding
Carrying amount	$ 3,543,872	$ 3,328,543
Less: Current portion	54,822	61,092
Total Long-term debt, after discount	3,489,050	3,267,451
Term loan A [Member]
Long-term debt balances outstanding
Carrying amount	901,563	917,188
Term loans B [Member]
Long-term debt balances outstanding
Carrying amount	918,063	922,688
Incremental B-1 term loans [Member]
Long-term debt balances outstanding
Carrying amount	248,750	250,000
Incremental B-2 term loans [Member]
Long-term debt balances outstanding
Carrying amount	197,587
Secured credit facility revolving line-of-credit [Member]
Long-term debt balances outstanding
Carrying amount	47,500
3% Senior subordinated convertible notes [Member]
Long-term debt balances outstanding
Carrying amount	150,000	150,000
9% Senior subordinated notes [Member]
Long-term debt balances outstanding
Carrying amount	392,063	391,233
7.875% Senior Notes [Member]
Long-term debt balances outstanding
Carrying amount	246,081	245,621
8.625% Senior subordinated notes [Member]
Long-term debt balances outstanding
Carrying amount	400,000	400,000
Other lines-of-credit [Member]
Long-term debt balances outstanding
Carrying amount	12,416	19,603
Other [Member]
Long-term debt balances outstanding
Carrying amount	$ 29,849	$ 32,210

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Net Income (Loss) per Common Share (Details Textual) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net Loss Income Per Common Share (Textual) [Abstract]
Anti-dilutive shares excluded from the computations of diluted net income per common share	13.8	15.7	13.9	14.5

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Business Combinations (Tables)

6 Months Ended

Jun. 30, 2012

Business Combinations [Abstract]

Preliminary fair values of the net assets acquired for the acquisitions

	eScreen		Other		Total
Current assets (1)	$	32,858	$	2,177	$	35,035
Property, plant and equipment		5,664		1,552		7,216
Goodwill		165,832		10,228		176,060
Intangible assets		221,000		26,875		247,875
Other non-current assets		480		—		480
Total assets acquired		425,834		40,832		466,666
Current liabilities		22,658		1,721		24,379
Non-current liabilities		86,558		6,330		92,888
Total liabilities assumed		109,216		8,051		117,267
Net assets acquired		316,618		32,781		349,399
Less:
Contingent consideration		44,500		1,000		45,500
Cash paid	$	272,118	$	31,781	$	303,899

Current assets (1)	$	134,120
Property, plant and equipment		68,474
Goodwill		363,039
Intangible assets		416,624
Other non-current assets		27,679
Total assets acquired		1,009,936
Current liabilities		90,209
Non-current liabilities		129,810
Total liabilities assumed		220,019
Less:
Fair value of non-controlling interest		2,500
Net assets acquired		787,417
Less:
Fair value of previously-held equity investment		113,168
Contingent consideration		48,685
Fair value of common stock issued		16,183
Loan forgiveness		1,489
Deferred purchase price consideration		4,170
Cash paid	$	603,722

Intangible assets acquired and their respective fair values and weighted average useful lives

	eScreen		Other		Total		Weighted- average Useful Life
Core technology and patents	$	93,200	$	8,403	$	101,603		22.3 years
Trademarks and trade names		17,300		530		17,830		19.5 years
Customer relationships		95,500		17,942		113,442		20.4 years
Other		15,000		—		15,000		10.0 years
Total intangible assets	$	221,000	$	26,875	$	247,875

	Amount		Weighted- Average Useful Life
Core technology and patents	$	76,659		10.1 years
Database		64		3.0 years
Trademarks and trade names		14,197		10.1 years
Customer relationships		243,725		12.3 years
Non-compete agreements		8,306		5.3 years
Software		7,400		10.9 years
Other		7,767		15.6 years
In-process research and development		58,506		N/A
Total intangible assets	$	416,624

Liabilities established for exit activities related to the acquisitions

	Balance at December 31, 2011		Adjustments to the Reserve (1)			Amounts Paid			Balance at June 30, 2012		Exit Costs Since Inception
Acquisition of Matria Healthcare, Inc.:
Severance-related costs	$	68	$	—		$	—		$	68	$	13,664
Facility costs		395		(111	)		(71	)		213		4,674
Total costs for Matria Healthcare, Inc.		463		(111	)		(71	)		281		18,338
Acquisition of Cholestech Corporation:
Severance-related costs		—		—			—			—		5,845
Facility costs		1,304		—			(112	)		1,192		2,732
Total costs for Cholestech Corporation		1,304		—			(112	)		1,192		8,577
Total costs for all plans	$	1,767	$	(111	)	$	(183	)	$	1,473	$	26,915

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Restructuring Plans (Tables)

6 Months Ended

Jun. 30, 2012

Restructuring Plans [Abstract]

Aggregate charges associated with restructuring plans recorded in operating income

	Three Months Ended June 30,				Six Months Ended June 30,
Statement of Operations Caption	2012		2011		2012		2011
Cost of net revenue	$	25	$	880	$	989	$	2,230
Research and development		14		416		638		434
Sales and marketing		200		1,862		1,027		2,874
General and administrative		1,126		7,140		4,239		10,959
Total operating expenses		1,365		10,298		6,893		16,497
Interest expense, including amortization of original issue discounts and deferred financing costs		50		73		110		122
Equity earnings of unconsolidated entities, net of tax		—		142		—		335
Total charges	$	1,415	$	10,513	$	7,003	$	16,954

Restructuring activities related to restructuring plans

	Three Months Ended June 30, 2012
	Professional Diagnostics		Health Management			Total
Severance-related costs	$	345	$	422		$	767
Facility and transition costs		—		125			125
Cash charges		345		547			892
Other non-cash charges		—		(5	)		(5	)
Total charges	$	345	$	542		$	887

	Six Months Ended June 30, 2012
	Professional Diagnostics		Health Management		Total
Severance-related costs	$	2,318	$	1,219	$	3,537
Facility and transition costs		—		125		125
Cash charges		2,318		1,344		3,662
Other non-cash charges		—		—		—
Total charges	$	2,318	$	1,344	$	3,662

	Three Months Ended June 30,				Six Months Ended June 30,				Since
	2012		2011		2012		2011		Inception
Severance-related costs	$	310	$	2,564	$	2,275	$	3,601	$	14,322
Facility and transition costs		85		—		734		—		1,095
Cash charges		395		2,564		3,009		3,601		15,417
Fixed asset and inventory impairments		—		92		134		616		793
Total charges	$	395	$	2,656	$	3,143	$	4,217	$	16,210

Health Management

	Three Months Ended June 30,					Six Months Ended June 30,					Since
	2012			2011		2012			2011		Inception
Severance-related costs	$	—		$	945	$	—		$	2,192	$	2,254
Facility and transition costs		(3	)		3,807		(89	)		3,807		6,252
Other exit costs		19			—		44			—		138
Cash charges		16			4,752		(45	)		5,999		8,644
Fixed asset and inventory impairments		85			804		85			804		949
Intangible asset impairments		—			—		—			2,935		2,935
Other non-cash charges		—			812		—			812		761
Total charges	$	101		$	6,368	$	40		$	10,550	$	13,289

	Three Months Ended June 30,				Six Months Ended June 30,				Since
	2012		2011		2012		2011		Inception
Severance-related costs	$	9	$	1,048	$	26	$	1,048	$	1,219
Cash charges		9		1,048		26		1,048		1,219
Fixed asset and inventory impairments		—		2		—		2		3
Total charges	$	9	$	1,050	$	26	$	1,050	$	1,222

	Three Months Ended June 30,				Six Months Ended June 30,				Since
	2012		2011		2012		2011		Inception
Severance-related costs	$	—	$	43	$	—	$	78	$	8,897
Facility and transition costs		76		181		150		563		8,462
Other exit costs		17		37		36		46		4,454
Cash charges		93		261		186		687		21,813
Fixed asset and inventory impairments		—		—		—		—		10,309
Total charges	$	93	$	261	$	186	$	687	$	32,122

Health Management

	Three Months Ended June 30,					Six Months Ended June 30,					Since
	2012			2011		2012			2011		Inception
Severance-related costs	$	—		$	—	$	—		$	—	$	4,647
Facility and transition costs		(84	)		—		(84	)		39		2,392
Other exit costs		14			36		30			76		318
Cash charges		(70	)		36		(54	)		115		7,357
Fixed asset and inventory impairments		—			—		—			—		165
Total charges	$	(70	)	$	36	$	(54	)	$	115	$	7,522

	Three Months Ended June 30, 2011		Six Months Ended June 30, 2011		Since Inception
Severance-related costs	$	19	$	30	$	5,797
Facility and transition costs		123		233		5,396
Other exit costs		—		—		283
Cash charges		142		263		11,476
Fixed asset and inventory impairments		—		72		4,635
Total charges included in equity earnings of unconsolidated entities, net of tax	$	142	$	335	$	16,111

Cash activity for restructuring reserves

	Severance- related Costs			Facility and Transition Costs			Other Exit Costs			Total
Balance, December 31, 2011	$	3,380		$	5,215		$	593		$	9,188
Cash charges		5,838			836			110			6,784
Payments		(6,827	)		(3,030	)		(122	)		(9,979	)
Currency adjustments		(248	)		(3	)		—			(251	)
Balance, June 30, 2012	$	2,143		$	3,018		$	581		$	5,742

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Cash and Cash Equivalents

6 Months Ended

Jun. 30, 2012

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents

(2) Cash and Cash Equivalents

We consider all highly-liquid cash investments with original maturities of three months or less at the date of acquisition to be cash equivalents. At June 30, 2012, our cash equivalents consisted of money market funds.

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Long-term Debt (Tables)

6 Months Ended

Jun. 30, 2012

Long-term Debt [Abstract]

Long-term debt balances outstanding

	June 30, 2012			December 31, 2011
A term loans (1)	$	901,563		$	917,188
B term loans		918,063			922,688
Incremental B-1 term loans		248,750			250,000
Incremental B-2 term loans		197,587			—
Secured credit facility revolving line-of-credit		47,500			—
3% Senior subordinated convertible notes		150,000			150,000
9% Senior subordinated notes		392,063			391,233
7.875% Senior notes		246,081			245,621
8.625% Senior subordinated notes		400,000			400,000
Other lines-of-credit		12,416			19,603
Other		29,849			32,210
		3,543,872			3,328,543
Less: Current portion		(54,822	)		(61,092	)
	$	3,489,050		$	3,267,451

Long term debt interest expense

	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
Secured credit facility(1)	$	27,097	$	220		$	49,948	$	220
Former secured credit facility(2)		—		42,203	(3)		—		54,257	(3)
3% Senior subordinated convertible notes		1,246		1,250			2,492		2,496
9% Senior subordinated notes		10,363		9,738			20,717		19,468
7.875% Senior notes		5,755		5,369			11,513		10,734
8.625% Senior subordinated notes		9,275		8,919			18,549		17,827
	$	53,736	$	67,699		$	103,219	$	105,002

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Cash and Cash Equivalents (Details)	6 Months Ended
	Jun. 30, 2012
Cash and Cash Equivalents (Textual) [Abstract]
Cash investment maturity period	three months or less

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Restructuring Plans (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended			12 Months Ended	3 Months Ended		6 Months Ended					3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended				6 Months Ended		18 Months Ended	3 Months Ended		6 Months Ended		18 Months Ended	3 Months Ended		6 Months Ended		18 Months Ended	3 Months Ended		6 Months Ended		18 Months Ended	3 Months Ended	6 Months Ended	18 Months Ended	3 Months Ended		6 Months Ended		18 Months Ended	3 Months Ended	6 Months Ended	18 Months Ended	3 Months Ended	6 Months Ended		18 Months Ended	3 Months Ended		6 Months Ended		18 Months Ended	3 Months Ended	6 Months Ended	18 Months Ended	3 Months Ended	6 Months Ended	18 Months Ended	3 Months Ended		6 Months Ended		18 Months Ended	6 Months Ended	18 Months Ended	3 Months Ended		6 Months Ended		18 Months Ended	3 Months Ended		6 Months Ended		18 Months Ended	3 Months Ended		6 Months Ended		18 Months Ended	3 Months Ended		18 Months Ended	6 Months Ended	3 Months Ended		6 Months Ended		54 Months Ended	3 Months Ended		6 Months Ended		54 Months Ended	3 Months Ended	54 Months Ended	3 Months Ended	6 Months Ended	54 Months Ended	3 Months Ended	6 Months Ended	54 Months Ended			3 Months Ended		6 Months Ended		54 Months Ended	3 Months Ended		6 Months Ended		54 Months Ended	6 Months Ended	54 Months Ended			3 Months Ended	6 Months Ended	54 Months Ended	3 Months Ended		6 Months Ended		54 Months Ended	3 Months Ended	6 Months Ended		54 Months Ended	3 Months Ended	6 Months Ended	54 Months Ended	3 Months Ended		6 Months Ended		54 Months Ended	3 Months Ended		6 Months Ended		54 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 Swiss Precision Diagnostics [Member]	Dec. 31, 2011 Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Corporate and Other [Member]	Jun. 30, 2011 Corporate and Other [Member]	Jun. 30, 2012 Corporate and Other [Member]	Jun. 30, 2011 Corporate and Other [Member]	Jun. 30, 2012 Severance related cost [Member]	Jun. 30, 2012 Other exit costs [Member]	Jun. 30, 2012 Facility and transition costs [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Severance related cost [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Severance related cost [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Severance related cost [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Severance related cost [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Severance related cost [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Severance related cost [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Facility and transition costs [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Facility and transition costs [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Cash Charges [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Cash Charges [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Cash Charges [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Cash Charges [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Other Noncash Charges [Member]	Jun. 30, 2012 Restructuring Plan 2012 [Member] Other Noncash Charges [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Corporate and Other [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Corporate and Other [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Severance related cost [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Severance related cost [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Severance related cost [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Severance related cost [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Severance related cost [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Severance related cost [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Severance related cost [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Severance related cost [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Severance related cost [Member] Corporate and Other [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Severance related cost [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Severance related cost [Member] Corporate and Other [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Severance related cost [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Severance related cost [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Other exit costs [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Other exit costs [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Other exit costs [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Corporate and Other [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Fixed asset and inventory impairment [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Facility and transition costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Facility and transition costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Facility and transition costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Intangible assets impairment [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Intangible assets impairment [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Cash Charges [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Cash Charges [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Cash Charges [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Cash Charges [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Cash Charges [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Cash Charges [Member] Corporate and Other [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Cash Charges [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Cash Charges [Member] Corporate and Other [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Cash Charges [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Cash Charges [Member] Corporate and Other [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Other Noncash Charges [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2011 [Member] Other Noncash Charges [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2011 [Member] Other Noncash Charges [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Professional diagnostics business segment [Member]	Mar. 31, 2011 Restructuring Plan 2010 and 2008 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Health management business segment [Member]	Mar. 31, 2011 Restructuring Plan 2010 and 2008 [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Equity earnings [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Equity earnings [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Severance related cost [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Severance related cost [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Severance related cost [Member] Swiss Precision Diagnostics [Member]	Mar. 31, 2011 Restructuring Plan 2010 and 2008 [Member] Severance related cost [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Severance related cost [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Severance related cost [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Severance related cost [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Professional diagnostics business segment [Member]	Mar. 31, 2011 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Health management business segment [Member]	Mar. 31, 2011 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Other exit costs [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Fixed asset and inventory impairment [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Fixed asset and inventory impairment [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Fixed asset and inventory impairment [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Fixed asset and inventory impairment [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Professional diagnostics business segment [Member]	Mar. 31, 2011 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Facility and transition costs [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Mar. 31, 2011 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Professional diagnostics business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Health management business segment [Member]	Mar. 31, 2011 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Health management business segment [Member]	Jun. 30, 2011 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Health management business segment [Member]	Jun. 30, 2012 Restructuring Plan 2010 and 2008 [Member] Cash Charges [Member] Health management business segment [Member]
Restructuring activities related to restructuring plans
Restructuring charges	$ 1,365	$ 10,298	$ 6,784	$ 16,497	$ 1,600	$ 1,500	$ 9	$ 1,050	$ 26	$ 1,050	$ 5,838	$ 110	$ 836	$ 887	$ 3,662	$ 345	$ 2,318	$ 542	$ 1,344	$ 767	$ 3,537	$ 345	$ 2,318	$ 422	$ 1,219	$ 125	$ 125	$ 125	$ 125	$ 892	$ 3,662	$ 345	$ 2,318	$ 547	$ 1,344	$ (5)	$ (5)	$ 395	$ 2,656	$ 3,143	$ 4,217	$ 16,210	$ 101	$ 6,368	$ 40	$ 10,550	$ 13,289	$ 9	$ 1,050	$ 26	$ 1,050	$ 1,222	$ 310	$ 2,564	$ 2,275	$ 3,601	$ 14,322	$ 945	$ 2,192	$ 2,254	$ 9	$ 1,048	$ 26	$ 1,048	$ 1,219	$ 19	$ 44	$ 138	$ 92	$ 134	$ 616	$ 793	$ 85	$ 804	$ 85	$ 804	$ 949	$ 2	$ 2	$ 3	$ 85	$ 734	$ 1,095	$ (3)	$ 3,807	$ (89)	$ 3,807	$ 6,252	$ 2,935	$ 2,935	$ 395	$ 2,564	$ 3,009	$ 3,601	$ 15,417	$ 16	$ 4,752	$ (45)	$ 5,999	$ 8,644	$ 9	$ 1,048	$ 26	$ 1,048	$ 1,219	$ 812	$ 812	$ 761	$ 335	$ 93	$ 261	$ 186	$ 687	$ 32,122	$ (70)	$ 36	$ (54)	$ 115	$ 7,522	$ 142	$ 16,111	$ 19	$ 30	$ 5,797	$ 43	$ 78	$ 8,897	$ 4,647	$ 283	$ 17	$ 37	$ 36	$ 46	$ 4,454	$ 14	$ 36	$ 30	$ 76	$ 318	$ 72	$ 4,635	$ 10,309	$ 165	$ 123	$ 233	$ 5,396	$ 76	$ 181	$ 150	$ 563	$ 8,462	$ (84)	$ (84)	$ 39	$ 2,392	$ 142	$ 263	$ 11,476	$ 93	$ 261	$ 186	$ 687	$ 21,813	$ (70)	$ 36	$ (54)	$ 115	$ 7,357

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Equity Investments (Details Textual) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended			3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012 Swiss Precision Diagnostics [Member]	Jun. 30, 2011 Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Swiss Precision Diagnostics [Member]	Jun. 30, 2011 Swiss Precision Diagnostics [Member]	May 31, 2007 Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Techlab [Member]	Jun. 30, 2011 Techlab [Member]	Jun. 30, 2012 Techlab [Member]	Jun. 30, 2011 Techlab [Member]	May 31, 2006 Techlab [Member]
Equity Investments (Textual) [Abstract]
Equity earnings (losses) of unconsolidated entities, net of tax	$ 3,998	$ (207)	$ 7,410	$ 804	$ 3,300	$ 900	$ 6,100	$ 500		$ 500	$ 600	$ 1,200	$ 1,200
Ownership percentage									50.00%					49.00%

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Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Consolidated Statements of Operations [Abstract]
Net product sales	$ 463,425	$ 398,805	$ 939,212	$ 806,048
Services revenue	233,855	163,575	426,289	331,127
Net product sales and services revenue	697,280	562,380	1,365,501	1,137,175
License and royalty revenue	3,237	4,805	6,145	12,474
Net revenue	700,517	567,185	1,371,646	1,149,649
Cost of net product sales	222,498	190,333	448,052	380,020
Cost of services revenue	120,559	82,495	211,419	167,211
Cost of net product sales and services revenue	343,057	272,828	659,471	547,231
Cost of license and royalty revenue	1,852	1,629	3,496	3,483
Cost of net revenue	344,909	274,457	662,967	550,714
Gross profit	355,608	292,728	708,679	598,935
Operating expenses:
Research and development	40,447	41,348	79,447	77,890
Sales and marketing	159,322	140,388	317,900	273,597
General and administrative	121,485	94,838	241,920	200,389
Total operating expenses	321,254	276,574	639,267	551,876
Operating income	34,354	16,154	69,412	47,059
Interest expense, including amortization of original issue discounts and deferred financing costs	(55,531)	(68,562)	(106,258)	(106,867)
Other income (expense), net	3,811	437	15,642	2,773
Loss before benefit for income taxes	(17,366)	(51,971)	(21,204)	(57,035)
Benefit for income taxes	(489)	(42,736)	(1,944)	(47,066)
Loss before equity earnings (losses) of unconsolidated entities, net of tax	(16,877)	(9,235)	(19,260)	(9,969)
Equity earnings (losses) of unconsolidated entities, net of tax	3,998	(207)	7,410	804
Net loss	(12,879)	(9,442)	(11,850)	(9,165)
Less: Net income (loss) attributable to non-controlling interests	36	(40)	(149)	22
Net loss attributable to Alere Inc. and Subsidiaries	(12,915)	(9,402)	(11,701)	(9,187)
Preferred stock dividends	(5,279)	(5,515)	(10,588)	(11,324)
Preferred stock repurchase		10,248		23,936
Net income (loss) available to common stockholders	$ (18,194)	$ (4,669)	$ (22,289)	$ 3,425
Basic net income (loss) per common share	$ (0.23)	$ (0.05)	$ (0.28)	$ 0.04
Diluted net income (loss) per common share	$ (0.23)	$ (0.05)	$ (0.28)	$ 0.04
Weighted-average shares-basic	80,375	85,703	80,307	85,536
Weighted-average shares-diluted	80,375	85,703	80,307	87,032

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Stockholders' Equity and Non-controlling Interests (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Changes in stockholders' equity and non-controlling interests comprising total equity
Equity, beginning of period			$ 2,231,574	$ 2,577,726
Issuance of common stock and warrants in connection with acquisitions				1,000
Exercise of common stock options, warrants and shares issued under employee stock purchase plan			8,697	17,829
Repurchase of common stock and preferred stock				(300)
Preferred stock dividends			(10,646)	(68)
Stock-based compensation related to grants of common stock options			8,242	11,989
Excess tax benefits on exercised stock option			(261)	1,704
Purchase of subsidiary shares from non-controlling interests			(35,079)
Non-controlling interest from acquisitions			(2,433)	2,500
Dividend relating to non-controlling interest				(270)
Net income (loss)	(12,879)	(9,442)	(11,850)	(9,165)
Total other comprehensive income	(37,066)	23,498	287	45,758
Equity, end of period	2,191,028	2,549,009	2,191,028	2,549,009
Common Stock [Member]
Changes in stockholders' equity and non-controlling interests comprising total equity
Repurchase of common stock and preferred stock				(926)
Preferred Stock [Member]
Changes in stockholders' equity and non-controlling interests comprising total equity
Repurchase of common stock and preferred stock				(99,068)
Parent [Member]
Changes in stockholders' equity and non-controlling interests comprising total equity
Equity, beginning of period			2,229,234	2,575,038
Issuance of common stock and warrants in connection with acquisitions				1,000
Exercise of common stock options, warrants and shares issued under employee stock purchase plan			8,697	17,829
Preferred stock dividends			(10,646)	(68)
Stock-based compensation related to grants of common stock options			8,242	11,989
Excess tax benefits on exercised stock option			(261)	1,704
Purchase of subsidiary shares from non-controlling interests			(35,079)
Net income (loss)			(11,701)	(9,187)
Total other comprehensive income			287	45,758
Equity, end of period	2,188,773	2,544,069	2,188,773	2,544,069
Parent [Member] | Common Stock [Member]
Changes in stockholders' equity and non-controlling interests comprising total equity
Repurchase of common stock and preferred stock				(926)
Parent [Member] | Preferred Stock [Member]
Changes in stockholders' equity and non-controlling interests comprising total equity
Repurchase of common stock and preferred stock				(99,068)
Non-controlling Interest [Member]
Changes in stockholders' equity and non-controlling interests comprising total equity
Equity, beginning of period			2,340	2,688
Non-controlling interest from acquisitions				2,500
Dividend relating to non-controlling interest				(270)
Net income (loss)			(85)	22
Equity, end of period	$ 2,255	$ 4,940	$ 2,255	$ 4,940

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash Flows from Operating Activities:
Net loss	$ (11,850)	$ (9,165)
Adjustments to reconcile net loss to net cash provided by operating activities:
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs	10,731	27,590
Depreciation and amortization	211,622	196,116
Non-cash charges for sale of inventories revalued at the date of acquisition	4,681
Non-cash stock-based compensation expense	8,242	11,989
Impairment of inventory	5	466
Impairment of long-lived assets	219	957
Impairment of intangible assets		2,935
(Gain) loss on sale of property, plant and equipment	(5,872)	1,270
Gain on sales of marketable securities		(331)
Equity earnings of unconsolidated entities, net of tax	(7,410)	(804)
Deferred income taxes	(27,400)	(63,343)
Other non-cash items	(883)	(4,503)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net	(5,431)	(3,641)
Inventories, net	(4,412)	(7,299)
Prepaid expenses and other current assets	16,866	(36,052)
Accounts payable	(14,247)	13,524
Accrued expenses and other current liabilities	(366)	17,721
Other non-current liabilities	(8,265)	11,071
Net cash provided by operating activities	166,230	158,501
Cash Flows from Investing Activities:
Decrease in restricted cash	5,888	34
Purchases of property, plant and equipment	(69,461)	(67,630)
Proceeds from sale of property, plant and equipment	21,677	835
Proceeds from disposition of business		11,490
Cash paid for acquisitions, net of cash acquired	(310,240)	(107,360)
Cash received from sales of marketable securities	226	7,919
Cash received from equity method investments	6,556	490
Increase in other assets	(7,714)	(32,101)
Net cash used in investing activities	(353,068)	(186,323)
Cash Flows from Financing Activities:
Cash paid for financing costs	(2,013)	(64,699)
Cash paid for contingent purchase price consideration	(6,500)	(24,707)
Proceeds from issuance of common stock, net of issuance costs	8,697	17,829
Repurchase of preferred stock		(99,068)
Proceeds from issuance of long-term debt	199,234	1,552,124
Payments on long-term debt	(29,884)	(1,193,315)
Net proceeds under revolving credit facilities	42,487	3,335
Payments on short-term debt	(6,240)
Repurchase of common stock		(926)
Cash paid for dividends	(10,646)	(68)
Excess tax benefits on exercised stock options	210	1,704
Principal payments on capital lease obligations	(3,319)	(1,294)
Other	(2,577)	(10,349)
Net cash provided by financing activities	189,449	180,566
Foreign exchange effect on cash and cash equivalents	1,955	2,612
Net increase in cash and cash equivalents	4,566	155,356
Cash and cash equivalents, beginning of period	299,173	401,306
Cash and cash equivalents, end of period	$ 303,739	$ 556,662

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Derivative Financial Instruments (Details) (Foreign currency forward contract [Member], Accrued expenses and other current liabilities [Member], USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Foreign currency forward contract [Member] | Accrued expenses and other current liabilities [Member]
Summary of fair value of derivative instruments and the effect of derivative instruments in consolidated balance sheets
Fair value of derivative instruments	$ 10	$ 447

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Defined Benefit Pension Plan (Tables)

6 Months Ended

Jun. 30, 2012

Defined Benefit Pension Plan [Abstract]

Net periodic benefit cost

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Service cost	$	—		$	—		$	—		$	—
Interest cost		199			205			397			407
Expected return on plan assets		(153	)		(157	)		(305	)		(312	)
Amortization of prior service costs		104			108			208			214
Realized losses		—			—			—			—
Net periodic benefit cost	$	150		$	156		$	300		$	309

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Defined Benefit Pension Plan (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Net Periodic Benefit Costs
Service cost
Interest cost	199	205	397	407
Expected return on plan assets	(153)	(157)	(305)	(312)
Amortization of prior service cost	104	108	208	214
Realized losses
Net periodic benefit cost	$ 150	$ 156	$ 300	$ 309

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Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2012

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

(16) Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies that we adopt as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position, results of operations, comprehensive income or cash flows upon adoption.

Recently Adopted Standards

Effective January 1, 2012, we adopted Accounting Standards Update, or ASU, No. 2011-08, Intangibles — Goodwill and Other (Topic 350): Testing for Goodwill Impairment, or ASU 2011-08. ASU 2011-08 allows an entity the option to first assess qualitative factors to determine whether it is necessary to perform the current two-step impairment test. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative two-step impairment test is required; otherwise, no further testing is required. This update does not change the current guidance for testing other indefinite-lived intangible assets for impairment. The adoption of this standard did not have an impact on our financial position, results of operations, comprehensive income or cash flows.

Effective January 1, 2012, we adopted ASU No. 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, or ASU 2011-05. ASU 2011-05 (1) eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity; (2) requires the consecutive presentation of the statement of net income and other comprehensive income; and (3) requires an entity to present reclassification adjustments on the face of the financial statements from other comprehensive income to net income. This update does not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income nor do the amendments affect how earnings per share is calculated or presented. Effective January 1, 2012, the FASB issued ASU No. 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, or ASU 2011-12. As these accounting standards only require enhanced disclosure, the adoption of these standards did not impact our financial position, results of operations, comprehensive income or cash flows.

Effective January 1, 2012, we adopted ASU No. 2011-04, Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS, or ASU 2011-04. ASU 2011-04 provides common requirements for measuring fair value and disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards.

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Financial Information by Segment (Tables)

6 Months Ended

Jun. 30, 2012

Financial Information by Segment [Abstract]

Performance of our operating segments based on revenue and operating income (loss)

	Professional Diagnostics		Health Management			Consumer Diagnostics		Corporate and Other			Total
Three Months Ended June 30, 2012:
Net revenue	$	540,110	$	138,590		$	21,817	$	—		$	700,517
Operating income (loss)	$	63,251	$	(12,666	)	$	2,699	$	(18,930	)	$	34,354
Depreciation and amortization	$	83,413	$	24,065		$	1,178	$	244		$	108,900
Restructuring charge	$	817	$	539		$	—	$	9		$	1,365
Stock-based compensation	$	—	$	—		$	—	$	4,368		$	4,368
Three Months Ended June 30, 2011:
Net revenue	$	409,074	$	135,572		$	22,539	$	—		$	567,185
Operating income (loss)	$	49,304	$	(15,154	)	$	1,902	$	(19,898	)	$	16,154
Depreciation and amortization	$	72,343	$	27,329		$	1,320	$	149		$	101,141
Restructuring charge	$	2,880	$	6,368		$	—	$	1,050		$	10,298
Stock-based compensation	$	—	$	—		$	—	$	6,181		$	6,181
Six Months Ended June 30, 2012:
Net revenue	$	1,058,467	$	269,374		$	43,805	$	—		$	1,371,646
Operating income (loss)	$	133,430	$	(32,022	)	$	3,064	$	(35,060	)	$	69,412
Depreciation and amortization	$	160,881	$	47,839		$	2,437	$	465		$	211,622
Non-cash charge associated with acquired inventory	$	4,681	$	—		$	—	$	—		$	4,681
Restructuring charge	$	5,611	$	1,256		$	—	$	26		$	6,893
Stock-based compensation	$	—	$	—		$	—	$	8,242		$	8,242
Six Months Ended June 30, 2011:
Net revenue	$	824,886	$	278,635		$	46,128	$	—		$	1,149,649
Operating income (loss)	$	109,566	$	(27,087	)	$	5,263	$	(40,683	)	$	47,059
Depreciation and amortization	$	137,592	$	55,643		$	2,579	$	302		$	196,116
Restructuring charge	$	4,858	$	10,589		$	—	$	1,050		$	16,497
Stock-based compensation	$	—	$	—		$	—	$	11,989		$	11,989
Assets:
As of June 30, 2012	$	5,774,526	$	545,559		$	185,554	$	421,816		$	6,927,455
As of December 31, 2011	$	5,826,756	$	624,305		$	199,422	$	22,218		$	6,672,701

Summary of Company's net revenue from the Professional Diagnostics and Health Management reporting segments by groups of similar products and services

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Cardiology	$	125,597	$	132,854	$	264,423	$	262,709
Infectious disease		137,821		122,494		288,837		262,920
Toxicology		159,922		88,833		281,662		174,337
Diabetes		36,797		—		64,958		—
Other		76,736		60,034		152,442		114,034
Net product sales and services revenue		536,873		404,215		1,052,322		814,000
License and royalty revenue		3,237		4,859		6,145		10,886
Professional diagnostics net revenue	$	540,110	$	409,074	$	1,058,467	$	824,886

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Disease and case management	$	54,512	$	61,222	$	107,894	$	122,677
Wellness		29,567		26,137		56,591		55,942
Women’s & children’s health		31,313		28,466		61,084		57,041
Patient self-testing services		23,198		19,747		43,805		42,975
Health management net revenue	$	138,590	$	135,572	$	269,374	$	278,635

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Guarantor Financial Information

6 Months Ended

Jun. 30, 2012

Guarantor Financial Information [Abstract]

Guarantor Financial Information

(18) Guarantor Financial Information

Our 9% senior subordinated notes due 2016, our 7.875% senior notes due 2016, and our 8.625% senior subordinated notes due 2018 are guaranteed by certain of our consolidated wholly owned subsidiaries, or the Guarantor Subsidiaries. The guarantees are full and unconditional and joint and several. The following supplemental financial information sets forth, on a consolidating basis, balance sheets as of June 30, 2012 and December 31, 2011, the related statements of operations and statements of comprehensive income for each of the three and six months ended June 30, 2012 and 2011, respectively, and the statements of cash flows for the six months ended June 30, 2012 and 2011, for Alere Inc., the Guarantor Subsidiaries and our other subsidiaries, or the Non-Guarantor Subsidiaries. The supplemental financial information reflects the investments of Alere Inc. and the Guarantor Subsidiaries in the Guarantor and Non-Guarantor Subsidiaries using the equity method of accounting.

We have extensive transactions and relationships between various members of the consolidated group. These transactions and relationships include intercompany pricing agreements, intellectual property royalty agreements and general and administrative and research and development cost-sharing agreements. Because of these relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties.

For comparative purposes, certain amounts for prior periods have been reclassified to conform to the current period classification.

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	202,249		$	290,714		$	(29,538	)	$	463,425
Services revenue		—			152,856			80,999			—			233,855
Net product sales and services revenue		—			355,105			371,713			(29,538	)		697,280
License and royalty revenue		—			9,536			2,656			(8,955	)		3,237
Net revenue		—			364,641			374,369			(38,493	)		700,517
Cost of net product sales		857			94,152			156,513			(29,024	)		222,498
Cost of services revenue		—			79,691			40,868			—			120,559
Cost of net product sales and services revenue		857			173,843			197,381			(29,024	)		343,057
Cost of license and royalty revenue		—			—			10,807			(8,955	)		1,852
Cost of net revenue		857			173,843			208,188			(37,979	)		344,909
Gross profit (loss)		(857	)		190,798			166,181			(514	)		355,608
Operating expenses:
Research and development		5,873			17,186			17,388			—			40,447
Sales and marketing		819			77,219			81,284			—			159,322
General and administrative		14,567			46,670			60,248			—			121,485
Total operating expenses		21,259			141,075			158,920			—			321,254
Operating income (loss)		(22,116	)		49,723			7,261			(514	)		34,354
Interest expense, including amortization of original issue discounts and deferred financing costs		(53,969	)		(10,879	)		(3,883	)		13,200			(55,531	)
Other income (expense), net		3,988			15,837			(2,814	)		(13,200	)		3,811
Income (loss) before provision (benefit) for income taxes		(72,097	)		54,681			564			(514	)		(17,366	)
Provision (benefit) for income taxes		(19,750	)		23,233			(3,855	)		(117	)		(489	)
Income (loss) before equity earnings of unconsolidated entities, net of tax		(52,347	)		31,448			4,419			(397	)		(16,877	)
Equity in earnings of subsidiaries, net of tax		38,982			(185	)		—			(38,797	)		—
Equity earnings of unconsolidated entities, net of tax		486			—			3,502			10			3,998
Net income (loss)		(12,879	)		31,263			7,921			(39,184	)		(12,879	)
Less: Net income attributable to non-controlling interests		—			—			36			—			36
Net income (loss) attributable to Alere Inc. and Subsidiaries		(12,879	)		31,263			7,885			(39,184	)		(12,915	)
Preferred stock dividends		(5,279	)		—			—			—			(5,279	)
Net income (loss) available to common stockholders	$	(18,158	)	$	31,263		$	7,885		$	(39,184	)	$	(18,194	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	216,256		$	214,803		$	(32,254	)	$	398,805
Services revenue		—			147,007			16,568			—			163,575
Net product sales and services revenue		—			363,263			231,371			(32,254	)		562,380
License and royalty revenue		—			2,746			3,920			(1,861	)		4,805
Net revenue		—			366,009			235,291			(34,115	)		567,185
Cost of net product sales		659			101,244			120,279			(31,849	)		190,333
Cost of services revenue		—			76,100			6,395			—			82,495
Cost of net product sales and services revenue		659			177,344			126,674			(31,849	)		272,828
Cost of license and royalty revenue		—			—			3,490			(1,861	)		1,629
Cost of net revenue		659			177,344			130,164			(33,710	)		274,457
Gross profit (loss)		(659	)		188,665			105,127			(405	)		292,728
Operating expenses:
Research and development		5,237			15,889			20,222			—			41,348
Sales and marketing		298			83,954			56,136			—			140,388
General and administrative		13,737			59,626			21,475			—			94,838
Total operating expenses		19,272			159,469			97,833			—			276,574
Operating income (loss)		(19,931	)		29,196			7,294			(405	)		16,154
Interest expense, including amortization of original issue discounts and deferred financing costs		(35,845	)		(46,875	)		(3,863	)		18,021			(68,562	)
Other income (expense), net		2,341			12,634			3,483			(18,021	)		437
Income (loss) from continuing operations before provision (benefit) for income taxes		(53,435	)		(5,045	)		6,914			(405	)		(51,971	)
Provision (benefit) for income taxes		(44,788	)		(81	)		2,133			—			(42,736	)
Income (loss) from continuing operations before equity earnings (losses) of unconsolidated entities, net of tax		(8,647	)		(4,964	)		4,781			(405	)		(9,235	)
Equity in earnings of subsidiaries, net of tax		(1,484	)		655			—			829			—
Equity earnings (losses) of unconsolidated entities, net of tax		689			—			(842	)		(54	)		(207	)
Net income (loss)		(9,442	)		(4,309	)		3,939			370			(9,442	)
Less: Net loss attributable to non-controlling interests		—			—			(40	)		—			(40	)
Net income (loss) attributable to Alere Inc. and Subsidiaries		(9,442	)		(4,309	)		3,979			370			(9,402	)
Preferred stock dividends		(5,515	)		—			—			—			(5,515	)
Preferred stock repurchase		10,248			—			—			—			10,248
Net income (loss) available to common stockholders	$	(4,709	)	$	(4,309	)	$	3,979		$	370		$	(4,669	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	421,465		$	580,514		$	(62,767	)	$	939,212
Services revenue		—			298,989			127,300			—			426,289
Net product sales and services revenue		—			720,454			707,814			(62,767	)		1,365,501
License and royalty revenue		—			13,765			5,277			(12,897	)		6,145
Net revenue		—			734,219			713,091			(75,664	)		1,371,646
Cost of net product sales		1,707			198,073			310,392			(62,120	)		448,052
Cost of services revenue		—			157,394			54,025			—			211,419
Cost of net product sales and services revenue		1,707			355,467			364,417			(62,120	)		659,471
Cost of license and royalty revenue		—			—			16,393			(12,897	)		3,496
Cost of net revenue		1,707			355,467			380,810			(75,017	)		662,967
Gross profit (loss)		(1,707	)		378,752			332,281			(647	)		708,679
Operating expenses:
Research and development		11,069			33,762			34,616			—			79,447
Sales and marketing		1,876			154,778			161,246			—			317,900
General and administrative		26,198			104,971			110,751			—			241,920
Total operating expenses		39,143			293,511			306,613			—			639,267
Operating income (loss)		(40,850	)		85,241			25,668			(647	)		69,412
Interest expense, including amortization of original issue discounts and deferred financing costs		(103,685	)		(21,885	)		(7,198	)		26,510			(106,258	)
Other income (expense), net		(4,086	)		25,265			20,973			(26,510	)		15,642
Income (loss) before provision (benefit) for income taxes		(148,621	)		88,621			39,443			(647	)		(21,204	)
Provision (benefit) for income taxes		(46,748	)		35,538			9,312			(46	)		(1,944	)
Income (loss) before equity earnings of unconsolidated entities, net of tax		(101,873	)		53,083			30,131			(601	)		(19,260	)
Equity in earnings of subsidiaries, net of tax		88,877			(533	)		—			(88,344	)		—
Equity earnings of unconsolidated entities, net of tax		1,146			—			6,238			26			7,410
Net income (loss)		(11,850	)		52,550			36,369			(88,919	)		(11,850	)
Less: Net loss attributable to non-controlling interests		—			—			(149	)		—			(149	)
Net income (loss) attributable to Alere Inc. and Subsidiaries		(11,850	)		52,550			36,518			(88,919	)		(11,701	)
Preferred stock dividends		(10,588	)		—			—			—			(10,588	)
Net income (loss) available to common stockholders	$	(22,438	)	$	52,550		$	36,518		$	(88,919	)	$	(22,289	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	454,232		$	414,773		$	(62,957	)	$	806,048
Services revenue		—			298,532			32,595			—			331,127
Net product sales and services revenue		—			752,764			447,368			(62,957	)		1,137,175
License and royalty revenue		—			5,220			10,553			(3,299	)		12,474
Net revenue		—			757,984			457,921			(66,256	)		1,149,649
Cost of net product sales		1,429			208,406			232,414			(62,229	)		380,020
Cost of services revenue		—			154,635			12,576			—			167,211
Cost of net product sales and services revenue		1,429			363,041			244,990			(62,229	)		547,231
Cost of license and royalty revenue		—			—			6,782			(3,299	)		3,483
Cost of net revenue		1,429			363,041			251,772			(65,528	)		550,714
Gross profit (loss)		(1,429	)		394,943			206,149			(728	)		598,935
Operating expenses:
Research and development		9,978			33,670			34,242			—			77,890
Sales and marketing		949			166,814			105,834			—			273,597
General and administrative		28,373			119,827			52,189			—			200,389
Total operating expenses		39,300			320,311			192,265			—			551,876
Operating income (loss)		(40,729	)		74,632			13,884			(728	)		47,059
Interest expense, including amortization of original issue discounts and deferred financing costs		(61,451	)		(75,054	)		(8,232	)		37,870			(106,867	)
Other income (expense), net		5,706			26,488			8,449			(37,870	)		2,773
Income (loss) from continuing operations before provision (benefit) for income taxes		(96,474	)		26,066			14,101			(728	)		(57,035	)
Provision (benefit) for income taxes		(65,583	)		14,055			4,587			(125	)		(47,066	)
Income (loss) from continuing operations before equity earnings (losses) of unconsolidated entities, net of tax		(30,891	)		12,011			9,514			(603	)		(9,969	)
Equity in earnings of subsidiaries, net of tax		20,569			655			—			(21,224	)		—
Equity earnings (losses) of unconsolidated entities, net of tax		1,157			—			(352	)		(1	)		804
Net income (loss)		(9,165	)		12,666			9,162			(21,828	)		(9,165	)
Less: Net income attributable to non-controlling interests		—			—			22			—			22
Net income (loss) attributable to Alere Inc. and Subsidiaries		(9,165	)		12,666			9,140			(21,828	)		(9,187	)
Preferred stock dividends		(11,324	)		—			—			—			(11,324	)
Preferred stock repurchase		23,936			—			—			—			23,936
Net income (loss) available to common stockholders	$	3,447		$	12,666		$	9,140		$	(21,828	)	$	3,425

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(12,879	)	$	31,263	$	7,921		$	(39,184	)	$	(12,879	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		(562	)		4		(34,142	)		(2,077	)		(36,777	)
Unrealized gains on available for sale securities		356			—		3			—			359
Unrealized gains on hedging instruments		—			—		(652	)		—			(652	)
Minimum pension liability adjustment		—			—		4			—			4
Other comprehensive income, before tax		(206	)		4		(34,787	)		(2,077	)		(37,066	)
Income tax benefit related to items of other comprehensive income		—			—		—			—			—
Other comprehensive income, net of tax		(206	)		4		(34,787	)		(2,077	)		(37,066	)
Comprehensive income (loss)		(13,085	)		31,267		(26,866	)		(41,261	)		(49,945	)
Less: Comprehensive loss attributable to non-controlling interests		—			—		36			—			36
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(13,085	)	$	31,267	$	(26,902	)	$	(41,261	)	$	(49,981	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net income (loss)	$	(9,442	)	$	(4,309	)	$	3,939		$	370	$	(9,442	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		271			35			14,963			1,837		17,106
Unrealized gains (losses) on available for sale securities		(107	)		—			3			—		(104	)
Unrealized gains on hedging instruments		10,371			—			—			—		10,371
Minimum pension liability adjustment		—			—			118			—		118
Other comprehensive income, before tax		10,535			35			15,084			1,837		27,491
Income tax provision (benefit) related to items of other comprehensive income		3,993			—			—			—		3,993
Other comprehensive income, net of tax		6,542			35			15,084			1,837		23,498
Comprehensive income (loss)		(2,900	)		(4,274	)		19,023			2,207		14,056
Less: Comprehensive income attributable to non-controlling interests		—			—			(40	)		—		(40	)
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(2,900	)	$	(4,274	)	$	19,063		$	2,207	$	14,096

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(11,850	)	$	52,550	$	36,369		$	(88,919	)	$	(11,850	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		(232	)		77		729			(1,412	)		(838	)
Unrealized gains on available for sale securities		785			—		5			—			790
Unrealized gains on hedging instruments		17			—		438			—			455
Minimum pension liability adjustment		—			—		(120	)		—			(120	)
Other comprehensive income, before tax		570			77		1,052			(1,412	)		287
Income tax benefit related to items of other comprehensive income		—			—		—			—			—
Other comprehensive income, net of tax		570			77		1,052			(1,412	)		287
Comprehensive income (loss)		(11,280	)		52,627		37,421			(90,331	)		(11,563	)
Less: Comprehensive loss attributable to non-controlling interests		—			—		(149	)		—			(149	)
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(11,280	)	$	52,627	$	37,570		$	(90,331	)	$	(11,414	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(9,165	)	$	12,666	$	9,162		$	(21,828	)	$	(9,165	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		879			173		32,199			5,370			38,621
Unrealized gains (losses) on available for sale securities		66			—		(385	)		—			(319	)
Unrealized gains on hedging instruments		11,988			—		—			—			11,988
Minimum pension liability adjustment		—			—		80			—			80
Other comprehensive income, before tax		12,933			173		31,894			5,370			50,370
Income tax provision (benefit) related to items of other comprehensive income		4,663			—		(51	)		—			4,612
Other comprehensive income, net of tax		8,270			173		31,945			5,370			45,758
Comprehensive income (loss)		(895	)		12,839		41,107			(16,458	)		36,593
Less: Comprehensive income attributable to non-controlling interests		—			—		22			—			22
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(895	)	$	12,839	$	41,085		$	(16,458	)	$	36,571

CONSOLIDATING BALANCE SHEET

June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	13,889		$	66,881		$	222,969	$	—		$	303,739
Restricted cash		—			1,580			1,519		—			3,099
Marketable securities		—			754			109		—			863
Accounts receivable, net of allowances		—			184,607			316,469		—			501,076
Inventories, net		—			131,371			191,636		(6,110	)		316,897
Deferred tax assets		8,260			22,262			5,333		2,003			37,858
Receivable from joint venture, net		—			1,768			1,967		—			3,735
Prepaid expenses and other current assets		298,810			(258,950	)		87,646		(16	)		127,490
Intercompany receivables		375,194			465,526			68,885		(909,605	)		—
Total current assets		696,153			615,799			896,533		(913,728	)		1,294,757
Property, plant and equipment, net		2,375			262,137			236,620		(334	)		500,798
Goodwill		—			1,528,269			1,425,282		—			2,953,551
Other intangible assets with indefinite lives		—			7,100			46,069		—			53,169
Finite-lived intangible assets, net		25,401			929,095			950,226		—			1,904,722
Deferred financing costs, net and other non-current assets		87,094			5,834			9,124		(26	)		102,026
Receivable from joint venture, net of current portion		—			—			14,115		—			14,115
Investments in subsidiaries		3,516,106			50,884			3,000		(3,569,990	)		—
Investments in unconsolidated entities		33,723			—			56,348		—			90,071
Marketable securities		3,040			—			—		—			3,040
Deferred tax assets		—			—			11,206		—			11,206
Intercompany notes receivable		2,101,767			841,610			10,655		(2,954,032	)		—
Total assets	$	6,465,659		$	4,240,728		$	3,659,178	$	(7,438,110	)	$	6,927,455
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	45,000		$	239		$	9,583	$	—		$	54,822
Current portion of capital lease obligations		—			1,434			3,916		—			5,350
Accounts payable		5,919			55,960			100,971		—			162,850
Accrued expenses and other current liabilities		62,217			115,090			219,677		(514	)		396,470
Intercompany payables		457,964			127,612			324,028		(909,604	)		—
Total current liabilities		571,100			300,335			658,175		(910,118	)		619,492
Long-term liabilities:
Long-term debt, net of current portion		3,465,318			—			23,732		—			3,489,050
Capital lease obligations, net of current portion		—			1,472			8,757		—			10,229
Deferred tax liabilities		(22,885	)		278,262			180,315		555			436,247
Other long-term liabilities		21,933			43,588			115,914		(26	)		181,409
Intercompany notes payables		241,420			1,642,960			1,066,117		(2,950,497	)		—
Total long-term liabilities		3,705,786			1,966,282			1,394,835		(2,949,968	)		4,116,935
Stockholders’ equity		2,188,773			1,974,111			1,603,913		(3,578,024	)		2,188,773
Non-controlling interests		—			—			2,255		—			2,255
Total equity		2,188,773			1,974,111			1,606,168		(3,578,024	)		2,191,028
Total liabilities and equity	$	6,465,659		$	4,240,728		$	3,659,178	$	(7,438,110	)	$	6,927,455

CONSOLIDATING BALANCE SHEET

December 31, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	12,451		$	85,838		$	200,884	$	—		$	299,173
Restricted cash		—			1,591			7,396		—			8,987
Marketable securities		—			770			316		—			1,086
Accounts receivable, net of allowances		—			199,547			276,277		—			475,824
Inventories, net		—			136,091			189,886		(5,708	)		320,269
Deferred tax assets		10,912			22,813			7,266		1,984			42,975
Receivable from joint venture, net		—			2,301			202		—			2,503
Prepaid expenses and other current assets		(74,078	)		138,329			78,659		—			142,910
Intercompany receivables		397,914			426,136			27,871		(851,921	)		—
Total current assets		347,199			1,013,416			788,757		(855,645	)		1,293,727
Property, plant and equipment, net		2,542			274,588			214,206		(131	)		491,205
Goodwill		—			1,530,324			1,295,791		(4,844	)		2,821,271
Other intangible assets with indefinite lives		—			7,100			62,446		—			69,546
Finite-lived intangible assets, net		28,685			1,011,852			745,388		—			1,785,925
Deferred financing costs, net, and other non-current assets		88,153			5,532			4,101		—			97,786
Receivable from joint venture, net of current portion		—			—			15,455		—			15,455
Investments in subsidiaries		3,586,625			32,512			3,005		(3,622,142	)		—
Investments in unconsolidated entities		29,021			—			56,117		—			85,138
Marketable securities		2,254			—			—		—			2,254
Deferred tax assets		—			—			10,394		—			10,394
Intercompany notes receivable		1,934,366			(196,820	)		—		(1,737,546	)		—
Total assets	$	6,018,845		$	3,678,504		$	3,195,660	$	(6,220,308	)	$	6,672,701
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	43,000		$	—		$	18,092	$	—		$	61,092
Current portion of capital lease obligations		—			1,550			4,533		—			6,083
Short-term debt		6,240			—			—		—			6,240
Accounts payable		6,704			53,978			94,782		—			155,464
Accrued expenses and other current liabilities		(259,010	)		455,366			199,217		—			395,573
Intercompany payables		429,644			104,257			318,018		(851,919	)		—
Total current liabilities		226,578			615,151			634,642		(851,919	)		624,452
Long-term liabilities:
Long-term debt, net of current portion		3,243,341			—			24,110		—			3,267,451
Capital lease obligations, net of current portion		—			2,175			10,454		—			12,629
Deferred tax liabilities		(25,936	)		303,837			102,730		69			380,700
Other long-term liabilities		24,407			47,135			81,856		—			153,398
Intercompany notes payables		321,221			658,573			754,650		(1,734,444	)		—
Total long-term liabilities		3,563,033			1,011,720			973,800		(1,734,375	)		3,814,178
Redeemable non-controlling interest		—			—			2,497		—			2,497
Stockholders’ equity		2,229,234			2,051,633			1,582,381		(3,634,014	)		2,229,234
Non-controlling interests		—			—			2,340		—			2,340
Total equity		2,229,234			2,051,633			1,584,721		(3,634,014	)		2,231,574
Total liabilities and equity	$	6,018,845		$	3,678,504		$	3,195,660	$	(6,220,308	)	$	6,672,701

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income (loss)	$	(11,850	)	$	52,550		$	36,369		$	(88,919	)	$	(11,850	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax		(88,877	)		533			—			88,344			—
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs		10,568			110			53			—			10,731
Depreciation and amortization		3,195			112,083			96,298			46			211,622
Non-cash charges for sale of inventories revalued at the date of acquisition		—			1,400			3,281			—			4,681
Non-cash stock-based compensation expense		2,166			3,065			3,011			—			8,242
Impairment of inventory		—			5			—			—			5
Impairment of long-lived assets		—			219			—			—			219
(Gain) loss on sale of property, plant and equipment		—			(5,900	)		28			—			(5,872	)
Equity earnings of unconsolidated entities, net of tax		(1,146	)		—			(6,238	)		(26	)		(7,410	)
Deferred income taxes		7,771			(23,924	)		(11,201	)		(46	)		(27,400	)
Other non-cash items		(883	)		—			—			—			(883	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net		—			14,939			(20,370	)		—			(5,431	)
Inventories, net		—			2,785			(7,642	)		445			(4,412	)
Prepaid expenses and other current assets		(372,901	)		397,279			(7,529	)		17			16,866
Accounts payable		(786	)		2,571			(16,032	)		—			(14,247	)
Accrued expenses and other current liabilities		327,975			(338,223	)		10,396			(514	)		(366	)
Other non-current liabilities		(6,781	)		(2,210	)		255			471			(8,265	)
Intercompany payable (receivable)		231,769			(224,541	)		(7,228	)		—			—
Net cash provided by (used in) operating activities		100,220			(7,259	)		73,451			(182	)		166,230
Cash Flows from Investing Activities:
Decrease in restricted cash		—			12			5,876			—			5,888
Purchases of property, plant and equipment		(1,028	)		(33,616	)		(35,717	)		900			(69,461	)
Proceeds from sale of property, plant and equipment		—			21,927			495			(745	)		21,677
Cash paid for acquisitions, net of cash acquired		(296,189	)		—			(14,051	)		—			(310,240	)
Cash received from sales of marketable securities		—			15			211			—			226
Net cash received from equity method investments		490			—			6,066			—			6,556
(Increase) decrease in other assets		(8,973	)		580			652			27			(7,714	)
Net cash provided by (used in) investing activities		(305,700	)		(11,082	)		(36,468	)		182			(353,068	)
Cash Flows from Financing Activities:
Cash paid for financing costs		(2,013	)		—			—			—			(2,013	)
Cash paid for contingent purchase price consideration		(6,500	)		—			—			—			(6,500	)
Proceeds from issuance of common stock, net of issuance costs		8,697			—			—			—			8,697
Proceeds from issuance of long-term debt		198,000			951			283			—			199,234
Payments on long-term debt		(22,000	)		(712	)		(7,172	)		—			(29,884	)
Net proceeds under revolving credit facilities		47,500			—			(5,013	)		—			42,487
Payments on short-term debt		(6,240	)		—			—			—			(6,240	)
Cash paid for dividends		(10,646	)		—			—			—			(10,646	)
Excess tax benefits on exercised stock options		120			74			16			—			210
Principal payments on capital lease obligations		—			(851	)		(2,468	)		—			(3,319	)
Other		—			—			(2,577	)		—			(2,577	)
Net cash provided by (used in) financing activities		206,918			(538	)		(16,931	)		—			189,449
Foreign exchange effect on cash and cash equivalents		—			(78	)		2,033			—			1,955
Net increase (decrease) in cash and cash equivalents		1,438			(18,957	)		22,085			—			4,566
Cash and cash equivalents, beginning of period		12,451			85,838			200,884			—			299,173
Cash and cash equivalents, end of period	$	13,889		$	66,881		$	222,969		$	—		$	303,739

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income (loss)	$	(9,165	)	$	12,666		$	9,162		$	(21,828	)	$	(9,165	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax		(20,569	)		(655	)		—			21,224			—
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs		3,718			23,595			277			—			27,590
Depreciation and amortization		1,751			130,800			63,856			(291	)		196,116
Non-cash stock-based compensation expense		3,490			4,589			3,910			—			11,989
Impairment of inventory		—			172			294			—			466
Impairment of long-lived assets		2			632			323			—			957
Impairment of intangible assets		—			2,935			—			—			2,935
Loss on sale of property, plant and equipment		3			966			301			—			1,270
Gain on sales of marketable securities		—			—			(331	)		—			(331	)
Equity earnings of unconsolidated entities, net of tax		(1,157	)		—			352			1			(804	)
Deferred income taxes		(15,821	)		(32,837	)		(12,268	)		(2,417	)		(63,343	)
Other non-cash items		1,269			1,620			(7,392	)		—			(4,503	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net		—			12,818			(16,459	)		—			(3,641	)
Inventories, net		—			2,657			(10,633	)		677			(7,299	)
Prepaid expenses and other current assets		(14,544	)		(8,037	)		(13,471	)		—			(36,052	)
Accounts payable		993			8,689			3,842			—			13,524
Accrued expenses and other current liabilities		(25,705	)		51,390			(10,256	)		2,292			17,721
Other non-current liabilities		9,288			2,011			(228	)		—			11,071
Intercompany payable (receivable)		(1,047,338	)		1,013,063			34,275			—			—
Net cash provided by (used in) operating activities		(1,113,785	)		1,227,074			45,554			(342	)		158,501
Cash Flows from Investing Activities:
Decrease (increase) in restricted cash		—			160			(126	)		—			34
Purchases of property, plant and equipment		(896	)		(36,354	)		(30,666	)		286			(67,630	)
Proceeds from sale of property, plant and equipment		—			626			209			—			835
Proceeds from disposition of business		—			—			11,490			—			11,490
Cash paid for acquisitions, net of cash acquired		(34,644	)		(3,400	)		(69,316	)		—			(107,360	)
Cash received from sales of marketable securities		—			—			7,919			—			7,919
Net cash received from equity method investments		490			—			—			—			490
Increase in other assets		(20,340	)		(11,548	)		(213	)		—			(32,101	)
Net cash provided by (used in) investing activities		(55,390	)		(50,516	)		(80,703	)		286			(186,323	)
Cash Flows from Financing Activities:
Cash paid for financing costs		(63,895	)		(804	)		—			—			(64,699	)
Cash paid for contingent purchase price consideration		(24,459	)		(248	)		—			—			(24,707	)
Proceeds from issuance of common stock, net of issuance costs		17,829			—			—			—			17,829
Repurchase of preferred stock		(99,068	)		—			—			—			(99,068	)
Proceeds from issuance of long-term debt		1,550,000			937			1,187			—			1,552,124
Payments on long-term debt		—			(1,192,086	)		(1,229	)		—			(1,193,315	)
Net proceeds under revolving credit facilities		—			—			3,335			—			3,335
Repurchase of common stock		(926	)		—			—			—			(926	)
Cash paid for dividends		(68	)		—			—			—			(68	)
Excess tax benefits on exercised stock options		1,010			435			259			—			1,704
Principal payments on capital lease obligations		—			(1,040	)		(254	)		—			(1,294	)
Other		(10,140	)		—			(209	)		—			(10,349	)
Net cash provided by (used in) financing activities		1,370,283			(1,192,806	)		3,089			—			180,566
Foreign exchange effect on cash and cash equivalents		—			259			2,297			56			2,612
Net increase (decrease) in cash and cash equivalents		201,108			(15,989	)		(29,763	)		—			155,356
Cash and cash equivalents, beginning of period		101,666			116,112			183,528			—			401,306
Cash and cash equivalents, end of period	$	302,774		$	100,123		$	153,765		$	—		$	556,662

XML

Related Party Transactions (Details Textual) (USD $)	3 Months Ended		6 Months Ended			6 Months Ended	12 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Jun. 30, 2012 Swiss Precision Diagnostics [Member]	Dec. 31, 2011 Swiss Precision Diagnostics [Member]	May 31, 2007 Swiss Precision Diagnostics [Member]	Jun. 30, 2012 Sales Revenue Goods [Member]	Jun. 30, 2011 Sales Revenue Goods [Member]	Jun. 30, 2012 Sales Revenue Goods [Member]	Jun. 30, 2011 Sales Revenue Goods [Member]	Jun. 30, 2012 Sales Revenue Services [Member]	Jun. 30, 2011 Sales Revenue Services [Member]	Jun. 30, 2012 Sales Revenue Services [Member]	Jun. 30, 2011 Sales Revenue Services [Member]
Related Party Transaction [Line Items]
Joint venture ownership percentage with P&G								50.00%
Cash charges	$ 1,365,000	$ 10,298,000	$ 6,784,000	$ 16,497,000		$ 1,600,000	$ 1,500,000
Revenue from joint venture									14,500,000	16,300,000	31,600,000	32,600,000	300,000	300,000	600,000	600,000
Cash (return of capital) from SPD						6,100,000
Related Party Transactions (Textual) [Abstract]
Net receivable to joint venture	3,700,000		3,700,000		2,500,000
Long term receivables cost related to restructuring plan	14,100,000		14,100,000		15,500,000
Customer receivables associated with revenue earned after SPD was completed have been classified as other receivables	7,000,000		7,000,000		7,300,000
Trade receivables from joint venture	6,400,000		6,400,000		8,900,000
Trade payable to joint venture	$ 17,600,000		$ 17,600,000		$ 19,300,000

XML

Basis of Presentation of Financial Information

6 Months Ended

Jun. 30, 2012

Basis of Presentation of Financial Information [Abstract]

Basis of Presentation of Financial Information

(1) Basis of Presentation of Financial Information

The accompanying consolidated financial statements of Alere Inc. are unaudited. In the opinion of management, the unaudited consolidated financial statements contain all adjustments considered normal and recurring and necessary for their fair statement. Interim results are not necessarily indicative of results to be expected for the year. These interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these consolidated financial statements do not include all of the information and footnotes necessary for a complete presentation of financial position, results of operations, comprehensive income and cash flows. Our audited consolidated financial statements for the year ended December 31, 2011 included information and footnotes necessary for such presentation and were included in our Annual Report on Form 10-K, as amended, filed with the Securities and Exchange Commission, or SEC, on February 29, 2012. These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2011.

Certain reclassifications of prior period amounts have been made to conform to current period presentation. These reclassifications had no effect on net income or equity.

Certain amounts presented may not recalculate directly, due to rounding.

XML

Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Consolidated Statements of Comprehensive Income [Abstract]
Net loss	$ (12,879)	$ (9,442)	$ (11,850)	$ (9,165)
Other comprehensive income (loss), before tax:
Changes in cumulative translation adjustment	(36,777)	17,106	(838)	38,621
Unrealized gains (losses) on available for sale securities	359	(104)	790	(319)
Unrealized gains (losses) on hedging instruments	(652)	10,371	455	11,988
Minimum pension liability adjustment	4	118	(120)	80
Other comprehensive income (loss), before tax	(37,066)	27,491	287	50,370
Income tax provision related to items of other comprehensive income (loss)		3,993		4,612
Other comprehensive income (loss), net of tax	(37,066)	23,498	287	45,758
Comprehensive income (loss)	(49,945)	14,056	(11,563)	36,593
Less: Comprehensive income (loss) attributable to non-controlling interests	36	(40)	(149)	22
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$ (49,981)	$ 14,096	$ (11,414)	$ 36,571

XML

Fair Value Measurements

6 Months Ended

Jun. 30, 2012

Fair Value Measurements [Abstract]

Fair Value Measurements

(11) Fair Value Measurements

We apply fair value measurement accounting to value our financial assets and liabilities. Fair value measurement accounting provides a framework for measuring fair value under U.S. GAAP and requires expanded disclosures regarding fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available, and minimize the use of unobservable inputs when measuring fair value.

Described below are the three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices in active markets for identical assets or liabilities. Our Level 1 assets and liabilities include investments in marketable securities.

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Our Level 2 assets and liabilities include foreign exchange forward contracts.

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value of the contingent consideration obligations related to our acquisitions is valued using Level 3 inputs.

The following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands):

Description	June 30,  2012		Quoted Prices in Active  Markets (Level 1)		Significant Other Observable  Inputs (Level 2)		Unobservable Inputs (Level  3)
Assets:
Marketable securities	$	3,903	$	3,903	$	—	$	—
Total assets	$	3,903	$	3,903	$	—	$	—
Liabilities:
Foreign exchange forward contracts  (1)		10		—		10		—
Contingent consideration obligations  (2)	$	173,527	$	—	$	—	$	173,527
Total liabilities	$	173,537	$	—	$	10	$	173,527

Description	December 31, 2011		Quoted Prices in Active  Markets (Level 1)		Significant Other Observable  Inputs (Level 2)		Unobservable Inputs (Level  3)
Assets:
Marketable securities	$	3,340	$	3,340	$	—	$	—
Total assets	$	3,340	$	3,340	$	—	$	—
Liabilities: Foreign exchange forward contracts (1)	$	447	$	—	$	447	$	—
Contingent consideration obligations (2)		140,047		—		—		140,047
Total liabilities	$	140,494	$	—	$	447	$	140,047

(1) The fair value of the foreign exchange forward contracts was measured using readily observable market inputs, such as quotations on forward foreign exchange points and foreign interest rates.

(2) The fair value measurements for our contingent consideration obligations relate to acquisitions completed after January 1, 2009 and are valued using Level 3 inputs. We determine the fair value of the contingent consideration obligations based on a probability-weighted approach derived from earn-out criteria estimates and a probability assessment with respect to the likelihood of achieving the various earn-out criteria. The measurement is based upon significant inputs not observable in the market. Significant increases (decreases) in any of these inputs in isolation could result in significantly higher (lower) fair value measurement. Changes in the fair value of these contingent consideration obligations are recorded as income or expense within operating income in our consolidated statements of operations.

Changes in the fair value of our Level 3 contingent consideration obligations during the six months ended June 30, 2012 were as follows (in thousands):

Fair value of contingent consideration obligations, January 1, 2012	$	140,047
Acquisition date fair value of contingent consideration obligations recorded		45,500
Foreign currency		89
Payments		(10,472	)
Present value accretion		9,052
Adjustments, net (income) expense		(10,689	)
Fair value of contingent consideration obligations, June 30, 2012	$	173,527

At June 30, 2012 and December 31, 2011, the carrying amounts of cash and cash equivalents, restricted cash, receivables, accounts payable and other current liabilities approximated their estimated fair values.

The carrying amount and estimated fair value of our long-term debt were $3.5 billion at June 30, 2012. The carrying amount and estimated fair value of our long-term debt were $3.3 billion at December 31, 2011. The estimated fair value of our long-term debt was determined using market sources that were derived from available market information (Level 2 in the fair value hierarchy) and may not be representative of actual values that could have been or will be realized in the future.

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 06, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	ALERE INC.
Entity Central Index Key	0001145460
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		80,721,665

XML

Defined Benefit Pension Plan

6 Months Ended

Jun. 30, 2012

Defined Benefit Pension Plan [Abstract]

Defined Benefit Pension Plan

(12) Defined Benefit Pension Plan

Our subsidiary in England, Unipath Ltd., has a defined benefit pension plan established for certain of its employees. The net periodic benefit costs are as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Service cost	$	—		$	—		$	—		$	—
Interest cost		199			205			397			407
Expected return on plan assets		(153	)		(157	)		(305	)		(312	)
Amortization of prior service costs		104			108			208			214
Realized losses		—			—			—			—
Net periodic benefit cost	$	150		$	156		$	300		$	309

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Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 303,739	$ 299,173
Restricted cash	3,099	8,987
Marketable securities	863	1,086
Accounts receivable, net of allowances of $31,625 and $24,577 at June 30, 2012 and December 31, 2011, respectively	501,076	475,824
Inventories, net	316,897	320,269
Deferred tax assets	37,858	42,975
Receivable from joint venture, net	3,735	2,503
Prepaid expenses and other current assets	127,490	142,910
Total current assets	1,294,757	1,293,727
Property, plant and equipment, net	500,798	491,205
Goodwill	2,953,551	2,821,271
Other intangible assets with indefinite lives	53,169	69,546
Finite-lived intangible assets, net	1,904,722	1,785,925
Deferred financing costs, net, and other non-current assets	102,026	97,786
Receivable from joint venture, net of current portion	14,115	15,455
Investments in unconsolidated entities	90,071	85,138
Marketable securities	3,040	2,254
Deferred tax assets	11,206	10,394
Total assets	6,927,455	6,672,701
Current liabilities:
Current portion of long-term debt	54,822	61,092
Current portion of capital lease obligations	5,350	6,083
Short-term debt		6,240
Accounts payable	162,850	155,464
Accrued expenses and other current liabilities	396,470	395,573
Total current liabilities	619,492	624,452
Long-term liabilities:
Long-term debt, net of current portion	3,489,050	3,267,451
Capital lease obligations, net of current portion	10,229	12,629
Deferred tax liabilities	436,247	380,700
Other long-term liabilities	181,409	153,398
Total long-term liabilities	4,116,935	3,814,178
Commitments and contingencies (Note 15)
Redeemable non-controlling interest		2,497
Stockholders' equity:
Common stock, $0.001 par value; Authorized: 200,000 shares; Issued: 88,099 shares at June 30, 2012 and 87,647 shares at December 31, 2011; Outstanding: 80,420 shares at June 30, 2012 and 79,968 shares at December 31, 2011	88	88
Additional paid-in capital	3,295,662	3,324,710
Accumulated deficit	(1,498,492)	(1,486,791)
Treasury stock, at cost, 7,679 shares at June 30, 2012 and December 31, 2011	(184,971)	(184,971)
Accumulated other comprehensive loss	(29,982)	(30,270)
Total stockholders' equity	2,188,773	2,229,234
Non-controlling interests	2,255	2,340
Total equity	2,191,028	2,231,574
Total liabilities and equity	6,927,455	6,672,701
Series B Preferred Stock
Stockholders' equity:
Series B preferred stock, $0.001 par value (liquidation preference: $709,763 at June 30, 2012 and December 31, 2011); Authorized: 2,300 shares; Issued: 2,065 shares at June 30, 2012 and December 31, 2011; Outstanding: 1,774 shares at June 30, 2012 and December 31, 2011	$ 606,468	$ 606,468

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Stockholders' Equity and Non-controlling Interests

6 Months Ended

Jun. 30, 2012

Stockholders' Equity and Non-controlling Interests [Abstract]

Stockholders' Equity and Non-controlling Interests

(6) Stockholders’ Equity and Non-controlling Interests

(a) Preferred Stock

For the three and six months ended June 30, 2012, Series B preferred stock dividends amounted to $5.3 million and $10.6 million, respectively, and for the three and six months ended June 30, 2011, Series B preferred stock dividends amounted to $5.5 million and $11.3 million, respectively, which reduced earnings available to common stockholders for purposes of calculating net income (loss) per common share for each of the respective periods. As of June 30, 2012, $5.3 million Series B preferred stock dividends were accrued. As of July 16, 2012, payments have been made covering all dividend periods through June 30, 2012.

The Series B preferred stock dividends for the three and six months ended June 30, 2012 were paid in cash. The Series B preferred stock dividends for the three and six months ended June 30, 2011 were paid in additional shares of Series B preferred stock.

(b) Share Repurchases

During the first quarter of 2011, we repurchased in the open market and privately-negotiated transactions 183,000 shares of our Series B preferred stock, which were convertible into approximately 1.1 million shares of our common stock, at a cost of approximately $49.4 million, which we paid in cash. The repurchase of the preferred stock at an average cost of $269.84 per preferred share, an amount less than the weighted average fair value of the preferred shares at issuance, resulted in the allocation of $13.7 million of income attributable to common stockholders. Also during the first quarter of 2011, under this same authorization, we completed this repurchase program by repurchasing 16,700 shares of our common stock at a cost of approximately $0.6 million, which we paid in cash.

During the second quarter of 2011, we repurchased in the open market and privately-negotiated transactions, 174,788 shares of our Series B preferred stock, which were convertible into approximately 1.0 million shares of our common stock, at a cost of approximately $49.7 million, which we paid in cash. Also during the second quarter of 2011 and pursuant to the same repurchase program, we repurchased 8,300 shares of our common stock at a cost of approximately $0.3 million, which we paid in cash. The repurchase of the preferred stock at an average cost of $284.28 per preferred share, an amount less than the weighted average fair value of the preferred shares at issuance, resulted in the allocation of $10.2 million of income attributable to common stockholders.

(c) Changes in Stockholder’s Non-Controlling Interests

A summary of the changes in stockholders’ equity and non-controlling interests comprising total equity for the six months ended June 30, 2012 and 2011 is provided below (in thousands):

	Six Months Ended June 30,
	2012									2011
	Total Stockholders’ Equity			Non- controlling Interest			Total Equity			Total Stockholders’ Equity			Non- controlling Interest			Total Equity
Equity, beginning of period	$	2,229,234		$	2,340		$	2,231,574		$	2,575,038		$	2,688		$	2,577,726
Issuance of common stock and warrants in connection with acquisitions		—			—			—			1,000			—			1,000
Exercise of common stock options, warrants and shares issued under employee stock purchase plan		8,697			—			8,697			17,829			—			17,829
Repurchase of common stock		—			—			—			(926	)		—			(926	)
Repurchase of preferred stock		—			—			—			(99,068	)		—			(99,068	)
Preferred stock dividends		(10,646	)		—			(10,646	)		(68	)		—			(68	)
Stock-based compensation related to grants of common stock options		8,242			—			8,242			11,989			—			11,989
Excess tax benefits on exercised stock options		(261	)		—			(261	)		1,704			—			1,704
Purchase of subsidiary shares from non-controlling interests		(35,079	)		—			(35,079	)		—			—			—
Non-controlling interest from acquisitions		—			—			—			—			2,500			2,500
Dividend relating to non-controlling interest		—			—			—			—			(270	)		(270	)
Net income (loss)		(11,701	)		(85	)		(11,786	)		(9,187	)		22			(9,165	)
Total other comprehensive income		287			—			287			45,758			—			45,758
Equity, end of period	$	2,188,773		$	2,255		$	2,191,028		$	2,544,069		$	4,940		$	2,549,009

The following table presents a summary of the changes in redeemable non-controlling interest recorded in the mezzanine section of the balance sheet for the six months ended June 30, 2012. There was no redeemable non-controlling interest during the six months ended June 30, 2011 (in thousands):

	Six Months Ended June 30, 2012
Redeemable non-controlling interest, beginning of period	$	2,497
Purchase of subsidiary shares from non-controlling interest		(2,433	)
Net loss		(64	)
Redeemable non-controlling interest, end of period	$	—

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Net Income (Loss) per Common Share

6 Months Ended

Jun. 30, 2012

Net Income (Loss) per Common Share [Abstract]

Net Income (Loss) per Common Share

(5) Net Income (Loss) per Common Share

The following table sets forth the computation of basic and diluted net income (loss) per common share for the periods presented (in thousands, except per share data):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Numerator:
Net loss	$	(12,879	)	$	(9,442	)	$	(11,850	)	$	(9,165	)
Preferred stock dividends		(5,279	)		(5,515	)		(10,588	)		(11,324	)
Preferred stock repurchase		—			10,248			—			23,936
Less: Net income (loss) attributable to non-controlling interest		36			(40	)		(149	)		22
Net income (loss) available to common stockholders	$	(18,194	)	$	(4,669	)	$	(22,289	)	$	3,425
Denominator:
Weighted-average common shares outstanding — basic		80,375			85,703			80,307			85,536
Effect of dilutive securities:
Stock options		—			—			—			1,253
Warrants		—			—			—			131
Potentially issuable shares of common stock associated with contingent consideration arrangements		—			—			—			112
Weighted-average common shares outstanding — diluted		80,375			85,703			80,307			87,032
Basic net income (loss) per common share attributable to Alere Inc. and Subsidiaries	$	(0.23	)	$	(0.05	)	$	(0.28	)	$	0.04
Diluted net income (loss) per common share attributable to Alere Inc. and Subsidiaries	$	(0.23	)	$	(0.05	)	$	(0.28	)	$	0.04

For the three and six months ended June 30, 2012, anti-dilutive shares of 13.8 million and 13.9 million, respectively, were excluded from the computations of diluted net income (loss) per common share. For the three and six months ended June 30, 2011, anti-dilutive shares of 15.7 million and 14.5 million, respectively, were excluded from the computations of diluted net income (loss) per common share.

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Equity Investments

6 Months Ended

Jun. 30, 2012

Equity Investments [Abstract]

Equity Investments

(17) Equity Investments

We account for the results from our equity investments under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures, based on the percentage of our ownership interest in the business. Our equity investments primarily include the following:

(a) SPD

In May 2007, we completed the formation of SPD, our 50/50 joint venture with P&G for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products, outside the cardiology, diabetes and oral care fields. Upon completion of the arrangement to form SPD, we ceased to consolidate the operating results of our consumer diagnostics business related to SPD. We recorded earnings of $3.3 million and $6.1 million during the three and six months ended June 30, 2012, respectively, and we recorded losses of $0.9 million and $0.5 million during the three and six months ended June 30, 2011, respectively, in equity earnings of unconsolidated entities, net of tax, in our accompanying consolidated statements of operations, which represented our 50% share of SPD’s net income (losses) for the respective periods.

(b) TechLab

In May 2006, we acquired 49% of TechLab, Inc., or TechLab, a privately-held developer, manufacturer and distributor of rapid non-invasive intestinal diagnostics tests in the areas of intestinal inflammation, antibiotic-associated diarrhea and parasitology. We recorded earnings of $0.5 million and $1.2 million during the three and six months ended June 30, 2012, respectively, and we recorded earnings of $0.6 million and $1.2 million during the three and six months ended June 30, 2011, respectively, in equity earnings of unconsolidated entities, net of tax, in our accompanying consolidated statements of operations, which represented our minority share of TechLab’s net income for the respective periods.

Summarized financial information for SPD and TechLab on a combined basis is as follows (in thousands):

Combined Condensed Results of Operations:

	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
Net revenue	$	58,308	$	61,088		$	110,833	$	116,642
Gross profit	$	35,585	$	36,900		$	70,764	$	72,365
Net income (loss) after taxes	$	7,691	$	(550	)	$	14,684	$	1,284

Combined Condensed Balance Sheets:

	June 30, 2012		December 31, 2011
Current assets	$	81,312	$	84,376
Non-current assets		39,651		37,659
Total assets	$	120,963	$	122,035
Current liabilities	$	47,344	$	49,453
Non-current liabilities		7,091		6,326
Total liabilities	$	54,435	$	55,779

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Financial Information by Segment

6 Months Ended

Jun. 30, 2012

Financial Information by Segment [Abstract]

Financial Information by Segment

(13) Financial Information by Segment

Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision-making group is composed of the chief executive officer and members of senior management. Our reportable operating segments are Professional Diagnostics, Health Management, Consumer Diagnostics and Corporate and Other. Our operating results include license and royalty revenue which are allocated to Professional Diagnostics and Consumer Diagnostics on the basis of the original license or royalty agreement.

We evaluate performance of our operating segments based on revenue and operating income (loss). Segment information for the three and six months ended June 30, 2012 and 2011 is as follows (in thousands):

	Professional Diagnostics		Health Management			Consumer Diagnostics		Corporate and Other			Total
Three Months Ended June 30, 2012:
Net revenue	$	540,110	$	138,590		$	21,817	$	—		$	700,517
Operating income (loss)	$	63,251	$	(12,666	)	$	2,699	$	(18,930	)	$	34,354
Depreciation and amortization	$	83,413	$	24,065		$	1,178	$	244		$	108,900
Restructuring charge	$	817	$	539		$	—	$	9		$	1,365
Stock-based compensation	$	—	$	—		$	—	$	4,368		$	4,368
Three Months Ended June 30, 2011:
Net revenue	$	409,074	$	135,572		$	22,539	$	—		$	567,185
Operating income (loss)	$	49,304	$	(15,154	)	$	1,902	$	(19,898	)	$	16,154
Depreciation and amortization	$	72,343	$	27,329		$	1,320	$	149		$	101,141
Restructuring charge	$	2,880	$	6,368		$	—	$	1,050		$	10,298
Stock-based compensation	$	—	$	—		$	—	$	6,181		$	6,181
Six Months Ended June 30, 2012:
Net revenue	$	1,058,467	$	269,374		$	43,805	$	—		$	1,371,646
Operating income (loss)	$	133,430	$	(32,022	)	$	3,064	$	(35,060	)	$	69,412
Depreciation and amortization	$	160,881	$	47,839		$	2,437	$	465		$	211,622
Non-cash charge associated with acquired inventory	$	4,681	$	—		$	—	$	—		$	4,681
Restructuring charge	$	5,611	$	1,256		$	—	$	26		$	6,893
Stock-based compensation	$	—	$	—		$	—	$	8,242		$	8,242
Six Months Ended June 30, 2011:
Net revenue	$	824,886	$	278,635		$	46,128	$	—		$	1,149,649
Operating income (loss)	$	109,566	$	(27,087	)	$	5,263	$	(40,683	)	$	47,059
Depreciation and amortization	$	137,592	$	55,643		$	2,579	$	302		$	196,116
Restructuring charge	$	4,858	$	10,589		$	—	$	1,050		$	16,497
Stock-based compensation	$	—	$	—		$	—	$	11,989		$	11,989
Assets:
As of June 30, 2012	$	5,774,526	$	545,559		$	185,554	$	421,816		$	6,927,455
As of December 31, 2011	$	5,826,756	$	624,305		$	199,422	$	22,218		$	6,672,701

The following tables summarize our net revenue from the professional diagnostics and health management reporting segments by groups of similar products and services for the three and six months ended June 30, 2012 and 2011 (in thousands):

Professional Diagnostics Segment

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Cardiology	$	125,597	$	132,854	$	264,423	$	262,709
Infectious disease		137,821		122,494		288,837		262,920
Toxicology		159,922		88,833		281,662		174,337
Diabetes		36,797		—		64,958		—
Other		76,736		60,034		152,442		114,034
Net product sales and services revenue		536,873		404,215		1,052,322		814,000
License and royalty revenue		3,237		4,859		6,145		10,886
Professional diagnostics net revenue	$	540,110	$	409,074	$	1,058,467	$	824,886

Health Management Segment

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Disease and case management	$	54,512	$	61,222	$	107,894	$	122,677
Wellness		29,567		26,137		56,591		55,942
Women’s & children’s health		31,313		28,466		61,084		57,041
Patient self-testing services		23,198		19,747		43,805		42,975
Health management net revenue	$	138,590	$	135,572	$	269,374	$	278,635

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Long-term Debt

6 Months Ended

Jun. 30, 2012

Long-term Debt [Abstract]

Long-term Debt

(9) Long-term Debt

We had the following long-term debt balances outstanding (in thousands):

	June 30, 2012			December 31, 2011
A term loans (1)	$	901,563		$	917,188
B term loans		918,063			922,688
Incremental B-1 term loans		248,750			250,000
Incremental B-2 term loans		197,587			—
Secured credit facility revolving line-of-credit		47,500			—
3% Senior subordinated convertible notes		150,000			150,000
9% Senior subordinated notes		392,063			391,233
7.875% Senior notes		246,081			245,621
8.625% Senior subordinated notes		400,000			400,000
Other lines-of-credit		12,416			19,603
Other		29,849			32,210
		3,543,872			3,328,543
Less: Current portion		(54,822	)		(61,092	)
	$	3,489,050		$	3,267,451

(1) Includes “A” term loans and “Delayed-Draw” term loans under our secured credit facility.

In connection with our significant long-term debt issuances, we recorded interest expense, including amortization and write-offs of deferred financing costs and original issue discounts, in our consolidated statements of operations for the three and six months ended June 30, 2012 and 2011, respectively, as follows (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
Secured credit facility(1)	$	27,097	$	220		$	49,948	$	220
Former secured credit facility(2)		—		42,203	(3)		—		54,257	(3)
3% Senior subordinated convertible notes		1,246		1,250			2,492		2,496
9% Senior subordinated notes		10,363		9,738			20,717		19,468
7.875% Senior notes		5,755		5,369			11,513		10,734
8.625% Senior subordinated notes		9,275		8,919			18,549		17,827
	$	53,736	$	67,699		$	103,219	$	105,002

(1) Includes “A” term loans, including the “Delayed-Draw” term loans; “B” term loans; “Incremental B-1” term loans; “Incremental B-2” term loans; and revolving line of credit loans. For the three and six months ended June 30, 2012, the amount includes $1.3 million and $2.6 million, respectively, related to the amortization of fees paid for certain debt modifications.

(2) Includes loans under First Lien Credit Agreement and Second Lien Credit Agreement.

(3) Amount includes approximately $29.9 million recorded in connection with the termination of our former secured credit facility and related interest rate swap agreement, coupled with the amortization of fees paid for certain debt modifications.

The following summarizes the material terms of our secured credit facility that have changed significantly since December 31, 2011. All other terms of our secured credit facility as described in our Annual Report on Form 10-K for the year ended December 31, 2011, but omitted below, have not changed since that date.

On March 28, 2012, we and certain of our subsidiaries entered into a third amendment to the credit agreement that governs our secured credit facility, or the credit agreement. The third amendment provides for an additional term loan facility consisting of “Incremental B-2” term loans in the aggregate principal amount of $200.0 million and thereby increases the total amount of the credit available to us under the secured credit facility to $2.55 billion in aggregate principal amount, consisting of term loans in the aggregate principal amount of $2.3 billion and, subject to our continued compliance with the credit agreement, a $250.0 million revolving line of credit; the revolving line of credit continues to include a sublimit for the issuance of letters of credit. On March 28, 2012, we borrowed the entire $200.0 million principal amount of the “Incremental B-2” term loans.

Under the terms of the third amendment, we must repay the principal amount of the “Incremental B-2” term loans in twenty consecutive quarterly installments, beginning on June 30, 2012 (which installments we have paid in full) and continuing through March 31, 2017, in the amount of $0.5 million each, and a final installment on June 30, 2017 in the amount of $190.0 million; notwithstanding the foregoing, and subject to certain exceptions provided for in the credit agreement, in the event that any of our existing 3% senior subordinated convertible notes, 9% senior subordinated notes or 7.875% senior notes remain outstanding on the date that is six months prior to the relevant maturity date thereof, respectively, then the “Incremental B-2” term loans (as well as all other term loans and all revolving credit loans under the secured credit facility) shall instead mature in full on the relevant prior date. Otherwise, the terms and conditions, including the interest rates, that apply to the “Incremental B-2” term loans under the credit agreement are substantially the same as the terms and conditions, including the interest rates, that apply to the existing “B” term loans under the credit agreement.

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Derivative Financial Instruments (Details 1) (Other comprehensive income [Member], USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Summary of fair value of derivative instruments and the effect of derivative instruments in consolidated statements of operations and in accumulated other comprehensive loss
Amount of gain (loss) recognized	$ (652)	$ 232	$ 455	$ 1,849
Interest rate swap contracts [Member]
Summary of fair value of derivative instruments and the effect of derivative instruments in consolidated statements of operations and in accumulated other comprehensive loss
Amount of gain recognized		224		1,841
Foreign currency forward contract [Member]
Summary of fair value of derivative instruments and the effect of derivative instruments in consolidated statements of operations and in accumulated other comprehensive loss
Amount of gain recognized	$ (652)	$ 8	$ 455	$ 8

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Business Combinations

6 Months Ended

Jun. 30, 2012

Business Combinations [Abstract]

Business Combinations

(7) Business Combinations

Acquisitions are accounted for using the acquisition method and the acquired companies’ results have been included in the accompanying consolidated financial statements from their respective date of acquisition. During the three and six months ended June 30, 2012, we expensed acquisition-related costs of $3.8 million and $5.3 million, respectively, in general and administrative expense. During the three and six months ended June 30, 2011, we expensed acquisition-related costs of $1.4 million and $3.3 million, respectively, in general and administrative expense.

Our business acquisitions have historically been made at prices above the fair value of the acquired net assets, resulting in goodwill, based on our expectations of synergies by combining the businesses. These synergies include elimination of redundant facilities, functions and staffing; use of our existing commercial infrastructure to expand sales of the acquired businesses’ products; and use of the commercial infrastructure of the acquired businesses to cost-effectively expand product sales.

Net assets acquired are recorded at their fair value and are subject to adjustment upon finalization of the fair value analysis. We are not aware of any information that indicates the final fair value analysis will differ materially from the preliminary estimates. Determination of the estimated useful lives of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. Amortization of intangible assets with finite lives is recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows. We amortize our finite-lived intangible assets based on patterns on which the respective economic benefits are expected to be realized.

(a) Acquisitions in 2012

(i) eScreen

On April 2, 2012, we acquired eScreen, Inc., or eScreen, headquartered in Overland Park, Kansas, a technology-enabled provider of employment screening solutions for hiring and maintaining healthier and more efficient workforces. The preliminary aggregate purchase price was approximately $316.6 million, which consisted of $272.1 million in cash and a contingent consideration obligation with an aggregate acquisition date fair value of $44.5 million. Included in our consolidated statements of operations for the three and six months ended June 30, 2012 is revenue totaling approximately $40.7 million related to eScreen. The operating results of eScreen are included in our professional diagnostics reporting unit and business segment. The amount allocated to goodwill from this acquisition is not deductible for tax purposes.

(ii) Other acquisitions in 2012

During the six months ended June 30, 2012, we acquired the following businesses for a preliminary aggregate purchase price of $32.8 million, which included cash payments totaling $31.8 million and a contingent consideration obligation with an aggregate acquisition date fair value of $1.0 million.

• Reatrol Comercializacao De Produtos De Saude, LDA, subsequently renamed Alere Lda, located in Vila Nova de Gaia, Portugal, a distributor of products for drugs of abuse testing (Acquired January 2012)

• Kullgren Holding AB, or Kullgren, located in Gensta, Sweden, a company that manufactures and distributes high quality intimacy and pharmaceutical products (Acquired February 2012)

• Wellogic ME FZ-LLC, or Wellogic UAE, located in Dubai, United Arab Emirates, a company that provides development services to Alere Wellogic, LLC, which acquired the assets of Method Factory, Inc. (d/b/a Wellogic), or Wellogic, in December 2011 (Acquired February 2012)

• certain assets, primarily including customer and patient lists, of AmMed Direct LLC, or AmMed, located near Nashville, Tennessee, a privately-owned mail-order provider of home-diabetes testing products and supplies (Acquired March 2012)

The operating results of Alere Lda and AmMed are included in our professional diagnostics reporting unit and business segment. The operating results of Wellogic UAE are included in our health management reporting unit and business segment. The operating results of Kullgren are included in our consumer diagnostics reporting unit and business segment.

Our consolidated statements of operations for the three and six months ended June 30, 2012 included revenue totaling approximately $10.6 million and $11.9 million, respectively, related to these businesses. Goodwill has been recognized in all of the acquisitions and amounted to approximately $10.2 million. Goodwill related to the acquisition of AmMed, which totaled $7.5 million, is deductible for tax purposes. The goodwill related to the remaining 2012 acquisitions is not deductible for tax purposes.

A summary of the preliminary fair values of the net assets acquired for the acquisitions consummated during the six months ended June 30, 2012 is as follows (in thousands):

	eScreen		Other		Total
Current assets (1)	$	32,858	$	2,177	$	35,035
Property, plant and equipment		5,664		1,552		7,216
Goodwill		165,832		10,228		176,060
Intangible assets		221,000		26,875		247,875
Other non-current assets		480		—		480
Total assets acquired		425,834		40,832		466,666
Current liabilities		22,658		1,721		24,379
Non-current liabilities		86,558		6,330		92,888
Total liabilities assumed		109,216		8,051		117,267
Net assets acquired		316,618		32,781		349,399
Less:
Contingent consideration		44,500		1,000		45,500
Cash paid	$	272,118	$	31,781	$	303,899

(1) Includes cash acquired of approximately $2.0 million.

The following are the intangible assets acquired and their respective fair values and weighted-average useful lives (dollars in thousands):

	eScreen		Other		Total		Weighted- average Useful Life
Core technology and patents	$	93,200	$	8,403	$	101,603		22.3 years
Trademarks and trade names		17,300		530		17,830		19.5 years
Customer relationships		95,500		17,942		113,442		20.4 years
Other		15,000		—		15,000		10.0 years
Total intangible assets	$	221,000	$	26,875	$	247,875

(b) Acquisitions in 2011

During 2011, we acquired the following businesses for a preliminary aggregate purchase price of $787.4 million, which included cash payments totaling $603.7 million, 831,915 shares of our common stock with an acquisition date fair value of $16.2 million, a previously-held investment with a fair value totaling $113.2 million, contingent consideration obligations with an aggregate acquisition date fair value of $48.7 million, deferred purchase price consideration with an acquisition date fair value of $4.2 million and a fair value of $1.5 million in debt forgiveness.

• 90% interest in BioNote, Inc., or BioNote, headquartered in South Korea, a manufacturer of diagnostic products for the veterinary industry (Acquired January 2011). We previously owned a 10% interest in BioNote.

• assets, including domain name, of Pregnancy.org, LLC, or Pregnancy.org, a U.S.-based company providing a website for preconception, pregnancy and newborn care content, tools and sharing (Acquired January 2011)

• Home Telehealth Limited, subsequently renamed Alere Connected Health Limited, or Alere Connected Health, located in Cardiff, Wales, a company that focuses on delivering integrated, comprehensive services and programs to health and social care providers and insurers (Acquired February 2011)

• Bioeasy Diagnostica Ltda., or Bioeasy, located in Belo Horizonte, Brazil, a company that markets and sells rapid diagnostic tests and systems for laboratory diagnosis, prevention and monitoring of immunological diseases and fertility (Acquired March 2011)

• 80.92% interest in Standing Stone, Inc., or Standing Stone, located in Westport, Connecticut, a company that focuses on disease state management by enhancing the quality of care provided to patients who require long-term therapy for chronic disease management (Acquired May 2011). During May 2012, we acquired the remaining 19.08% interest in Standing Stone.

• certain assets, rights, liabilities and properties of Drug Detection Devices, Inc., or 3DL, located in Alpharetta, Georgia, a distributor that promotes, markets, distributes and sells drugs of abuse diagnostic products, including consumables, point-of-care diagnostic kits and related products and services (Acquired July 2011)

• Colibri Medical AB, or Colibri, located in Helsingborg, Sweden, a distributor of point-of-care drugs of abuse diagnostic products primarily to the Scandinavian marketplace (Acquired July 2011)

• Laboratory Data Systems, Inc., or LDS, located in Tampa, Florida, a provider of healthcare software products, services, consulting and solutions (Acquired August 2011)

• certain assets, liabilities and properties of Abatek Medical LLC, or Abatek, located in Dover, New Hampshire, a distributor that promotes, markets, distributes and sells drugs of abuse diagnostic products, including consumables, point-of-care diagnostic kits and related products and services (Acquired September 2011)

• Forensics Limited, or ROAR, located in Worcestershire, United Kingdom, a company that provides forensic quality toxicology services across the United Kingdom (Acquired September 2011)

• Mahsan Diagnostika Vertriebsgesellschaft mbH, or Mahsan, located in Reinbek, Germany, a distributor of in vitro diagnostic drugs of abuse products primarily to the German marketplace (Acquired October 2011)

• Avee Laboratories Inc. and related companies, which we refer to collectively as Avee, located in Tampa, Florida, a privately-owned provider of drug testing services in the field of pain management (Acquired October 2011)

• Medical Automation Systems Inc., or MAS, located in Charlottesville, Virginia, a provider of network-based software solutions for point-of-care testing (Acquired October 2011)

• Axis-Shield plc, or Axis-Shield, located in Dundee, Scotland, a U.K. publicly traded company focused on the development and manufacture of in vitro diagnostic tests for use in clinical laboratories and at the point of care (Acquired November 2011)

• certain assets and properties of 1 Medical Distribution, Inc., or 1 Medical, located in Worthington, Ohio, a distributor that promotes, markets, distributes and sells drugs of abuse diagnostic products, including consumables, point-of-care diagnostic kits and related products and services (Acquired November 2011)

• Arriva Medical LLC, or Arriva, located in Coral Springs, Florida, a privately-owned mail-order provider of home-diabetes testing products and supplies (Acquired November 2011)

• Wellogic, headquartered in Waltham, Massachusetts, a provider of software solutions designed to connect the healthcare community (Acquired December 2011)

The operating results of BioNote, Bioeasy, 3DL, Colibri, LDS, Abatek, ROAR, Mahsan, Avee, MAS, Axis-Shield, 1 Medical and Arriva are included in our professional diagnostics reporting unit and business segment. The operating results of Pregnancy.org, Alere Connected Health, Standing Stone and Wellogic are included in our health management reporting unit and business segment.

Our consolidated statements of operations for the three and six months ended June 30, 2011 included revenue totaling approximately $6.7 million and $9.7 million, respectively, related to these businesses. Goodwill has been recognized in all of the acquisitions, with the exception of 1 Medical, and amounted to approximately $363.0 million. Goodwill related to the acquisitions of Pregnancy.org, 3DL, Abatek, LDS and Wellogic, which totaled $32.3 million, is expected to be deductible for tax purposes. The goodwill related to the remaining 2011 acquisitions is not expected to be deductible for tax purposes.

A summary of the preliminary fair values of the net assets acquired for the acquisitions consummated in 2011 is as follows (in thousands):

Current assets (1)	$	134,120
Property, plant and equipment		68,474
Goodwill		363,039
Intangible assets		416,624
Other non-current assets		27,679
Total assets acquired		1,009,936
Current liabilities		90,209
Non-current liabilities		129,810
Total liabilities assumed		220,019
Less:
Fair value of non-controlling interest		2,500
Net assets acquired		787,417
Less:
Fair value of previously-held equity investment		113,168
Contingent consideration		48,685
Fair value of common stock issued		16,183
Loan forgiveness		1,489
Deferred purchase price consideration		4,170
Cash paid	$	603,722

(1) Includes cash acquired of approximately $23.2 million.

The following are the intangible assets acquired and their respective fair values and weighted-average useful lives (dollars in thousands):

	Amount		Weighted- Average Useful Life
Core technology and patents	$	76,659		10.1 years
Database		64		3.0 years
Trademarks and trade names		14,197		10.1 years
Customer relationships		243,725		12.3 years
Non-compete agreements		8,306		5.3 years
Software		7,400		10.9 years
Other		7,767		15.6 years
In-process research and development		58,506		N/A
Total intangible assets	$	416,624

(c) Restructuring Plans of Acquisitions

In connection with several of our acquisitions consummated during 2008 and prior, we initiated integration plans to consolidate and restructure certain functions and operations, including the costs associated with the termination of certain personnel of these acquired entities and the closure of certain of the acquired entities’ leased facilities. These costs have been recognized as liabilities assumed in connection with the acquisition of these entities and are subject to potential adjustments as certain exit activities are refined. The following table summarizes the liabilities established for exit activities related to these acquisitions and the total exit costs incurred since inception of each plan (in thousands):

	Balance at December 31, 2011		Adjustments to the Reserve (1)			Amounts Paid			Balance at June 30, 2012		Exit Costs Since Inception
Acquisition of Matria Healthcare, Inc.:
Severance-related costs	$	68	$	—		$	—		$	68	$	13,664
Facility costs		395		(111	)		(71	)		213		4,674
Total costs for Matria Healthcare, Inc.		463		(111	)		(71	)		281		18,338
Acquisition of Cholestech Corporation:
Severance-related costs		—		—			—			—		5,845
Facility costs		1,304		—			(112	)		1,192		2,732
Total costs for Cholestech Corporation		1,304		—			(112	)		1,192		8,577
Total costs for all plans	$	1,767	$	(111	)	$	(183	)	$	1,473	$	26,915

(1) These adjustments resulted in a change in the aggregate purchase price and related goodwill for each related acquisition.

Of the total $1.5 million liability outstanding as of June 30, 2012, $0.5 million is included in accrued expenses and other current liabilities and $1.0 million is included in other long-term liabilities.

Although we believe our plans and estimated exit costs for our acquisitions are reasonable, actual spending for exit activities may differ from current estimated exit costs.

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Restructuring Plans

6 Months Ended

Jun. 30, 2012

Restructuring Plans [Abstract]

Restructuring Plans

(8) Restructuring Plans

The following table sets forth aggregate restructuring charges recorded in our consolidated statements of operations for the three and six months ended June 30, 2012 and 2011 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
Statement of Operations Caption	2012		2011		2012		2011
Cost of net revenue	$	25	$	880	$	989	$	2,230
Research and development		14		416		638		434
Sales and marketing		200		1,862		1,027		2,874
General and administrative		1,126		7,140		4,239		10,959
Total operating expenses		1,365		10,298		6,893		16,497
Interest expense, including amortization of original issue discounts and deferred financing costs		50		73		110		122
Equity earnings of unconsolidated entities, net of tax		—		142		—		335
Total charges	$	1,415	$	10,513	$	7,003	$	16,954

(a) 2012 Restructuring Plans

In 2012, management developed cost reduction efforts within our professional diagnostics business segment, including the integration of our businesses in Brazil. Additionally, management developed new plans to continue our efforts to reduce costs within our health management business segment. The following table summarizes the restructuring activities related to our 2012 restructuring plans for the three and six months ended June 30, 2012 (in thousands):

	Three Months Ended June 30, 2012
	Professional Diagnostics		Health Management			Total
Severance-related costs	$	345	$	422		$	767
Facility and transition costs		—		125			125
Cash charges		345		547			892
Other non-cash charges		—		(5	)		(5	)
Total charges	$	345	$	542		$	887

	Six Months Ended June 30, 2012
	Professional Diagnostics		Health Management		Total
Severance-related costs	$	2,318	$	1,219	$	3,537
Facility and transition costs		—		125		125
Cash charges		2,318		1,344		3,662
Other non-cash charges		—		—		—
Total charges	$	2,318	$	1,344	$	3,662

We anticipate incurring approximately $0.2 million in additional costs under our 2012 restructuring plan related to our professional diagnostics business segment in Brazil and may develop additional plans over the remainder of 2012. As of June 30, 2012, $1.5 million in severance and exit costs remain unpaid.

(b) 2011 Restructuring Plans

In 2011, management executed a company-wide cost reduction plan, which impacted our corporate and other business segment, as well as the health management and professional diagnostics business segments. Management also developed plans within our professional diagnostics business segment to consolidate operating activities among certain of our European and Asia Pacific subsidiaries, including transferring the manufacturing of our Panbio products from Australia to our Standard Diagnostics facility in South Korea. Additionally, within our health management business segment, management executed plans to further reduce costs and improve efficiencies, as well as cease operations at our GeneCare Medical Genetics Center, Inc., or GeneCare, facility in Chapel Hill, North Carolina, and transfer the majority of our Quality Assured Services, Inc. operation in Orlando, Florida to our facility in Livermore, California. The following table summarizes the restructuring activities related to our 2011 restructuring plans for the three and six months ended June 30, 2012 and 2011 and since inception (in thousands):

Professional Diagnostics

	Three Months Ended June 30,				Six Months Ended June 30,				Since
	2012		2011		2012		2011		Inception
Severance-related costs	$	310	$	2,564	$	2,275	$	3,601	$	14,322
Facility and transition costs		85		—		734		—		1,095
Cash charges		395		2,564		3,009		3,601		15,417
Fixed asset and inventory impairments		—		92		134		616		793
Total charges	$	395	$	2,656	$	3,143	$	4,217	$	16,210

Health Management

	Three Months Ended June 30,					Six Months Ended June 30,					Since
	2012			2011		2012			2011		Inception
Severance-related costs	$	—		$	945	$	—		$	2,192	$	2,254
Facility and transition costs		(3	)		3,807		(89	)		3,807		6,252
Other exit costs		19			—		44			—		138
Cash charges		16			4,752		(45	)		5,999		8,644
Fixed asset and inventory impairments		85			804		85			804		949
Intangible asset impairments		—			—		—			2,935		2,935
Other non-cash charges		—			812		—			812		761
Total charges	$	101		$	6,368	$	40		$	10,550	$	13,289

Corporate and Other

	Three Months Ended June 30,				Six Months Ended June 30,				Since
	2012		2011		2012		2011		Inception
Severance-related costs	$	9	$	1,048	$	26	$	1,048	$	1,219
Cash charges		9		1,048		26		1,048		1,219
Fixed asset and inventory impairments		—		2		—		2		3
Total charges	$	9	$	1,050	$	26	$	1,050	$	1,222

We anticipate incurring approximately $2.9 million in additional costs under these plans related to our professional diagnostics business segment, primarily related to severance and facility exit costs, and may also incur impairment charges on assets as plans are finalized. We anticipate incurring approximately $1.0 million in additional costs under these plans related to our health management business segment, primarily related to facility lease obligations through 2014. As of June 30, 2012, $3.0 million in cash charges remain unpaid.

(c) 2010 and 2008 Restructuring Plans

In 2010, management developed several plans to reduce costs and improve efficiencies within our health management and professional diagnostics business segments. In May 2008, management decided to close our facility located in Bedford, England and initiated steps to cease operations at this facility and transition the manufacturing operations principally to our manufacturing facilities in Shanghai and Hangzhou, China. Additionally in 2008, management developed and initiated plans to transition the businesses of Cholestech to our San Diego, California facility. The following table summarizes the restructuring activities related to these restructuring plans for the three and six months ended June 30, 2012 and 2011 and since inception (in thousands):

Professional Diagnostics

	Three Months Ended June 30,				Six Months Ended June 30,				Since
	2012		2011		2012		2011		Inception
Severance-related costs	$	—	$	43	$	—	$	78	$	8,897
Facility and transition costs		76		181		150		563		8,462
Other exit costs		17		37		36		46		4,454
Cash charges		93		261		186		687		21,813
Fixed asset and inventory impairments		—		—		—		—		10,309
Total charges	$	93	$	261	$	186	$	687	$	32,122

Health Management

	Three Months Ended June 30,					Six Months Ended June 30,					Since
	2012			2011		2012			2011		Inception
Severance-related costs	$	—		$	—	$	—		$	—	$	4,647
Facility and transition costs		(84	)		—		(84	)		39		2,392
Other exit costs		14			36		30			76		318
Cash charges		(70	)		36		(54	)		115		7,357
Fixed asset and inventory impairments		—			—		—			—		165
Total charges	$	(70	)	$	36	$	(54	)	$	115	$	7,522

We anticipate incurring an additional $1.6 million in facility lease obligation charges related to the Cholestech plan through 2017 and do not anticipate incurring significant additional charges under the other plans. As of June 30, 2012, $1.2 million in facility related costs remain unpaid.

In addition to the restructuring charges discussed above, certain charges associated with the Bedford facility closure were borne by SPD, our 50/50 joint venture with the Procter & Gamble Company, or P&G. Of the restructuring charges recorded by SPD, 50% has been included in equity earnings of unconsolidated entities, net of tax, in our consolidated statement of operations. The following table summarizes the 50% portion of the restructuring charges borne by SPD and included in equity earnings of unconsolidated entities, net of tax, for the three and six months ended June 30, 2011 and since inception (in thousands):

	Three Months Ended June 30, 2011		Six Months Ended June 30, 2011		Since Inception
Severance-related costs	$	19	$	30	$	5,797
Facility and transition costs		123		233		5,396
Other exit costs		—		—		283
Cash charges		142		263		11,476
Fixed asset and inventory impairments		—		72		4,635
Total charges included in equity earnings of unconsolidated entities, net of tax	$	142	$	335	$	16,111

We do not anticipate incurring significant additional restructuring charges under this plan.

(e) Restructuring Reserves

The following table summarizes our restructuring reserves related to the plans described above, of which $4.3 million is included in accrued expenses and other current liabilities and $1.4 million is included in other long-term liabilities on our consolidated balance sheets (in thousands):

	Severance- related Costs			Facility and Transition Costs			Other Exit Costs			Total
Balance, December 31, 2011	$	3,380		$	5,215		$	593		$	9,188
Cash charges		5,838			836			110			6,784
Payments		(6,827	)		(3,030	)		(122	)		(9,979	)
Currency adjustments		(248	)		(3	)		—			(251	)
Balance, June 30, 2012	$	2,143		$	3,018		$	581		$	5,742

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Derivative Financial Instruments

6 Months Ended

Jun. 30, 2012

Derivative Financial Instruments [Abstract]

Derivative Financial Instruments

(10) Derivative Financial Instruments

We manage our economic and transaction exposure to certain market-based risks through the use of derivative instruments. Our objective for holding derivative instruments has been to reduce volatility of net earnings and cash flows associated with changes in interest rates and foreign currency exchange rates. We do not hold or issue derivative financial instruments for speculative purposes.

(a) Interest Rate Risk

We used interest rate swap contracts in the management of our interest rate exposure related to our former secured credit facility. On June 30, 2011, we entered into a new secured credit facility and, in connection therewith, repaid in full all outstanding indebtedness under and terminated our former secured credit facility and related interest rate swaps.

(b) Foreign Currency Risk

In connection with our acquisition of Axis-Shield, we acquired a number of foreign currency forward contracts. The specific risk hedged in these contracts is the undiscounted foreign currency spot rate risk on forecasted foreign currency revenue. As of June 30, 2012 and December 31, 2011, the notional value of these contracts was approximately $1.9 million and CHF 1.2 million and $16.6 million and CHF 5.4 million, respectively. We report the effective portion of the gain or loss on a cash flow hedge as a component of other comprehensive income, and it is subsequently reclassified into net earnings in the period in which the hedged transaction affects net earnings or the forecasted transaction is no longer probable of occurring.

The following tables summarize the fair value of our derivative instruments and the effect of derivative instruments on/in our accompanying consolidated balance sheets and consolidated statements of operations (in thousands):

Derivative Instruments	Balance Sheet Caption	Fair Value at June  30, 2012		Fair Value at December  31, 2011
Foreign currency forward contracts	Accrued expenses and other current liabilities	$	10	$	447

Derivative Instruments	Location of Gain (Loss) Recognized in Income	Amount of Loss  Recognized During the Three Months Ended June 30, 2012			Amount of Gain  Recognized During the Three Months Ended June 30, 2011
Foreign exchange forward contract	Other comprehensive income (loss)	$	(652	)	$	8
Interest rate swap contracts	Other comprehensive income (loss)		—			224
Total gain (loss)	Other comprehensive income (loss)	$	(652	)	$	232

Derivative Instruments	Location of Gain Recognized in Income	Amount of Gain  Recognized   During the Six   Months Ended June 30, 2012		Amount of Gain  Recognized   During the Six   Months Ended June 30, 2011
Foreign exchange forward contract	Other comprehensive income (loss)	$	455	$	8
Interest rate swap contracts	Other comprehensive income (loss)		—		1,841
Total gain	Other comprehensive income (loss)	$	455	$	1,849

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Fair Value Measurements (Details Textual) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Fair Value Measurements (Textual) [Abstract]
Carrying amount	$ 3,543,872,000	$ 3,328,543,000
Estimated fair value of our long-term debt	$ 3,300,000,000	$ 3,300,000,000

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Financial Information by Segment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Operating performance by segment
Net revenue	$ 700,517	$ 567,185	$ 1,371,646	$ 1,149,649
Operating income (loss)	34,354	16,154	69,412	47,059
Depreciation and amortization	108,900	101,141	211,622	196,116
Non cash charges associated with acquired inventory			4,681
Restructuring charges	1,365	10,298	6,784	16,497
Stock-based compensation	4,368	6,181	8,242	11,989
Assets	6,927,455		6,927,455		6,672,701
Professional Diagnostics [Member]
Operating performance by segment
Net revenue	540,110	409,074	1,058,467	824,886
Operating income (loss)	63,251	49,304	133,430	109,566
Depreciation and amortization	83,413	72,343	160,881	137,592
Non cash charges associated with acquired inventory			4,681
Restructuring charges	817	2,880	5,611	4,858
Assets	5,774,526		5,774,526		5,826,756
Health Management [Member]
Operating performance by segment
Net revenue	138,590	135,572	269,374	278,635
Operating income (loss)	(12,666)	(15,154)	(32,022)	(27,087)
Depreciation and amortization	24,065	27,329	47,839	55,643
Restructuring charges	539	6,368	1,256	10,589
Assets	545,559		545,559		624,305
Consumer Diagnostics [Member]
Operating performance by segment
Net revenue	21,817	22,539	43,805	46,128
Operating income (loss)	2,699	1,902	3,064	5,263
Depreciation and amortization	1,178	1,320	2,437	2,579
Assets	185,554		185,554		199,422
Corporate and Other [Member]
Operating performance by segment
Operating income (loss)	(18,930)	(19,898)	(35,060)	(40,683)
Depreciation and amortization	244	149	465	302
Restructuring charges	9	1,050	26	1,050
Stock-based compensation	4,368	6,181	8,242	11,989
Assets	$ 421,816		$ 421,816		$ 22,218

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Fair Value Measurements (Details 1) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Changes in the fair value of contingent consideration obligations
Fair value of contingent consideration obligations, January 1, 2012	$ 140,047
Acquisition date fair value of contingent consideration obligations recorded	45,500
Foreign currency	89
Payments	(10,472)
Present value accretion	9,052
Adjustments, net (income) expense	(10,689)
Fair value of contingent consideration obligations, June 30,2012	$ 173,527

XML

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2012

Fair Value Measurements [Abstract]

Fair value assets and liabilities measured on recurring basis, valuation techniques

Description	June 30,  2012		Quoted Prices in Active  Markets (Level 1)		Significant Other Observable  Inputs (Level 2)		Unobservable Inputs (Level  3)
Assets:
Marketable securities	$	3,903	$	3,903	$	—	$	—
Total assets	$	3,903	$	3,903	$	—	$	—
Liabilities:
Foreign exchange forward contracts  (1)		10		—		10		—
Contingent consideration obligations  (2)	$	173,527	$	—	$	—	$	173,527
Total liabilities	$	173,537	$	—	$	10	$	173,527

Description	December 31, 2011		Quoted Prices in Active  Markets (Level 1)		Significant Other Observable  Inputs (Level 2)		Unobservable Inputs (Level  3)
Assets:
Marketable securities	$	3,340	$	3,340	$	—	$	—
Total assets	$	3,340	$	3,340	$	—	$	—
Liabilities: Foreign exchange forward contracts (1)	$	447	$	—	$	447	$	—
Contingent consideration obligations (2)		140,047		—		—		140,047
Total liabilities	$	140,494	$	—	$	447	$	140,047

Changes in the fair value of contingent consideration obligations

Fair value of contingent consideration obligations, January 1, 2012	$	140,047
Acquisition date fair value of contingent consideration obligations recorded		45,500
Foreign currency		89
Payments		(10,472	)
Present value accretion		9,052
Adjustments, net (income) expense		(10,689	)
Fair value of contingent consideration obligations, June 30, 2012	$	173,527

XML

Business Combinations (Details Textual) (USD $)	3 Months Ended		6 Months Ended				3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended						3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Apr. 02, 2012	Dec. 31, 2011	Jun. 30, 2012 Acquisition 2012 [Member]	Jun. 30, 2012 Acquisition 2012 [Member]	Jun. 30, 2011 Acquisition 2011 [Member]	Jun. 30, 2012 Acquisition 2011 [Member]	Jun. 30, 2011 Acquisition 2011 [Member]	Apr. 02, 2012 Acquisition 2011 [Member]	Jun. 30, 2012 Standing Stone [Member]	May 31, 2012 Standing Stone [Member]	Jun. 30, 2012 Bio Note [Member]	Jun. 30, 2012 E Screen [Member]	Jun. 30, 2012 E Screen [Member]
Business Acquisition [Line Items]
Preliminary aggregate purchase price					$ 316,600,000		$ 32,800,000	$ 32,800,000	$ 787,400,000		$ 787,400,000
Business Combinations Revenue ,total							40,700,000			40,700,000
Total cash payments	303,899,000		303,899,000			603,722,000	31,800,000	31,800,000				603,700,000	5,500,000			272,100,000	272,100,000
Common stock											831,915
Aggregate acquisition date fair value of common stock								44.5			48.7
Acquisition date fair value investments	45,500,000		45,500,000			48,685,000	1,000,000	1,000,000	16,200,000		16,200,000
Fair value of previously held investments		113,200,000		113,200,000
Present value of deferred purchase price consideration						4,170,000			4,200,000		4,200,000
Liability outstanding	1,500,000		1,500,000
Accrued expenses	500,000		500,000
Other current liabilities	1,100,000		1,100,000
Goodwill	176,060,000		176,060,000			363,039,000	10,200,000	10,200,000	360,500,000		360,500,000
Goodwill deductible for tax purposes							7,500,000	7,500,000	32,300,000		32,300,000
Cash acquired							2,000,000	2,000,000		23,200,000
Total revenue related to acquisition				9,700,000			10,600,000	11,900,000	6,700,000	23,200,000						40,700,000	40,700,000
Percentage of ownership acquired													80.92%	19.08%	90.00%
Percentage of incremental ownership interest															10.00%
Debt forgiveness									1,500,000		1,500,000
Business Combinations (Textual) [Abstract]
General and administrative expense related to acquisition	$ 3,800,000	$ 1,400,000	$ 5,300,000	$ 3,300,000

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Material Contingencies and Legal Settlements

6 Months Ended

Jun. 30, 2012

Material Contingencies and Legal Settlements [Abstract]

Material Contingencies and Legal Settlements

(15) Material Contingencies and Legal Settlements

(a) Legal Proceedings

We are not a party to any pending legal proceedings that we currently believe could have a material adverse impact on our sales, operations or financial performance. However, because of the nature of our business, we may be subject at any particular time to lawsuits or other claims arising in the ordinary course of our business, and we expect that this will continue to be the case in the future.

(b) Acquisition-related Contingent Consideration Obligations

The following summarizes our principal contractual acquisition-related contingent consideration obligations as of June 30, 2012 that have changed significantly since December 31, 2011. Other acquisition-related contingent consideration obligations that were presented in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2011, but which are omitted below, represent those that have not changed significantly since that date.

• AmMed

With respect to AmMed, the terms of the acquisition agreement require us to pay an earn-out upon successfully meeting certain operational targets within six months of the acquisition date. The maximum amount of the earn-out payment is $2.0 million.

• Capital Toxicology

The initial terms of the acquisition agreement for Capital Toxicology, LLC, provided for an earn-out calculated based on the amount, if any, by which EBITDA derived from the acquired business exceeded specified targets during each of the calendar years 2011 and 2012. A portion of the earn-out for the 2011 calendar year totaling approximately $2.1 million was earned and accrued as of December 31, 2011. During the first quarter of 2012, the acquisition agreement was modified to base the earn-out on the excess of actual cash collections for 2011 sales over 2011 expenses rather than EBITDA. This new criteria resulted in an incremental $2.9 million accrual related to the earn-out for the 2011 calendar year based on cash collections through March 31, 2011. $4.1 million was paid in respect of the earn-out for the 2011 calendar year during the second quarter of 2012. An additional payment may be made based on incremental cash collections for 2011 sales received prior to August 31, 2012. The maximum potential remaining amount of the earn-out payments for both the 2011 and 2012 calendar years is approximately $11.9 million.

• eScreen

With respect to eScreen, the terms of the acquisition agreement require us to pay earn-outs upon successfully meeting certain financial targets during calendar years 2012 through 2014. The maximum amount of the earn-out payments is $70.0 million.

• Standing Stone

With respect to Standing Stone, the terms of the acquisition agreement require us to pay earn-outs and employee bonuses upon successfully meeting certain operational, product development and revenue targets during the period from the date of acquisition through calendar year 2013. A cash earn-out payment totaling approximately $5.5 million and employee bonus payments totaling approximately $0.3 million for the achievement of the first two milestones were made during the second quarter of 2012. The maximum remaining amount of the earn-out payments is approximately $5.5 million. The maximum remaining amount of the employee bonuses is $0.3 million.

(c) Acquisition-related Obligations

• Standing Stone

Under the terms of the acquisition agreement we acquired the remaining 19.08% of the issued and outstanding capital stock of Standing Stone, the holders of which were officers and employees of Standing Stone, in May 2012 for an aggregate purchase price of approximately $2.6 million.

(d) FDA Inspection and Office of Inspector General Subpoena

In March 2012, the Food & Drug Administration, or FDA, began an inspection of our San Diego facility related to our Alere Triage products. During the inspection, the FDA expressed concern about the alignment between certain aspects of our labeling for the Alere Triage products and the quality control release specifications that had been in effect prior to the inspection. As a result and as previously disclosed, we implemented two recalls of Alere Triage products during the second quarter of 2012. We also implemented interim quality control release methods and agreed to implement final, tighter quality control release methods by September 30, 2012. In June 2012, the FDA closed the inspection, and we received inspectional observations on FDA Form 483. We have provided the FDA with a written response to the 483 that describes proposed actions for resolving each of the inspectional observations. We have already completed a number of these actions and are working to implement the others. In addition, we are in the process of implementing product and process changes which we hope will ultimately improve manufacturing yield rates under both the interim release specifications which we have been shipping against since early April 2012, and the final release specifications which have not yet been determined. Because our average manufacturing yields under the interim release standards for certain Alere Triage meter-based products, most notably our cardiac panel and toxicology tests, have generally been lower than our average yields under previous standards, we have increased production substantially in order to increase the available supply of those products. These efforts have increased our manufacturing costs, and we expect that our costs will continue to increase as we prepare to meet the final release specifications due to be implemented by September 30, 2012. We expect to continue to experience supply constraints and increased manufacturing costs during the remainder of 2012 despite our increases in production.

Also, in May 2012, we received a subpoena from the Office of Inspector General of the Department of Health and Human Services. The subpoena seeks documents relating primarily to the quality control testing and performance characteristics of Alere Triage products. We are cooperating with the government and are in the process of responding to the subpoena.

We are unable to predict when these matters will be resolved or what action, if any, the government will take in connection with these matters. Also, except for anticipated increases in manufacturing costs and decreased profitability for our Alere Triage products, we are unable to predict what impact, if any, these matters or ensuing proceedings, if any, will have on our financial condition, results of operations or cash flows.

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Inventories (Tables)

6 Months Ended

Jun. 30, 2012

Inventories [Abstract]

Inventories are stated at the lower of cost (first in, first out) or market

	June 30, 2012		December 31, 2011
Raw materials	$	99,034	$	92,844
Work-in-process		77,945		72,939
Finished goods		139,918		154,486
	$	316,897	$	320,269

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Business Combinations (Details 1) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Acquired Intangible Assets [Abstract]
In-process research and development		$ 58,506
Total intangible assets	247,875	416,624
eScreen [Member]
Acquired Intangible Assets [Abstract]
Total intangible assets	221,000
Other business combination [Member]
Acquired Intangible Assets [Abstract]
Total intangible assets	26,875
Core technology and patents [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	101,603	76,659
Weighted Average Useful Life	22 years 3 months 18 days	10 years 1 month 6 days
Core technology and patents [Member] | eScreen [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	93,200
Core technology and patents [Member] | Other business combination [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	8,403
Database [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount		64
Weighted Average Useful Life		3 years
Trademarks and trade names [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	17,830	14,197
Weighted Average Useful Life	19 years 6 months	10 years 1 month 6 days
Trademarks and trade names [Member] | eScreen [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	17,300
Trademarks and trade names [Member] | Other business combination [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	530
Customer Relationships [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	113,442	243,725
Weighted Average Useful Life	20 years 4 months 24 days	12 years 3 months 18 days
Customer Relationships [Member] | eScreen [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	95,500
Customer Relationships [Member] | Other business combination [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	17,942
Non-compete Agreements [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount		8,306
Weighted Average Useful Life		5 years 3 months 18 days
Software [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount		7,400
Weighted Average Useful Life		10 years 10 months 24 days
Other [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	15,000	7,767
Weighted Average Useful Life	10 years	15 years 7 months 6 days
Other [Member] | eScreen [Member]
Acquired Intangible Assets [Abstract]
Acquired finite-lived intangible asset, amount	$ 15,000

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Inventories, net:
Raw materials	$ 99,034	$ 92,844
Work-in-process	77,945	72,939
Finished goods	139,918	154,486
Inventories, net	$ 316,897	$ 320,269

XML

Consolidated Balance Sheets (Parenthetical) (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Consolidated Balance Sheets [Abstract]
Allowances for accounts receivable	$ 31,625	$ 24,577
Series B preferred stock, par value	$ 0.001	$ 0.001
Series B preferred stock, liquidation preference	$ 709,763	$ 709,763
Series B preferred stock, shares authorized	2,300	2,300
Series B preferred stock, shares issued	2,065	2,065
Series B preferred stock, shares outstanding	1,774	1,774
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	200,000	200,000
Common stock, shares issued	88,099	87,647
Common stock, shares outstanding	80,420	79,968
Treasury stock, shares	7,679	7,679

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Stock-based Compensation

6 Months Ended

Jun. 30, 2012

Stock-based Compensation [Abstract]

Stock-based Compensation

(4) Stock-based Compensation

We recorded stock-based compensation expense in our consolidated statements of operations for the three and six months ended June 30, 2012 and 2011, respectively, as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Cost of sales	$	263		$	366		$	532		$	716
Research and development		856			1,191			1,627			2,136
Sales and marketing		913			1,209			1,830			2,168
General and administrative		2,336			3,415			4,253			6,969
		4,368			6,181			8,242			11,989
Benefit for income taxes		(874	)		(1,304	)		(1,415	)		(2,590	)
	$	3,494		$	4,877		$	6,827		$	9,399

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Long-term Debt (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Mar. 28, 2012
Debt Instrument [Line Items]
Aggregate term loans amount under secured credit facility				$ 200.0
Revolving line of credit				250.0
Long-term Debt (Textual) [Abstract]
Amortization of fees paid for certain debt modifications	1.3	29.9	2.6
Number of installments for repayments of term loans			twenty consecutive quarterly installments
Amount of periodic payment			0.5
Amount of final installment	190.0		190.0
8.625% Senior subordinated notes [Member]
Debt Instrument [Line Items]
Interest rate of debt instrument	8.625%	8.625%	8.625%
7.875% Senior Notes [Member]
Debt Instrument [Line Items]
Interest rate of debt instrument	7.875%	7.875%	7.875%
9% Senior subordinated notes [Member]
Debt Instrument [Line Items]
Interest rate of debt instrument	9.00%	9.00%	9.00%
3% Senior subordinated convertible notes [Member]
Debt Instrument [Line Items]
Interest rate of debt instrument	3.00%	3.00%	3.00%
Secured credit facility [Member]
Debt Instrument [Line Items]
Revolving line of credit				2,550.0
Term Loan [Member]
Debt Instrument [Line Items]
Aggregate term loans amount under secured credit facility				2,300.0
Incremental B-2 term loans [Member]
Debt Instrument [Line Items]
Aggregate term loans amount under secured credit facility				$ 200.0

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Material Contingencies and Legal Settlements (Details) (USD $)	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2012 Capital Toxicology [Member]	Apr. 02, 2012 Capital Toxicology [Member]	Dec. 31, 2011 Capital Toxicology [Member]	Jun. 30, 2012 E Screen [Member]	Jun. 30, 2012 Standing Stone [Member]
Business Acquisition, Contingent Consideration [Line Items]
Maximum amount of the earn-out payment			$ 11,900,000	$ 4,100,000	$ 2,100,000	$ 70,000,000	$ 5,500,000
Maximum remaining amount of employee bonuses							300,000
Payment for achievement of first two milestones	303,899,000	603,722,000				272,100,000	5,500,000
Increase in accrual related to earn-out			2,900,000
Material Contingencies and Legal Settlements (Textual) [Abstract]
Period for achieving targets under acquisition terms	6 months
Maximum amount of the earn-out payment	2,000,000
Acquisition issued and outstanding capital stock	19.08%
Acquisition, aggregate purchase price	$ 2,600,000

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Stock-based Compensation (Tables)

6 Months Ended

Jun. 30, 2012

Stock-based Compensation [Abstract]

Stock-based compensation expense

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Cost of sales	$	263		$	366		$	532		$	716
Research and development		856			1,191			1,627			2,136
Sales and marketing		913			1,209			1,830			2,168
General and administrative		2,336			3,415			4,253			6,969
		4,368			6,181			8,242			11,989
Benefit for income taxes		(874	)		(1,304	)		(1,415	)		(2,590	)
	$	3,494		$	4,877		$	6,827		$	9,399

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Guarantor Financial Information (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Consolidating Statement of Comprehensive Income
Net income (loss)	$ (12,879)	$ (9,442)	$ (11,850)	$ (9,165)
Other comprehensive income, before tax	(37,066)	27,491	287	50,370
Other comprehensive income (loss), before tax:
Changes in cumulative translation adjustment	(36,777)	17,106	(838)	38,621
Unrealized gains on available for sale securities	359	(104)	790	(319)
Unrealized gains (losses) on hedging instruments	(652)	10,371	455	11,988
Minimum pension liability adjustment	4	118	(120)	80
Other comprehensive income, before tax	(37,066)	27,491	287	50,370
Income tax provision related to items of other comprehensive income (loss)		3,993		4,612
Other comprehensive income, net of tax	(37,066)	23,498	287	45,758
Comprehensive income (loss)	(49,945)	14,056	(11,563)	36,593
Less: Comprehensive income (loss) attributable to non-controlling interests	36	(40)	(149)	22
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	(49,981)	14,096	(11,414)	36,571
Issuer [Member]
Consolidating Statement of Comprehensive Income
Net income (loss)	(12,879)	(9,442)	(11,850)	(9,165)
Other comprehensive income, before tax	(206)	10,535	570	12,933
Other comprehensive income (loss), before tax:
Changes in cumulative translation adjustment	(562)	271	(232)	879
Unrealized gains on available for sale securities	356	(107)	785	66
Unrealized gains (losses) on hedging instruments		10,371	17	11,988
Other comprehensive income, before tax	(206)	10,535	570	12,933
Income tax provision related to items of other comprehensive income (loss)		3,993		4,663
Other comprehensive income, net of tax	(206)	6,542	570	8,270
Comprehensive income (loss)	(13,085)	(2,900)	(11,280)	(895)
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	(13,085)	(2,900)	(11,280)	(895)
Guarantor Subsidiaries [Member]
Consolidating Statement of Comprehensive Income
Net income (loss)	31,263	(4,309)	52,550	12,666
Other comprehensive income, before tax	4	35	77	173
Other comprehensive income (loss), before tax:
Changes in cumulative translation adjustment	4	35	77	173
Other comprehensive income, before tax	4	35	77	173
Other comprehensive income, net of tax	4	35	77	173
Comprehensive income (loss)	31,267	(4,274)	52,627	12,839
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	31,267	(4,274)	52,627	12,839
Non-Guarantor Subsidiaries [Member]
Consolidating Statement of Comprehensive Income
Net income (loss)	7,921	3,939	36,369	9,162
Other comprehensive income, before tax	(34,787)	15,084	1,052	31,894
Other comprehensive income (loss), before tax:
Changes in cumulative translation adjustment	(34,142)	14,963	729	32,199
Unrealized gains on available for sale securities	3	3	5	(385)
Unrealized gains (losses) on hedging instruments	(652)		438
Minimum pension liability adjustment	4	118	(120)	80
Other comprehensive income, before tax	(34,787)	15,084	1,052	31,894
Income tax provision related to items of other comprehensive income (loss)				(51)
Other comprehensive income, net of tax	(34,787)	15,084	1,052	31,945
Comprehensive income (loss)	(26,866)	19,023	37,421	41,107
Less: Comprehensive income (loss) attributable to non-controlling interests	36	(40)	(149)	22
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	(26,902)	19,063	37,570	41,085
Eliminations [Member]
Consolidating Statement of Comprehensive Income
Net income (loss)	(39,184)	370	(88,919)	(21,828)
Other comprehensive income, before tax	(2,077)	1,837	(1,412)	5,370
Other comprehensive income (loss), before tax:
Changes in cumulative translation adjustment	(2,077)	1,837	(1,412)	5,370
Other comprehensive income, before tax	(2,077)	1,837	(1,412)	5,370
Other comprehensive income, net of tax	(2,077)	1,837	(1,412)	5,370
Comprehensive income (loss)	(41,261)	2,207	(90,331)	(16,458)
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$ (41,261)	$ 2,207	$ (90,331)	$ (16,458)

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Guarantor Financial Information (Tables)

6 Months Ended

Jun. 30, 2012

Guarantor Financial Information [Abstract]

Consolidating Statement of Operations

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	202,249		$	290,714		$	(29,538	)	$	463,425
Services revenue		—			152,856			80,999			—			233,855
Net product sales and services revenue		—			355,105			371,713			(29,538	)		697,280
License and royalty revenue		—			9,536			2,656			(8,955	)		3,237
Net revenue		—			364,641			374,369			(38,493	)		700,517
Cost of net product sales		857			94,152			156,513			(29,024	)		222,498
Cost of services revenue		—			79,691			40,868			—			120,559
Cost of net product sales and services revenue		857			173,843			197,381			(29,024	)		343,057
Cost of license and royalty revenue		—			—			10,807			(8,955	)		1,852
Cost of net revenue		857			173,843			208,188			(37,979	)		344,909
Gross profit (loss)		(857	)		190,798			166,181			(514	)		355,608
Operating expenses:
Research and development		5,873			17,186			17,388			—			40,447
Sales and marketing		819			77,219			81,284			—			159,322
General and administrative		14,567			46,670			60,248			—			121,485
Total operating expenses		21,259			141,075			158,920			—			321,254
Operating income (loss)		(22,116	)		49,723			7,261			(514	)		34,354
Interest expense, including amortization of original issue discounts and deferred financing costs		(53,969	)		(10,879	)		(3,883	)		13,200			(55,531	)
Other income (expense), net		3,988			15,837			(2,814	)		(13,200	)		3,811
Income (loss) before provision (benefit) for income taxes		(72,097	)		54,681			564			(514	)		(17,366	)
Provision (benefit) for income taxes		(19,750	)		23,233			(3,855	)		(117	)		(489	)
Income (loss) before equity earnings of unconsolidated entities, net of tax		(52,347	)		31,448			4,419			(397	)		(16,877	)
Equity in earnings of subsidiaries, net of tax		38,982			(185	)		—			(38,797	)		—
Equity earnings of unconsolidated entities, net of tax		486			—			3,502			10			3,998
Net income (loss)		(12,879	)		31,263			7,921			(39,184	)		(12,879	)
Less: Net income attributable to non-controlling interests		—			—			36			—			36
Net income (loss) attributable to Alere Inc. and Subsidiaries		(12,879	)		31,263			7,885			(39,184	)		(12,915	)
Preferred stock dividends		(5,279	)		—			—			—			(5,279	)
Net income (loss) available to common stockholders	$	(18,158	)	$	31,263		$	7,885		$	(39,184	)	$	(18,194	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	216,256		$	214,803		$	(32,254	)	$	398,805
Services revenue		—			147,007			16,568			—			163,575
Net product sales and services revenue		—			363,263			231,371			(32,254	)		562,380
License and royalty revenue		—			2,746			3,920			(1,861	)		4,805
Net revenue		—			366,009			235,291			(34,115	)		567,185
Cost of net product sales		659			101,244			120,279			(31,849	)		190,333
Cost of services revenue		—			76,100			6,395			—			82,495
Cost of net product sales and services revenue		659			177,344			126,674			(31,849	)		272,828
Cost of license and royalty revenue		—			—			3,490			(1,861	)		1,629
Cost of net revenue		659			177,344			130,164			(33,710	)		274,457
Gross profit (loss)		(659	)		188,665			105,127			(405	)		292,728
Operating expenses:
Research and development		5,237			15,889			20,222			—			41,348
Sales and marketing		298			83,954			56,136			—			140,388
General and administrative		13,737			59,626			21,475			—			94,838
Total operating expenses		19,272			159,469			97,833			—			276,574
Operating income (loss)		(19,931	)		29,196			7,294			(405	)		16,154
Interest expense, including amortization of original issue discounts and deferred financing costs		(35,845	)		(46,875	)		(3,863	)		18,021			(68,562	)
Other income (expense), net		2,341			12,634			3,483			(18,021	)		437
Income (loss) from continuing operations before provision (benefit) for income taxes		(53,435	)		(5,045	)		6,914			(405	)		(51,971	)
Provision (benefit) for income taxes		(44,788	)		(81	)		2,133			—			(42,736	)
Income (loss) from continuing operations before equity earnings (losses) of unconsolidated entities, net of tax		(8,647	)		(4,964	)		4,781			(405	)		(9,235	)
Equity in earnings of subsidiaries, net of tax		(1,484	)		655			—			829			—
Equity earnings (losses) of unconsolidated entities, net of tax		689			—			(842	)		(54	)		(207	)
Net income (loss)		(9,442	)		(4,309	)		3,939			370			(9,442	)
Less: Net loss attributable to non-controlling interests		—			—			(40	)		—			(40	)
Net income (loss) attributable to Alere Inc. and Subsidiaries		(9,442	)		(4,309	)		3,979			370			(9,402	)
Preferred stock dividends		(5,515	)		—			—			—			(5,515	)
Preferred stock repurchase		10,248			—			—			—			10,248
Net income (loss) available to common stockholders	$	(4,709	)	$	(4,309	)	$	3,979		$	370		$	(4,669	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	421,465		$	580,514		$	(62,767	)	$	939,212
Services revenue		—			298,989			127,300			—			426,289
Net product sales and services revenue		—			720,454			707,814			(62,767	)		1,365,501
License and royalty revenue		—			13,765			5,277			(12,897	)		6,145
Net revenue		—			734,219			713,091			(75,664	)		1,371,646
Cost of net product sales		1,707			198,073			310,392			(62,120	)		448,052
Cost of services revenue		—			157,394			54,025			—			211,419
Cost of net product sales and services revenue		1,707			355,467			364,417			(62,120	)		659,471
Cost of license and royalty revenue		—			—			16,393			(12,897	)		3,496
Cost of net revenue		1,707			355,467			380,810			(75,017	)		662,967
Gross profit (loss)		(1,707	)		378,752			332,281			(647	)		708,679
Operating expenses:
Research and development		11,069			33,762			34,616			—			79,447
Sales and marketing		1,876			154,778			161,246			—			317,900
General and administrative		26,198			104,971			110,751			—			241,920
Total operating expenses		39,143			293,511			306,613			—			639,267
Operating income (loss)		(40,850	)		85,241			25,668			(647	)		69,412
Interest expense, including amortization of original issue discounts and deferred financing costs		(103,685	)		(21,885	)		(7,198	)		26,510			(106,258	)
Other income (expense), net		(4,086	)		25,265			20,973			(26,510	)		15,642
Income (loss) before provision (benefit) for income taxes		(148,621	)		88,621			39,443			(647	)		(21,204	)
Provision (benefit) for income taxes		(46,748	)		35,538			9,312			(46	)		(1,944	)
Income (loss) before equity earnings of unconsolidated entities, net of tax		(101,873	)		53,083			30,131			(601	)		(19,260	)
Equity in earnings of subsidiaries, net of tax		88,877			(533	)		—			(88,344	)		—
Equity earnings of unconsolidated entities, net of tax		1,146			—			6,238			26			7,410
Net income (loss)		(11,850	)		52,550			36,369			(88,919	)		(11,850	)
Less: Net loss attributable to non-controlling interests		—			—			(149	)		—			(149	)
Net income (loss) attributable to Alere Inc. and Subsidiaries		(11,850	)		52,550			36,518			(88,919	)		(11,701	)
Preferred stock dividends		(10,588	)		—			—			—			(10,588	)
Net income (loss) available to common stockholders	$	(22,438	)	$	52,550		$	36,518		$	(88,919	)	$	(22,289	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	454,232		$	414,773		$	(62,957	)	$	806,048
Services revenue		—			298,532			32,595			—			331,127
Net product sales and services revenue		—			752,764			447,368			(62,957	)		1,137,175
License and royalty revenue		—			5,220			10,553			(3,299	)		12,474
Net revenue		—			757,984			457,921			(66,256	)		1,149,649
Cost of net product sales		1,429			208,406			232,414			(62,229	)		380,020
Cost of services revenue		—			154,635			12,576			—			167,211
Cost of net product sales and services revenue		1,429			363,041			244,990			(62,229	)		547,231
Cost of license and royalty revenue		—			—			6,782			(3,299	)		3,483
Cost of net revenue		1,429			363,041			251,772			(65,528	)		550,714
Gross profit (loss)		(1,429	)		394,943			206,149			(728	)		598,935
Operating expenses:
Research and development		9,978			33,670			34,242			—			77,890
Sales and marketing		949			166,814			105,834			—			273,597
General and administrative		28,373			119,827			52,189			—			200,389
Total operating expenses		39,300			320,311			192,265			—			551,876
Operating income (loss)		(40,729	)		74,632			13,884			(728	)		47,059
Interest expense, including amortization of original issue discounts and deferred financing costs		(61,451	)		(75,054	)		(8,232	)		37,870			(106,867	)
Other income (expense), net		5,706			26,488			8,449			(37,870	)		2,773
Income (loss) from continuing operations before provision (benefit) for income taxes		(96,474	)		26,066			14,101			(728	)		(57,035	)
Provision (benefit) for income taxes		(65,583	)		14,055			4,587			(125	)		(47,066	)
Income (loss) from continuing operations before equity earnings (losses) of unconsolidated entities, net of tax		(30,891	)		12,011			9,514			(603	)		(9,969	)
Equity in earnings of subsidiaries, net of tax		20,569			655			—			(21,224	)		—
Equity earnings (losses) of unconsolidated entities, net of tax		1,157			—			(352	)		(1	)		804
Net income (loss)		(9,165	)		12,666			9,162			(21,828	)		(9,165	)
Less: Net income attributable to non-controlling interests		—			—			22			—			22
Net income (loss) attributable to Alere Inc. and Subsidiaries		(9,165	)		12,666			9,140			(21,828	)		(9,187	)
Preferred stock dividends		(11,324	)		—			—			—			(11,324	)
Preferred stock repurchase		23,936			—			—			—			23,936
Net income (loss) available to common stockholders	$	3,447		$	12,666		$	9,140		$	(21,828	)	$	3,425

Comprehensive Income

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(12,879	)	$	31,263	$	7,921		$	(39,184	)	$	(12,879	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		(562	)		4		(34,142	)		(2,077	)		(36,777	)
Unrealized gains on available for sale securities		356			—		3			—			359
Unrealized gains on hedging instruments		—			—		(652	)		—			(652	)
Minimum pension liability adjustment		—			—		4			—			4
Other comprehensive income, before tax		(206	)		4		(34,787	)		(2,077	)		(37,066	)
Income tax benefit related to items of other comprehensive income		—			—		—			—			—
Other comprehensive income, net of tax		(206	)		4		(34,787	)		(2,077	)		(37,066	)
Comprehensive income (loss)		(13,085	)		31,267		(26,866	)		(41,261	)		(49,945	)
Less: Comprehensive loss attributable to non-controlling interests		—			—		36			—			36
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(13,085	)	$	31,267	$	(26,902	)	$	(41,261	)	$	(49,981	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net income (loss)	$	(9,442	)	$	(4,309	)	$	3,939		$	370	$	(9,442	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		271			35			14,963			1,837		17,106
Unrealized gains (losses) on available for sale securities		(107	)		—			3			—		(104	)
Unrealized gains on hedging instruments		10,371			—			—			—		10,371
Minimum pension liability adjustment		—			—			118			—		118
Other comprehensive income, before tax		10,535			35			15,084			1,837		27,491
Income tax provision (benefit) related to items of other comprehensive income		3,993			—			—			—		3,993
Other comprehensive income, net of tax		6,542			35			15,084			1,837		23,498
Comprehensive income (loss)		(2,900	)		(4,274	)		19,023			2,207		14,056
Less: Comprehensive income attributable to non-controlling interests		—			—			(40	)		—		(40	)
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(2,900	)	$	(4,274	)	$	19,063		$	2,207	$	14,096

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(11,850	)	$	52,550	$	36,369		$	(88,919	)	$	(11,850	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		(232	)		77		729			(1,412	)		(838	)
Unrealized gains on available for sale securities		785			—		5			—			790
Unrealized gains on hedging instruments		17			—		438			—			455
Minimum pension liability adjustment		—			—		(120	)		—			(120	)
Other comprehensive income, before tax		570			77		1,052			(1,412	)		287
Income tax benefit related to items of other comprehensive income		—			—		—			—			—
Other comprehensive income, net of tax		570			77		1,052			(1,412	)		287
Comprehensive income (loss)		(11,280	)		52,627		37,421			(90,331	)		(11,563	)
Less: Comprehensive loss attributable to non-controlling interests		—			—		(149	)		—			(149	)
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(11,280	)	$	52,627	$	37,570		$	(90,331	)	$	(11,414	)

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Six Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	(9,165	)	$	12,666	$	9,162		$	(21,828	)	$	(9,165	)
Other comprehensive income, before tax:
Changes in cumulative translation adjustment		879			173		32,199			5,370			38,621
Unrealized gains (losses) on available for sale securities		66			—		(385	)		—			(319	)
Unrealized gains on hedging instruments		11,988			—		—			—			11,988
Minimum pension liability adjustment		—			—		80			—			80
Other comprehensive income, before tax		12,933			173		31,894			5,370			50,370
Income tax provision (benefit) related to items of other comprehensive income		4,663			—		(51	)		—			4,612
Other comprehensive income, net of tax		8,270			173		31,945			5,370			45,758
Comprehensive income (loss)		(895	)		12,839		41,107			(16,458	)		36,593
Less: Comprehensive income attributable to non-controlling interests		—			—		22			—			22
Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(895	)	$	12,839	$	41,085		$	(16,458	)	$	36,571

Consolidating Balance Sheet

CONSOLIDATING BALANCE SHEET

June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	13,889		$	66,881		$	222,969	$	—		$	303,739
Restricted cash		—			1,580			1,519		—			3,099
Marketable securities		—			754			109		—			863
Accounts receivable, net of allowances		—			184,607			316,469		—			501,076
Inventories, net		—			131,371			191,636		(6,110	)		316,897
Deferred tax assets		8,260			22,262			5,333		2,003			37,858
Receivable from joint venture, net		—			1,768			1,967		—			3,735
Prepaid expenses and other current assets		298,810			(258,950	)		87,646		(16	)		127,490
Intercompany receivables		375,194			465,526			68,885		(909,605	)		—
Total current assets		696,153			615,799			896,533		(913,728	)		1,294,757
Property, plant and equipment, net		2,375			262,137			236,620		(334	)		500,798
Goodwill		—			1,528,269			1,425,282		—			2,953,551
Other intangible assets with indefinite lives		—			7,100			46,069		—			53,169
Finite-lived intangible assets, net		25,401			929,095			950,226		—			1,904,722
Deferred financing costs, net and other non-current assets		87,094			5,834			9,124		(26	)		102,026
Receivable from joint venture, net of current portion		—			—			14,115		—			14,115
Investments in subsidiaries		3,516,106			50,884			3,000		(3,569,990	)		—
Investments in unconsolidated entities		33,723			—			56,348		—			90,071
Marketable securities		3,040			—			—		—			3,040
Deferred tax assets		—			—			11,206		—			11,206
Intercompany notes receivable		2,101,767			841,610			10,655		(2,954,032	)		—
Total assets	$	6,465,659		$	4,240,728		$	3,659,178	$	(7,438,110	)	$	6,927,455
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	45,000		$	239		$	9,583	$	—		$	54,822
Current portion of capital lease obligations		—			1,434			3,916		—			5,350
Accounts payable		5,919			55,960			100,971		—			162,850
Accrued expenses and other current liabilities		62,217			115,090			219,677		(514	)		396,470
Intercompany payables		457,964			127,612			324,028		(909,604	)		—
Total current liabilities		571,100			300,335			658,175		(910,118	)		619,492
Long-term liabilities:
Long-term debt, net of current portion		3,465,318			—			23,732		—			3,489,050
Capital lease obligations, net of current portion		—			1,472			8,757		—			10,229
Deferred tax liabilities		(22,885	)		278,262			180,315		555			436,247
Other long-term liabilities		21,933			43,588			115,914		(26	)		181,409
Intercompany notes payables		241,420			1,642,960			1,066,117		(2,950,497	)		—
Total long-term liabilities		3,705,786			1,966,282			1,394,835		(2,949,968	)		4,116,935
Stockholders’ equity		2,188,773			1,974,111			1,603,913		(3,578,024	)		2,188,773
Non-controlling interests		—			—			2,255		—			2,255
Total equity		2,188,773			1,974,111			1,606,168		(3,578,024	)		2,191,028
Total liabilities and equity	$	6,465,659		$	4,240,728		$	3,659,178	$	(7,438,110	)	$	6,927,455

CONSOLIDATING BALANCE SHEET

December 31, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	12,451		$	85,838		$	200,884	$	—		$	299,173
Restricted cash		—			1,591			7,396		—			8,987
Marketable securities		—			770			316		—			1,086
Accounts receivable, net of allowances		—			199,547			276,277		—			475,824
Inventories, net		—			136,091			189,886		(5,708	)		320,269
Deferred tax assets		10,912			22,813			7,266		1,984			42,975
Receivable from joint venture, net		—			2,301			202		—			2,503
Prepaid expenses and other current assets		(74,078	)		138,329			78,659		—			142,910
Intercompany receivables		397,914			426,136			27,871		(851,921	)		—
Total current assets		347,199			1,013,416			788,757		(855,645	)		1,293,727
Property, plant and equipment, net		2,542			274,588			214,206		(131	)		491,205
Goodwill		—			1,530,324			1,295,791		(4,844	)		2,821,271
Other intangible assets with indefinite lives		—			7,100			62,446		—			69,546
Finite-lived intangible assets, net		28,685			1,011,852			745,388		—			1,785,925
Deferred financing costs, net, and other non-current assets		88,153			5,532			4,101		—			97,786
Receivable from joint venture, net of current portion		—			—			15,455		—			15,455
Investments in subsidiaries		3,586,625			32,512			3,005		(3,622,142	)		—
Investments in unconsolidated entities		29,021			—			56,117		—			85,138
Marketable securities		2,254			—			—		—			2,254
Deferred tax assets		—			—			10,394		—			10,394
Intercompany notes receivable		1,934,366			(196,820	)		—		(1,737,546	)		—
Total assets	$	6,018,845		$	3,678,504		$	3,195,660	$	(6,220,308	)	$	6,672,701
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	43,000		$	—		$	18,092	$	—		$	61,092
Current portion of capital lease obligations		—			1,550			4,533		—			6,083
Short-term debt		6,240			—			—		—			6,240
Accounts payable		6,704			53,978			94,782		—			155,464
Accrued expenses and other current liabilities		(259,010	)		455,366			199,217		—			395,573
Intercompany payables		429,644			104,257			318,018		(851,919	)		—
Total current liabilities		226,578			615,151			634,642		(851,919	)		624,452
Long-term liabilities:
Long-term debt, net of current portion		3,243,341			—			24,110		—			3,267,451
Capital lease obligations, net of current portion		—			2,175			10,454		—			12,629
Deferred tax liabilities		(25,936	)		303,837			102,730		69			380,700
Other long-term liabilities		24,407			47,135			81,856		—			153,398
Intercompany notes payables		321,221			658,573			754,650		(1,734,444	)		—
Total long-term liabilities		3,563,033			1,011,720			973,800		(1,734,375	)		3,814,178
Redeemable non-controlling interest		—			—			2,497		—			2,497
Stockholders’ equity		2,229,234			2,051,633			1,582,381		(3,634,014	)		2,229,234
Non-controlling interests		—			—			2,340		—			2,340
Total equity		2,229,234			2,051,633			1,584,721		(3,634,014	)		2,231,574
Total liabilities and equity	$	6,018,845		$	3,678,504		$	3,195,660	$	(6,220,308	)	$	6,672,701

Consolidating Statement of Cash Flows

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2012

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income (loss)	$	(11,850	)	$	52,550		$	36,369		$	(88,919	)	$	(11,850	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax		(88,877	)		533			—			88,344			—
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs		10,568			110			53			—			10,731
Depreciation and amortization		3,195			112,083			96,298			46			211,622
Non-cash charges for sale of inventories revalued at the date of acquisition		—			1,400			3,281			—			4,681
Non-cash stock-based compensation expense		2,166			3,065			3,011			—			8,242
Impairment of inventory		—			5			—			—			5
Impairment of long-lived assets		—			219			—			—			219
(Gain) loss on sale of property, plant and equipment		—			(5,900	)		28			—			(5,872	)
Equity earnings of unconsolidated entities, net of tax		(1,146	)		—			(6,238	)		(26	)		(7,410	)
Deferred income taxes		7,771			(23,924	)		(11,201	)		(46	)		(27,400	)
Other non-cash items		(883	)		—			—			—			(883	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net		—			14,939			(20,370	)		—			(5,431	)
Inventories, net		—			2,785			(7,642	)		445			(4,412	)
Prepaid expenses and other current assets		(372,901	)		397,279			(7,529	)		17			16,866
Accounts payable		(786	)		2,571			(16,032	)		—			(14,247	)
Accrued expenses and other current liabilities		327,975			(338,223	)		10,396			(514	)		(366	)
Other non-current liabilities		(6,781	)		(2,210	)		255			471			(8,265	)
Intercompany payable (receivable)		231,769			(224,541	)		(7,228	)		—			—
Net cash provided by (used in) operating activities		100,220			(7,259	)		73,451			(182	)		166,230
Cash Flows from Investing Activities:
Decrease in restricted cash		—			12			5,876			—			5,888
Purchases of property, plant and equipment		(1,028	)		(33,616	)		(35,717	)		900			(69,461	)
Proceeds from sale of property, plant and equipment		—			21,927			495			(745	)		21,677
Cash paid for acquisitions, net of cash acquired		(296,189	)		—			(14,051	)		—			(310,240	)
Cash received from sales of marketable securities		—			15			211			—			226
Net cash received from equity method investments		490			—			6,066			—			6,556
(Increase) decrease in other assets		(8,973	)		580			652			27			(7,714	)
Net cash provided by (used in) investing activities		(305,700	)		(11,082	)		(36,468	)		182			(353,068	)
Cash Flows from Financing Activities:
Cash paid for financing costs		(2,013	)		—			—			—			(2,013	)
Cash paid for contingent purchase price consideration		(6,500	)		—			—			—			(6,500	)
Proceeds from issuance of common stock, net of issuance costs		8,697			—			—			—			8,697
Proceeds from issuance of long-term debt		198,000			951			283			—			199,234
Payments on long-term debt		(22,000	)		(712	)		(7,172	)		—			(29,884	)
Net proceeds under revolving credit facilities		47,500			—			(5,013	)		—			42,487
Payments on short-term debt		(6,240	)		—			—			—			(6,240	)
Cash paid for dividends		(10,646	)		—			—			—			(10,646	)
Excess tax benefits on exercised stock options		120			74			16			—			210
Principal payments on capital lease obligations		—			(851	)		(2,468	)		—			(3,319	)
Other		—			—			(2,577	)		—			(2,577	)
Net cash provided by (used in) financing activities		206,918			(538	)		(16,931	)		—			189,449
Foreign exchange effect on cash and cash equivalents		—			(78	)		2,033			—			1,955
Net increase (decrease) in cash and cash equivalents		1,438			(18,957	)		22,085			—			4,566
Cash and cash equivalents, beginning of period		12,451			85,838			200,884			—			299,173
Cash and cash equivalents, end of period	$	13,889		$	66,881		$	222,969		$	—		$	303,739

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended June 30, 2011

(in thousands)

	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income (loss)	$	(9,165	)	$	12,666		$	9,162		$	(21,828	)	$	(9,165	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax		(20,569	)		(655	)		—			21,224			—
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs		3,718			23,595			277			—			27,590
Depreciation and amortization		1,751			130,800			63,856			(291	)		196,116
Non-cash stock-based compensation expense		3,490			4,589			3,910			—			11,989
Impairment of inventory		—			172			294			—			466
Impairment of long-lived assets		2			632			323			—			957
Impairment of intangible assets		—			2,935			—			—			2,935
Loss on sale of property, plant and equipment		3			966			301			—			1,270
Gain on sales of marketable securities		—			—			(331	)		—			(331	)
Equity earnings of unconsolidated entities, net of tax		(1,157	)		—			352			1			(804	)
Deferred income taxes		(15,821	)		(32,837	)		(12,268	)		(2,417	)		(63,343	)
Other non-cash items		1,269			1,620			(7,392	)		—			(4,503	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net		—			12,818			(16,459	)		—			(3,641	)
Inventories, net		—			2,657			(10,633	)		677			(7,299	)
Prepaid expenses and other current assets		(14,544	)		(8,037	)		(13,471	)		—			(36,052	)
Accounts payable		993			8,689			3,842			—			13,524
Accrued expenses and other current liabilities		(25,705	)		51,390			(10,256	)		2,292			17,721
Other non-current liabilities		9,288			2,011			(228	)		—			11,071
Intercompany payable (receivable)		(1,047,338	)		1,013,063			34,275			—			—
Net cash provided by (used in) operating activities		(1,113,785	)		1,227,074			45,554			(342	)		158,501
Cash Flows from Investing Activities:
Decrease (increase) in restricted cash		—			160			(126	)		—			34
Purchases of property, plant and equipment		(896	)		(36,354	)		(30,666	)		286			(67,630	)
Proceeds from sale of property, plant and equipment		—			626			209			—			835
Proceeds from disposition of business		—			—			11,490			—			11,490
Cash paid for acquisitions, net of cash acquired		(34,644	)		(3,400	)		(69,316	)		—			(107,360	)
Cash received from sales of marketable securities		—			—			7,919			—			7,919
Net cash received from equity method investments		490			—			—			—			490
Increase in other assets		(20,340	)		(11,548	)		(213	)		—			(32,101	)
Net cash provided by (used in) investing activities		(55,390	)		(50,516	)		(80,703	)		286			(186,323	)
Cash Flows from Financing Activities:
Cash paid for financing costs		(63,895	)		(804	)		—			—			(64,699	)
Cash paid for contingent purchase price consideration		(24,459	)		(248	)		—			—			(24,707	)
Proceeds from issuance of common stock, net of issuance costs		17,829			—			—			—			17,829
Repurchase of preferred stock		(99,068	)		—			—			—			(99,068	)
Proceeds from issuance of long-term debt		1,550,000			937			1,187			—			1,552,124
Payments on long-term debt		—			(1,192,086	)		(1,229	)		—			(1,193,315	)
Net proceeds under revolving credit facilities		—			—			3,335			—			3,335
Repurchase of common stock		(926	)		—			—			—			(926	)
Cash paid for dividends		(68	)		—			—			—			(68	)
Excess tax benefits on exercised stock options		1,010			435			259			—			1,704
Principal payments on capital lease obligations		—			(1,040	)		(254	)		—			(1,294	)
Other		(10,140	)		—			(209	)		—			(10,349	)
Net cash provided by (used in) financing activities		1,370,283			(1,192,806	)		3,089			—			180,566
Foreign exchange effect on cash and cash equivalents		—			259			2,297			56			2,612
Net increase (decrease) in cash and cash equivalents		201,108			(15,989	)		(29,763	)		—			155,356
Cash and cash equivalents, beginning of period		101,666			116,112			183,528			—			401,306
Cash and cash equivalents, end of period	$	302,774		$	100,123		$	153,765		$	—		$	556,662

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Related Party Transactions

6 Months Ended

Jun. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

(14) Related Party Transactions

In May 2007, we completed the formation of SPD, our 50/50 joint venture with P&G, for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products, outside the cardiology, diabetes and oral care fields. Upon completion of the arrangement to form the joint venture, we ceased to consolidate the operating results of our consumer diagnostic products business related to the joint venture and instead account for our 50% interest in the results of the joint venture under the equity method of accounting.

We had a net receivable from the joint venture of $3.7 million and $2.5 million as of June 30, 2012 and December 31, 2011, respectively. Included in the $3.7 million receivable balance as of June 30, 2012 is approximately $1.6 million of costs incurred in connection with our 2008 SPD-related restructuring plans. Included in the $2.5 million receivable balance as of December 31, 2011 is approximately $1.5 million of costs incurred in connection with our 2008 SPD-related restructuring plans. We have also recorded a long-term receivable totaling approximately $14.1 million and $15.5 million as of June 30, 2012 and December 31, 2011, respectively, related to the 2008 SPD-related restructuring plans. Additionally, customer receivables associated with revenue earned after the joint venture was completed have been classified as other receivables within prepaid and other current assets on our accompanying consolidated balance sheets in the amount of $7.0 million and $7.3 million as of June 30, 2012 and December 31, 2011, respectively. In connection with the joint venture arrangement, the joint venture bears the collection risk associated with these receivables. Sales to the joint venture under our manufacturing agreement totaled $14.5 million and $31.6 million during the three and six months ended June 30, 2012, respectively, and $16.3 million and $32.6 million during the three and six months ended June 30, 2011, respectively. Additionally, services revenue generated pursuant to the long-term services agreement with the joint venture totaled $0.3 million and $0.6 million during the three and six months ended June 30, 2012, respectively, and $0.3 million and $0.6 million during the three and six months ended June 30, 2011, respectively. Sales under our manufacturing agreement and long-term services agreement are included in net product sales and services revenue, respectively, in our accompanying consolidated statements of operations.

Under the terms of our product supply agreement, the joint venture purchases products from our manufacturing facilities in the U.K. and China. The joint venture in turn sells a portion of those tests back to us for final assembly and packaging. Once packaged, the tests are sold to P&G for distribution to third-party customers in North America. As a result of these related transactions, we have recorded $6.4 million and $8.9 million of trade receivables which are included in accounts receivable on our accompanying consolidated balance sheets as of June 30, 2012 and December 31, 2011, respectively, and $17.6 million and $19.3 million of trade accounts payable which are included in accounts payable on our accompanying consolidated balance sheets as of June 30, 2012 and December 31, 2011, respectively. During the six months ended June 30, 2012, we received $6.1 million in cash from SPD as a return of capital.