Form 10-Q ALERE INC. For: Mar 31

Form 10-Q ALERE INC. For: Mar 31

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August 17, 2016 6:04 AM EDT

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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 March 31, 2016

¨	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

LOGO

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 ¨ No x

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 ¨ No x

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.

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 12, 2016 was 86,740,318.

ALERE INC.

REPORT ON FORM 10-Q

For the Quarterly Period Ended March 31, 2016

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 for the fiscal year ended December 31, 2015 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 forward-looking statements and 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 (unaudited)		3
a) Consolidated Statements of Operations for the Three Months Ended March 31, 2016 and 2015		3
b) Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2016 and 2015		4
c) Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015		5
d) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015		6
e) Notes to Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		35
Item 3. Quantitative and Qualitative Disclosures About Market Risk		46
Item 4. Controls and Procedures		46
PART II. OTHER INFORMATION		48
Item 1. Legal Proceedings		48
Item 1A. Risk Factors		50
Item 3. Default Upon Senior Securities		50
Item 6. Exhibits		50
SIGNATURE		52

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 March 31,
	2016			2015
Net product sales	$	459,771		$	484,338
Services revenue		115,709			123,856

Net product sales and services revenue		575,480			608,194
License and royalty revenue		2,729			4,698

Net revenue		578,209			612,892

Cost of net product sales		237,461			240,101
Cost of services revenue		73,100			75,626

Cost of net product sales and services revenue		310,561			315,727
Cost of license and royalty revenue		1,391			1,950

Cost of net revenue		311,952			317,677

Gross profit		266,257			295,215
Operating expenses:
Research and development		27,062			28,016
Sales and marketing		99,813			109,079
General and administrative		114,956			92,691
Impairment and (gain) loss on dispositions, net		(3,810	)		34,792

Operating income		28,236			30,637
Interest expense, including amortization of original issue discounts and deferred financing costs		(42,106	)		(46,431	)
Other income (expense), net		(1,349	)		(2,367	)

Loss from continuing operations before benefit for income taxes		(15,219	)		(18,161	)
Benefit for income taxes		(208	)		(7,853	)

Loss from continuing operations before equity earnings of unconsolidated entities, net of tax		(15,011	)		(10,308	)
Equity earnings of unconsolidated entities, net of tax		5,034			3,959

Loss from continuing operations		(9,977	)		(6,349	)
Income from discontinued operations, net of tax		—			216,777

Net income (loss)		(9,977	)		210,428
Less: Net income attributable to non-controlling interests		103			88

Net income (loss) attributable to Alere Inc. and Subsidiaries		(10,080	)		210,340
Preferred stock dividends		(5,309	)		(5,250	)

Net income (loss) available to common stockholders	$	(15,389	)	$	205,090

Basic and diluted net income (loss) per common share:
Loss from continuing operations	$	(0.18	)	$	(0.14	)
Income from discontinued operations		—			2.57

Net income (loss) per common share	$	(0.18	)	$	2.43

Weighted-average shares – basic and diluted		86,646			84,338

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

ALERE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

(in thousands)


	Three Months Ended March 31,
	2016			2015
Net income (loss)	$	(9,977	)	$	210,428

Other comprehensive income (loss), before tax:
Changes in cumulative translation adjustment		22,193			(80,342	)
Minimum pension liability adjustment		155			(1,382	)

Other comprehensive income (loss), before tax		22,348			(81,724	)

Other comprehensive income (loss)		22,348			(81,724	)

Comprehensive income		12,371			128,704
Less: Comprehensive income attributable to non-controlling interests		103			88

Comprehensive income attributable to Alere Inc. and Subsidiaries	$	12,268		$	128,616

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

ALERE INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in thousands, except par value amounts)


	March 31, 2016			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	490,663		$	502,200
Restricted cash		6,166			5,694
Marketable securities		71			164
Accounts receivable, net of allowances of $87,710 and $89,701 at March 31, 2016 and December 31, 2015, respectively		459,292			445,833
Inventories, net		350,931			347,001
Prepaid expenses and other current assets		144,369			152,233
Assets held for sale current		—			4,165

Total current assets		1,451,492			1,457,290
Property, plant and equipment, net		445,218			446,039
Goodwill		2,839,692			2,836,915
Other intangible assets with indefinite lives		28,760			28,110
Finite-lived intangible assets, net		962,633			997,281
Restricted cash		43,388			43,228
Other non-current assets		17,927			18,078
Investments in unconsolidated entities		74,744			65,333
Deferred tax assets		16,124			13,993
Non-current income tax receivable		3,517			3,517
Assets held for sale – non-current		11,813			13,337

Total assets	$	5,895,308		$	5,923,121

LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	193,044		$	199,992
Current portion of capital lease obligations		4,048			3,962
Accounts payable		165,800			195,752
Accrued expenses and other current liabilities		315,995			324,465
Liabilities related to assets held for sale - current		—			363

Total current liabilities		678,887			724,534

Long-term liabilities:
Long-term debt, net of current portion		2,823,654			2,831,166
Capital lease obligations, net of current portion		7,654			7,181
Deferred tax liabilities		144,483			147,618
Other long-term liabilities		155,842			154,193

Total long-term liabilities		3,131,633			3,140,158

Commitments and contingencies
Stockholders’ equity:
Series B preferred stock, $0.001 par value (liquidation preference: $709,763 at March 31, 2016 and December 31, 2015); Authorized: 2,300 shares; Issued: 2,065 shares at March 31, 2016 and December 31, 2015; Outstanding: 1,774 shares at March 31, 2016 and December 31, 2015		606,468			606,468
Common stock, $0.001 par value; Authorized: 200,000 shares; Issued: 94,415 shares at March 31, 2016 and 94,043 shares at December 31, 2015, respectively; Outstanding: 86,736 shares at March 31, 2016 and 86,364 shares at December 31, 2015, respectively		94			94
Additional paid-in capital		3,452,722			3,438,732
Accumulated deficit		(1,476,461	)		(1,466,381	)
Treasury stock, at cost, 7,679 shares at March 31, 2016 and December 31, 2015		(184,971	)		(184,971	)
Accumulated other comprehensive loss		(317,429	)		(339,777	)

Total stockholders’ equity		2,080,423			2,054,165
Non-controlling interests		4,365			4,264

Total equity		2,084,788			2,058,429

Total liabilities and equity	$	5,895,308		$	5,923,121

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

ALERE INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	Three Months Ended March 31,
	2016			2015
Cash Flows from Operating Activities:
Net income (loss)	$	(9,977	)	$	210,428
Income from discontinued operations, net of tax		—			216,777

Loss from continuing operations		(9,977	)		(6,349	)
Adjustments to reconcile loss from continuing operations to net cash (used in) provided by operating activities:
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs		2,236			3,946
Depreciation and amortization		72,504			74,414
Non-cash stock-based compensation expense		9,602			5,149
Impairment of inventory		1,349			78
Impairment of long-lived assets		608			(69	)
Loss on disposition of fixed assets		323			1,391
Equity earnings of unconsolidated entities, net of tax		(5,034	)		(3,959	)
Deferred income taxes		(6,812	)		(21,418	)
(Gain) loss on dispositions		(3,810	)		34,792
Other non-cash items		2,496			8,181
Non-cash change in fair value of contingent purchase price consideration		142			(14,035	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net		(9,199	)		(11,755	)
Inventories, net		(14,147	)		(29,705	)
Prepaid expenses and other current assets		(5,796	)		18,980
Accounts payable		(31,542	)		(18,648	)
Accrued expenses and other current liabilities		(7,413	)		(1,282	)
Other non-current liabilities		14			(7,348	)
Cash paid for contingent consideration		(143	)		(3,654	)

Net cash (used in) provided by continuing operations		(4,599	)		28,709
Net cash provided by discontinued operations		—			318

Net cash (used in) provided by operating activities		(4,599	)		29,027

Cash Flows from Investing Activities:
(Increase) decrease in restricted cash		(436	)		71
Purchases of property, plant and equipment		(14,504	)		(25,647	)
Proceeds from sale of property, plant and equipment		612			808
Cash received from business disposition, net of cash divested		21,470			581,185
Cash paid for business acquisitions, net of cash acquired		(5,945	)		—
Cash received from sales of marketable securities		93			86
Cash received from equity method investments		2,205			—
Cash paid for investments		(184	)		—
(Increase) decrease in other assets		(540	)		913

Net cash provided by continuing operations		2,771			557,416
Net cash used in discontinued operations		—			(209	)

Net cash provided by investing activities		2,771			557,207

Cash Flows from Financing Activities:
Cash paid for financing costs		(1	)		(59	)
Cash paid for contingent purchase price consideration		(145	)		(4,696	)
Proceeds from issuance of common stock, net of issuance costs		11,124			34,632
Proceeds from issuance of long-term debt		325			15
Payments on short-term debt		—			(321	)
Payments on long-term debt		(17,275	)		(463,011	)
Net payments under revolving credit facilities		(127	)		(127,050	)
Cash paid for dividends		(5,323	)		(5,323	)
Principal payments on capital lease obligations		(1,107	)		(1,484	)

Net cash used in continuing operations		(12,529	)		(567,297	)
Net cash used in discontinued operations		—			(76	)

Net cash used in financing activities		(12,529	)		(567,373	)

Foreign exchange effect on cash and cash equivalents		2,820			(6,127	)

Net (decrease) increase in cash and cash equivalents		(11,537	)		12,734
Cash and cash equivalents, beginning of period – continuing operations		502,200			378,461
Cash and cash equivalents, beginning of period – discontinued operations		—			23,300

Cash and cash equivalents, end of period		490,663			414,495
Less: Cash and cash equivalents of discontinued operations, end of period		—			—

Cash and cash equivalents of continuing operations, end of period	$	490,663		$	414,495

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

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, or U.S. GAAP, 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, 2015 included information and footnotes necessary for such presentation and were included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on August 8, 2016. 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, 2015.

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

(2) Revision of Previously Reported Consolidated Financial Statements

In connection with the preparation of our consolidated financial statements for the fiscal year ended December 31, 2015, we determined that, in fiscal years 2013 and 2014, each of the interim periods of 2014 and the first three quarters of fiscal year 2015, we had incorrectly reported the timing of recognition of certain revenue transactions for such periods. As a result, we revised our consolidated financial statements as of December 31, 2014 and for the fiscal years ended December 31, 2014 and 2013, each of the interim periods of 2014 and the first three quarters of fiscal year 2015.

Specifically, the errors in the application of U.S. GAAP rules regarding the timing of revenue recognition primarily relate to: (i) transactions, principally in Africa, in which we recognized revenue when the product shipped to the distributor, but we contractually retained title in the products until the distributor paid for the products in full or the distributor was not obligated to pay us until the products were sold through to the end-user; (ii) “bill and hold” transactions, principally in China, which did not meet the criteria for revenue recognition under U.S. GAAP; and (iii) other transactions, in which we recognized revenue prior to full satisfaction of all contractual criteria for title and risk of loss passing to the customer.

These errors required adjustments to the period in which certain revenues were recognized so that such revenues are recognized in the period in which: physical delivery occurred as defined by the contractual relationship; title and risk of loss had transferred to the buyer; or the buyer had the contractual obligation to pay the amounts invoiced, as required by U.S. GAAP revenue recognition rules and our accounting policy relating to revenue recognition. The adjustments recorded in connection with the revisions to the three months ended March 31, 2015 relate to a $4.7 million increase in revenue due to the aforementioned revenue recognition issues.

Additionally, we have reflected other out-of-period adjustments in the periods in which such adjustments originated. These adjustments were identified during the financial closing process in connection with the fiscal years ended December 31, 2014 and 2013 and the first three quarters of fiscal year 2015. The financial statements included in this Quarterly Report on Form 10-Q have been adjusted to include the adjustments in the period in which these items originated. Because these out-of-period adjustments are treated as corrections to our prior period financial results, the financial information included in this Quarterly Report on Form 10-Q has been revised. Specifically, these adjustments include a $1.5 million increase in cost of net product sales, a $1.1 million increase in other expenses due to errors in the measurement of a royalty obligation and the income tax impact of these adjustments. Although management has determined that the errors, as well as the revenue recognition issues noted in the preceding paragraphs, individually and in the aggregate, are not material to prior periods, the financial statements for the three months ended March 31, 2015 included herein have been revised to correct for the impact of these items. Unless otherwise indicated, the consolidated financial information as of and for the three months ended March 31, 2015 presented in this Quarterly Report on Form 10-Q reflects these revisions.

The following schedules reconcile the amounts as previously reported in the applicable financial statement to the corresponding revised amounts:


	Three Months Ended March 31, 2015
Revised Consolidated Statement of Operations (in thousands)	As Previously Reported			Revision Adjustment			As Revised
Net product sales	$	479,599		$	4,739		$	484,338
Net product sales and services revenue	$	603,455		$	4,739		$	608,194
Net revenue	$	608,153		$	4,739		$	612,892
Cost of net product sales	$	238,637		$	1,464		$	240,101
Cost of services revenue	$	75,581		$	45		$	75,626
Cost of net product sales and services revenue	$	314,218		$	1,509		$	315,727
Cost of net revenue	$	316,168		$	1,509		$	317,677
Gross profit	$	291,985		$	3,230		$	295,215
Operating income	$	27,407		$	3,230		$	30,637
Other income (expense), net	$	(1,270	)	$	(1,097	)	$	(2,367	)
Loss from continuing operations before benefit for income taxes	$	(20,294	)	$	2,133		$	(18,161	)
Benefit (provision) for income taxes	$	(8,786	)	$	933		$	(7,853	)
Income (loss) from continuing operations before equity earnings of unconsolidated entities, net of tax	$	(11,508	)	$	1,200		$	(10,308	)
Income (loss) from continuing operations	$	(7,549	)	$	1,200		$	(6,349	)
Net income	$	209,228		$	1,200		$	210,428
Net income attributable to Alere Inc. and Subsidiaries	$	209,140		$	1,200		$	210,340
Net income available to common stockholders	$	203,890		$	1,200		$	205,090
Basic and diluted net income (loss) per common share: Net income (loss) from continuing operations	$	(0.15	)	$	0.01		$	(0.14	)
Basic and diluted net income per common share: Net income per common share	$	2.42		$	0.01		$	2.43

	Three Months Ended March 31, 2015
Revised Consolidated Statement of Comprehensive Income (in thousands)	As Previously Reported			Revision Adjustment			As Revised
Net income	$	209,228		$	1,200		$	210,428
Comprehensive income	$	127,504		$	1,200		$	128,704
Comprehensive income attributable to Alere Inc. and Subsidiaries	$	127,416		$	1,200		$	128,616

	Three Months Ended March 31, 2015
Revised Consolidated Statement of Cash Flows (In thousands)	As Previously Reported			Revision Adjustment			As Revised
Net income	$	209,228		$	1,200		$	210,428
Loss from continuing operations	$	(7,549	)	$	1,200		$	(6,349	)
Depreciation and amortization	$	74,368		$	46		$	74,414
Deferred income taxes	$	(20,349	)	$	(1,069	)	$	(21,418	)
Accounts receivable, net	$	(16,881	)	$	5,126		$	(11,755	)
Inventories, net	$	(31,168	)	$	1,463		$	(29,705	)
Accrued expenses and other current liabilities	$	5,484		$	(6,766	)	$	(1,282	)
Other non-current liabilities	$	(7,997	)	$	649		$	(7,348	)
Net cash provided by operating activities	$	28,378		$	649		$	29,027
Excess tax benefits on exercised stock options	$	649		$	(649	)	$	—
Net cash used in financing activities	$	(566,724	)	$	(649	)	$	(567,373	)

We have also reflected these corrections as applicable in our consolidated financial statements and our consolidating financial statements presented in Note 22 Guarantor Financial Information.

(3) Merger Agreement

Merger Agreement with Abbott Laboratories

share of common stock. Each share of our Series B Convertible Perpetual Preferred Stock, par value $0.001 per share, or Series B Preferred Stock, issued and outstanding immediately prior to the effective time of the merger will remain issued and outstanding immediately following the consummation of the merger as one share of Series B Convertible Preferred Stock, par value $0.001 per share, of the surviving corporation. The Merger Agreement was approved by our board of directors. Completion of the merger is subject to customary closing conditions, including (1) the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of all outstanding shares of our common stock, (2) there being no judgment or law enjoining or otherwise prohibiting the consummation of the merger and (3) the expiration of the waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, and receipt of other required antitrust approvals. The obligation of each of the parties to consummate the merger is also conditioned on the other party’s representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under certain circumstances, Alere would be required to pay Abbott a termination fee equal to $177.0 million. We currently expect that the transaction will close by the end of 2016.

On May 2, 2016, Abbott and Alere received a request for additional information, or a “second request,” from the United States Federal Trade Commission, or the FTC, relating to Abbott’s potential acquisition of Alere. The second request was issued under the HSR Act. In addition, Abbott has agreed voluntarily to provide the FTC at least 60 days advance notice before certifying substantial compliance with the second request and to extend the waiting period imposed by the HSR Act until 60 days after Abbott and Alere have substantially complied with the second request, unless the period is further extended voluntarily by the parties or terminated sooner by the FTC. On June 23, 2016, Abbott and Alere received a request for additional information, or a “supplemental information request,” from the Canadian Competition Bureau, or the Bureau, relating to Abbott’s potential acquisition of Alere. The supplemental information request was issued under the Competition Act of Canada, or the Competition Act. The effect of the supplemental information request is to extend the waiting period imposed by the Competition Act until 30 days after Abbott and Alere have each complied with the supplemental information request, unless the period is extended voluntarily by the parties or terminated sooner by the Bureau. Under the terms of the Merger Agreement, Abbott has agreed to make certain divestitures if necessary to obtain the consent of the antitrust authorities to the transaction contemplated by the Merger Agreement, subject to certain materiality exceptions provided for in the Merger Agreement.

(4) Discontinued Operations

On January 9, 2015, we completed the sale of our health management business to OptumHealth Care Solutions for a purchase price of $599.9 million. We used the net cash proceeds of the sale to repay $575.0 million in aggregate principal amount of outstanding indebtedness under our prior credit facility.

The following summarized financial information related to the health management business has been segregated from continuing operations and reported as discontinued operations in our consolidated statement of operations for the three months ended March 31, 2015. The results are as follows (in thousands):


	Three Months Ended March 31, 2015
Net revenue	$	7,373
Cost of net revenue		(4,413	)
Sales and marketing		(996	)
General and administrative		(5,001	)
Interest expense		(9	)
Other income (expense), net		160
Gain on disposal		366,191

Income from discontinued operations before provision for income taxes		363,305
Provision for income taxes		146,528

Income from discontinued operations, net of tax	$	216,777

(5) 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 March 31, 2016, our cash equivalents consisted of money market funds.

(6) Inventories

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


	March 31, 2016		December 31, 2015
Raw materials	$	125,111	$	130,171
Work-in-process		75,625		69,178
Finished goods		150,195		147,652

	$	350,931	$	347,001

(7) Stock-based Compensation

We recorded stock-based compensation expense in our consolidated statements of operations for the three months ended March 31, 2016 and 2015 as follows (in thousands):


	Three Months Ended March 31,
	2016		2015
Cost of net revenue	$	479	$	253
Research and development		398		324
Sales and marketing		1,925		1,094
General and administrative		6,800		3,478

		9,602		5,149
Benefit for income taxes		—		(2,373	)

Stock-based compensation, net of tax	$	9,602	$	2,776

(8) 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 three months ended March 31, 2016 and 2015 (in thousands, except per share amounts):


	Three Months Ended March 31,
	2016			2015
Basic and diluted net income (loss) per common share:
Numerator:
Loss from continuing operations	$	(9,977	)	$	(6,349	)
Preferred stock dividends		(5,309	)		(5,250	)

Loss from continuing operations attributable to common shares		(15,286	)		(11,599	)
Less: Net income attributable to non-controlling interest		103			88

Loss from continuing operations attributable to Alere Inc. and Subsidiaries		(15,389	)		(11,687	)
Income from discontinued operations		—			216,777

Net income (loss) available to common stockholders	$	(15,389	)	$	205,090

Denominator:
Weighted-average common shares outstanding – basic and diluted		86,646			84,338

Basic and diluted net income (loss) per common share:
Loss from continuing operations attributable to Alere Inc. and Subsidiaries	$	(0.18	)	$	(0.14	)
Income from discontinued operations		—			2.57

Basic and diluted net income (loss) per common share	$	(0.18	)	$	2.43

The following potential dilutive securities were not included in the calculation of diluted net income (loss) per common share because the inclusion thereof would be antidilutive (in thousands):


	Three Months Ended March 31,
	2016		2015
Denominator:
Options to purchase shares of common stock		7,378		7,882
Warrants		—		4
Conversion shares related to 3% convertible senior subordinated notes		3,411		3,411
Conversion shares related to subordinated convertible promissory notes		—		27
Conversion shares related to Series B convertible preferred stock		10,239		10,239

Total number of antidilutive potentially issuable shares of common stock excluded from diluted common shares outstanding		21,028		21,563

(9) Stockholders’ Equity and Non-controlling Interests

(a) Preferred Stock

For both the three months ended March 31, 2016 and 2015, Series B preferred stock dividends amounted to $5.3 million, which reduced earnings available to common stockholders for purposes of calculating net income (loss) per common share for each of the periods. As of March 31, 2016, $5.3 million of Series B preferred stock dividends was accrued. As of April 15, 2016, payments have been made covering all dividend periods through March 31, 2016.

The Series B preferred stock dividends for the three months ended March 31, 2016 and 2015 were paid in cash in the subsequent quarters.

(b) Changes in Stockholders’ Equity and Non-controlling Interests

A summary of the changes in stockholders’ equity and non-controlling interests comprising total equity for the three months ended March 31, 2016 is provided below (in thousands):


	Three Months Ended March 31, 2016
	Total Stockholders’ Equity			Non- controlling Interests			Total Equity
Equity, beginning of period	$	2,054,165		$	4,264		$	2,058,429
Issuance of common stock under employee compensation plans		11,123			—			11,123
Net issuance of common stock to settle taxes on restricted stock units		(1,412	)		—			(1,412	)
Preferred stock dividends		(5,323	)		—			(5,323	)
Stock-based compensation expense		9,602			—			9,602
Excess tax benefits on exercised stock options		—			—			—
Other adjustments		—			(2	)		(2	)
Net income (loss)		(10,080	)		103			(9,977	)
Total other comprehensive income (loss)		22,348			—			22,348

Equity, end of period	$	2,080,423		$	4,365		$	2,084,788

(10) Business Combinations

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

Net assets acquired are recorded at their estimated fair value and are subject to adjustment upon finalization of the fair value analysis. The estimated useful lives of the individual categories of intangible assets were 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 intangible 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)

Acquisition in 2016

EDTS

On February 11, 2016, we acquired the shares of European Drug Testing Services EDTS AB, or EDTS, located in Lidingo, Sweden, a provider of services related to on-site drug testing. The aggregate purchase price was approximately $6.5 million and was paid in cash. The operating results of EDTS are included in our professional diagnostics reporting unit and business segment.

Our consolidated statements of operations for the three months ended March, 31, 2016 included revenue totaling approximately $0.9 million related to this business. Goodwill has been recognized in the acquisition and amounted to approximately $2.1 million, which is deductible for tax purposes.

A summary of the preliminary fair values of the net assets acquired from EDTS is as follows (in thousands):


	Fair Value
Current assets	$	1,371
Property, plant and equipment		115
Goodwill		2,053
Intangible assets		4,220

Total assets acquired	$	7,759

Current liabilities	$	1,301

Total liabilities assumed	$	1,301

Net assets acquired	$	6,458

Cash paid	$	6,458

The following table provides information regarding the intangible assets acquired in connection with the EDTS acquisition and their respective preliminary fair values and weighted-average useful lives (dollars in thousands):


	Fair Value		Weighted- average Useful Life
Core technology and patents	$	540		10.0 years
Trademarks and trade names		310		20.0 years
Customer relationships		2,800		14.0 years
Non-compete agreements		570		3.0 years

Total intangible assets	$	4,220

(11) Restructuring

The following table sets forth aggregate restructuring charges recorded in our consolidated statements of operations for the three months ended March 31, 2016 and 2015 (in thousands):


	Three Months Ended March 31,
Statement of Operations Caption	2016		2015
Cost of net revenue		1,267		1,502
Research and development		1,920		493
Sales and marketing		650		1,383
General and administrative		3,826		892

Total operating expenses		7,663		4,270
Interest expense, including amortization of original issue discounts and deferred financing costs		5		7

Total charges		7,668		4,277

(a)

Restructuring Plans

During 2016, management developed world-wide cost reduction plans to reduce costs and improve operational efficiencies within our professional diagnostics and corporate and other business segments, primarily impacting our manufacturing and supply chain, and research and development groups, as well as closing certain business locations in Europe and the United States. The following table summarizes the restructuring activities related to our 2016 restructuring plans, in addition to our earlier restructuring plans as disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, for the three months ended March 31, 2016 and 2015 and since inception of these restructuring plans (in thousands):


	Three Months Ended March 31,					Since
	2016		2015			Inception
Professional Diagnostics
Severance-related costs	$	3,091	$	2,800		$	41,078
Facility and transition costs		981		1,426			12,649
Other exit costs		5		7			827

Cash charges		4,077		4,233			54,554
Fixed asset and inventory impairments		398		9			16,351
Other non-cash charges		213		—			2,195

Total professional diagnostics charges	$	4,688	$	4,242		$	73,100


Corporate and Other
Severance-related costs	$	15	$	42		$	4,292
Facility and transition costs		2,965		(7	)		14,287

Total corporate and other charges	$	2,980	$	35		$	18,579


Total restructuring charges	$	7,668	$	4,277		$	91,679

We anticipate incurring approximately $3.2 million and $5.9 million in additional costs under our 2016 restructuring plans related to our professional diagnostics and corporate and other business segments, respectively, primarily related to integration and operational initiatives and site closures. We may develop additional restructuring plans over the remainder of 2016. In addition, we anticipate incurring approximately $3.8 million in additional costs under earlier restructuring plans related to our professional diagnostics segment and corporate and other segment as in effect at March 31, 2016, primarily related to the closure of our manufacturing facility in Israel.

(b)

Restructuring Reserves

The following table summarizes our restructuring reserves related to the plans described above, of which $6.1 million is included in accrued expenses and other current liabilities and $1.0 million is included in other long-term liabilities on our accompanying consolidated balance sheets (in thousands):


	Severance- related Costs			Facility and Transition Costs			Other Exit Costs			Total
Balance, December 31, 2015	$	1,633		$	1,966		$	180		$	3,779
Cash charges		3,106			3,946			5			7,057
Payments		(1,904	)		(1,897	)		(36	)		(3,837	)
Currency adjustments		45			37			—			82

Balance, March 31, 2016	$	2,880		$	4,052		$	149		$	7,081

(12) Long-term Debt

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


	March 31, 2016			December 31, 2015
A term loans⁽¹⁾⁽²⁾	$	568,955		$	575,746
B term loans⁽¹⁾⁽²⁾		963,656			965,740
7.25% Senior notes⁽²⁾		446,689			446,320
6.5% Senior subordinated notes⁽²⁾		419,533			419,209
6.375% Senior subordinated notes⁽²⁾		418,362			418,133
3% Convertible senior subordinated notes⁽³⁾		149,960			149,839
Other lines of credit		22			136
Other		49,521			56,035

		3,016,698			3,031,158
Less: Short-term debt and current portion of long-term debt		(193,044	)		(199,992	)

Long-term debt	$	2,823,654		$	2,831,166

⁽¹⁾	Incurred under our secured credit facility entered into on June 18, 2015.

⁽²⁾

As discussed more fully below in this Note 12, (i) on March 31, 2016 we were in default under the credit agreement governing our secured credit facility, or the Credit Agreement, and the respective indentures governing our 7.25% senior notes, our 6.5% senior subordinated notes, our 6.375% senior subordinated notes and our 3% convertible senior subordinated notes as a result of our failure to timely furnish to the holders of such debt our annual financial statements for the year ended December 31, 2015 and (ii) we subsequently entered into an amendment to the Credit Agreement and solicited consents from the requisite holders of our senior notes and senior subordinated notes (other than holders of our 3% convertible senior subordinated notes) to waive certain defaults and extend the deadline dates for the filing and delivery, as applicable, of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, this Quarterly Report on Form 10-Q and certain related deliverables in order to avoid events of default under the Credit Agreement and the indentures governing such notes.

⁽³⁾	The principal amount of the 3% convertible senior subordinated notes is included in the short-term debt and current portion of long-term debt on our consolidated balance sheets as of December 31, 2015 and March 31, 2016, as these notes matured (and were fully paid and discharged) in May 2016.

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 accompanying consolidated statements of operations for the three months ended March 31, 2016 and 2015 as follows (in thousands):


	Three Months Ended March 31,
	2016		2015
Secured credit facility ⁽¹⁾	$	17,043	$	—
Prior credit facility⁽²⁾		—		19,462
7.25% Senior notes		8,524		8,524
6.375% Senior subordinated notes		7,003		—
6.5% Senior subordinated notes		7,231		7,233
8.625% Senior subordinated notes		—		9,273
3% Convertible senior subordinated notes		1,244		1,246
Other		1,060		693

	$	42,105	$	46,431

⁽¹⁾	Includes “A” term loans, “B” term loans, and revolving line of credit loans.

⁽²⁾	Includes the following loans under our prior credit facility: “A” term loans, including the “Delayed-Draw” term loans; “B” term loans, including the term loans previously referred to as “Incremental B-1” term loans and “Incremental B-2” term loans and later

converted into and consolidated into the “B” term loans; and revolving line of credit loans. For the three months ended March 31, 2016 and 2015, the amounts include $0.0 million and $0.4 million, respectively, related to the amortization of fees paid for certain debt modifications.

April 2016 Amendment to Secured Credit Facility and May 2016 Waivers with respect to Senior Notes and Senior Subordinated Notes

On April 22, 2016, we and the requisite lenders under the Credit Agreement entered into an amendment to the Credit Agreement pursuant to which they agreed to (i) waive certain Defaults and Events of Defaults (each as defined in the Credit Agreement) that may have occurred, are occurring or will occur, resulting from, among other things, (x) our failure to deliver to the Administrative Agents (as defined in the Credit Agreement) the financial statements and certain related deliverables for the year ended December 31, 2015 by the applicable deadline under the Credit Agreement, (y) any restatement of certain financial statements as a result of our incorrect application of revenue recognition principles for the years ended December 31, 2013, 2014 and 2015, or (z) any breach of any representation or affirmative covenant as a result of certain deliverables being incorrect when delivered, which breach is discovered as part of the audit of our financial statements for the year ended December 31, 2015, to the extent that such breach is due to our incorrect application of revenue recognition principles for the years ended December 31, 2013, 2014 and 2015, and (ii) extend the deadlines for delivery of the financial statements for the year ended December 31, 2015, the financial statements for the quarter ended March 31, 2016 and certain related deliverables. Under the terms of this amendment, we are required to deliver our unaudited financial statements for the three months ended March 31, 2016 and certain related deliverables on or before August 18, 2016, and our failure to do so could give rise to an Event of Default under the Credit Agreement and may result in the acceleration of the amounts due thereunder. In connection with this amendment, we paid, among other fees and expenses, to each consenting lender aggregate consent fees of 0.250% of the sum of (i) the aggregate principal amount of such lender’s Term Loans outstanding on the effective date of the amendment and (ii) such lender’s Revolving Credit Commitment (each as defined in the Credit Agreement) outstanding on the effective date of the amendment, or approximately $4.5 million in the aggregate for all consenting lenders. The amendment also increases the applicable interest rate margins for all loans outstanding under our secured credit facility by 0.25% per annum for the period from July 1, 2016 to the date of delivery of such financial reports and related deliverables under our secured credit facility.

See Note 23 Subsequent Events for a discussion of a proposed amendment to our Credit Agreement that the Company is pursuing.

In addition, on April 29, 2016, we commenced consent solicitations relating to our 6.5% senior subordinated notes, our 6.375% senior subordinated notes and our 7.25% senior notes, which we refer to collectively as the Notes. The consent solicitations were made to holders of record of the Notes as of April 28, 2016, and such solicitations were completed on May 9, 2016. Pursuant to the consent solicitations, the requisite holders of each series of Notes agreed to extend the deadline for delivery of certain financial information and to waive, through and until 5:00 p.m., New York City time, on August 31, 2016, any default or event of default that occurred, is continuing or may occur under the indentures under which the Notes were issued (and its consequences) in connection with any failure to timely file with the SEC or to timely furnish to the relevant trustees pursuant to the indentures, our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. and our subsequent Quarterly Reports on Form 10-Q, or the Failures to File. In connection with the Failures to File, we paid, in May and July 2016, to each holder of Notes who validly delivered a consent aggregate cash payments equal to $15.00 for each $1,000 aggregate principal amount of such holder’s Notes, or an aggregate of $19.2 million.

Maturity of our 3.0% convertible senior subordinated notes

Our 3% convertible senior subordinated notes matured on May 15, 2016. Based on the price of our common stock on the date of maturity, we paid all outstanding principal and accrued interest owing under such notes in cash. The aggregate amount paid to the noteholders at maturity was approximately $152.0 million, consisting of $125.0 million in cash drawn under our revolving credit facility plus $27.0 million of cash available on such date.

(13) 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.

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.

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 following tables present information about our assets and liabilities that are measured at fair value on a recurring basis as of March 31, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques we utilized to determine such fair value (in thousands):


Description	March 31, 2016		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Marketable securities	$	71	$	71	$	—	$	—

Total assets	$	71	$	71	$	—	$	—

Liabilities:
Contingent consideration obligations ⁽¹⁾	$	57,547	$	—	$	—	$	57,547

Total liabilities	$	57,547	$	—	$	—	$	57,547


Description	December 31, 2015		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)
Assets:
Marketable securities	$	164	$	164	$	—	$	—

Total assets	$	164	$	164	$	—	$	—

Liabilities:
Contingent consideration obligations ⁽¹⁾	$	57,744	$	—	$	—	$	57,744

Total liabilities	$	57,744	$	—	$	—	$	57,744

⁽¹⁾

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 or decreases in any of these inputs could result in a significantly higher or 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. See Note 17(a) Commitments and Contingences for additional information on the valuation of our contingent consideration obligations.

Changes in the fair value of our Level 3 contingent consideration obligations during the three months ended March 31, 2016 were as follows (in thousands):


Fair value of contingent consideration obligations, December 31, 2015	$	57,744
Payments		(344	)
Fair value adjustments		143
Foreign currency adjustments		4

Fair value of contingent consideration obligations, March 31, 2016	$	57,547

At March 31, 2016 and December 31, 2015, 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 $3.0 billion and $3.1 billion, respectively, at March 31, 2016. The carrying amount and estimated fair value of our long-term debt were $3.1 billion and $3.0 billion, respectively, at December 31, 2015. 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.

(14) 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 current reportable operating segments are professional diagnostics, 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 months ended March 31, 2016 and 2015 is as follows (in thousands):


	Professional Diagnostics			Consumer Diagnostics		Corporate and Other			Total
Three Months Ended March 31, 2016:
Net revenue	$	560,768		$	17,442	$	—		$	578,209
Operating income (loss)	$	82,679		$	167	$	(54,610	)	$	28,236
Gain on dispositions, net	$	3,810		$	—	$	—		$	3,810
Depreciation and amortization	$	68,832		$	1,499	$	2,173		$	72,504
Restructuring charges	$	4,688		$	—	$	2,980		$	7,668
Stock-based compensation	$	—		$	—	$	9,602		$	9,602
Three Months Ended March 31, 2015:
Net revenue	$	590,924		$	21,968	$	—		$	612,892
Operating income (loss)	$	89,543		$	2,204	$	(61,110	)	$	30,637
Impairment and (gain) loss on dispositions, net	$	(1,731	)	$	—	$	36,523		$	34,792
Depreciation and amortization	$	72,469		$	711	$	1,234		$	74,414
Restructuring charges	$	4,235		$	—	$	35		$	4,270
Stock-based compensation	$	—		$	—	$	5,149		$	5,149
Assets:
As of March 31, 2016	$	5,627,777		$	178,699	$	88,832		$	5,895,308
As of December 31, 2015	$	5,619,901		$	172,551	$	130,669		$	5,923,121

The following table summarizes our net revenue from the professional diagnostics reporting segment by groups of similar

products and services for the three months ended March 31, 2016 and 2015 (in thousands):


	Three Months Ended March 31,
	2016		2015
Cardiometabolic	$	194,577	$	200,936
Infectious disease		183,234		185,402
Toxicology		146,783		148,756
Other		33,444		51,132

Total professional diagnostics net product sales and services revenue		558,038		586,226
License and royalty revenue		2,730		4,698

Total professional diagnostics net revenue	$	560,768	$	590,924

(15) Related Party Transactions

(a) SPD Joint Venture

In May 2007, we completed the formation of SPD Swiss Precision Diagnostics GmbH, or SPD, our 50/50 joint venture with Procter & Gamble, or P&G, for the development, manufacturing, marketing and sale of existing and to-be-developed consumer diagnostic products, outside the cardiometabolic, 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 payable to SPD of $5.2 million as of March 31, 2016 and $1.2 million as of December 31, 2015. The $5.2 million net payable balance as of March 31, 2016 is net of a receivable of approximately $1.4 million for costs incurred in connection with our 2008 SPD-related restructuring plans. The $1.2 million net payable balance as of December 31, 2015 is net of a receivable of approximately $1.5 million for costs incurred in connection with our 2008 SPD-related restructuring plans. We have also recorded a long-term receivable totaling approximately $8.6 million and $8.9 million as of March 31, 2016 and December 31, 2015, respectively, related to the 2008 SPD-related restructuring plans. Additionally, customer receivables associated with revenue earned after the formation of the joint venture have been classified as other receivables within prepaid and other current assets on our consolidated balance sheets in the amounts of $6.6 million and $7.8 million as of March 31, 2016 and December 31, 2015, 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 $17.7 million and $19.5 million during the three months ended March 31, 2016 and 2015, respectively. Additionally, services revenue generated pursuant to the long-term services agreement with the joint venture totaled $0.2 million and $0.3 million during the three months ended March 31, 2016 and 2015, 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, SPD purchases products from our manufacturing facilities in China. SPD in turn sells a portion of those tests back to us for final assembly and packaging. Once packaged, a portion of the tests are sold to P&G for distribution to third-party customers in North America. We defer our profit on products sold to SPD until the products are sold through to the customer. As a result of these related transactions, we have recorded $7.5 million and $9.9 million of trade receivables which are included in accounts receivable on our consolidated balance sheets as of March 31, 2016 and December 31, 2015, respectively, and $26.9 million and $23.6 million of trade accounts payable which are included in accounts payable on our consolidated balance sheets as of March 31, 2016 and December 31, 2015, respectively.

The following table summarizes our related party balances with SPD within our consolidated balance sheets (in thousands):


Balance Sheet Caption	March 31, 2016		December 31, 2015
Accounts receivable, net of allowances	$	7,486	$	9,873
Prepaid expenses and other current assets	$	6,577	$	6,602
Other non-current assets	$	8,637	$	8,895
Accounts payable	$	26,882	$	24,887

As previously disclosed, SPD is currently involved in civil litigation brought by a competitor in the United States with respect to the advertising of one of SPD’s products in the United States. During 2015, SPD appealed the district court’s injunction with respect to sales and advertising of such product, which was based on a finding that SPD violated certain laws with respect to the advertising of such product. The appellate court has issued a stay of the injunction, pending the outcome of the appeal. A ruling on the appeal is expected in the near future. In addition, a class action lawsuit has been initiated against SPD in the United States District Court for the Central District of California, alleging violations of certain laws in connection with the sales and advertising of one of SPD’s products which claims are based on similar grounds as those at issue in the litigation described above in this paragraph. SPD has moved to dismiss the class action lawsuit on the ground, among others, that the claims pleaded are preempted by federal law. A decision on the motion is expected shortly. There may be additional lawsuits against SPD or us relating to this matter in the future. The ultimate resolution of these matters is not known at this time, nor is the potential impact they may have on SPD or us, including whether any such resolution or any damages imposed by either court would have a material adverse impact on SPD and, ultimately, by virtue of our 50% interest in SPD, on our financial position or results of operations.

(b) Entrustment Loan Arrangement with SPD Shanghai

Our subsidiary Alere (Shanghai) Diagnostics Co., Ltd., or Alere Shanghai, and SPD’s subsidiary SPD Trading (Shanghai) Co., Ltd., or SPD Shanghai, entered into an entrustment loan arrangement for a maximum of CNY 23 million (approximately $3.6 million at March 31, 2016), in order to finance the latter’s short-term working capital needs, with the Royal Bank of Scotland (China) Co., Ltd. Shanghai Branch, or RBS. The agreement governs the setting up of an Entrustment Loan Account with RBS, into which Alere Shanghai deposits certain monies. This restricted cash account provides a guarantee to RBS of amounts borrowed from RBS by SPD Shanghai. The Alere Shanghai RBS account is recorded as restricted cash on our balance sheet and amounted to $3.6 million at March 31, 2016.

(c) TechLab

We have an equity method investment in TechLab, Inc., or TechLab, a company that provides diagnostic testing products used by physicians and other health care customers to diagnose, treat, and monitor intestinal diseases and other medical conditions. We own approximately 49% of Techlab. We have also entered into an exclusive distributor agreement with Techlab. This agreement grants us the global distribution rights to Techlab’s products with certain exceptions. We had trade payables owed to Techlab of $1.8 million and $3.2 million as of March 31, 2016 and December 31, 2015, respectively. We made product purchases from Techlab of $4.6 million and $4.4 million during the three months ended March 31, 2016 and 2015, respectively.

(16) Other Arrangements

In September 2014, we entered into a contract with the U.S. Department of Health and Human Services’ Biomedical Advanced Research and Development Authority, or BARDA, to develop diagnostic countermeasures for pandemic influenza. Under the terms of the 3.5 year contract, BARDA has agreed to provide up to $12.9 million to us to support the development of a rapid, molecular, low-cost

influenza diagnostic device with PCR-like performance at the point of care. The project is designed to help support future preparedness and medical response to an influenza pandemic. Funding from BARDA is subject to successful completion of various interim feasibility and development milestones as defined in the agreement. For the three months ended March 31, 2016 and 2015, we had incurred $0.7 million and $0.5 million, respectively, of qualified expenditures under the contract, for which we had received cash reimbursement from BARDA in the amount of $0.3 million and $0.3 million, respectively, and $0.4 million and $0.1 million were recorded as receivables as of March 31, 2016 and 2015, respectively. Reimbursements of qualified expenditures under this contract are recorded as a reduction of our related qualified research and development expenditures.

In February 2013, we entered into an agreement with the Bill & Melinda Gates Foundation, or the Gates Foundation, whereby we were awarded a grant by the Gates Foundation in the amount of $21.6 million to support the development and commercialization of validated, low-cost, nucleic-acid assays and cartridges for clinical Tuberculosis (TB) detection and drug-resistance testing, and adaptation of an analyzer platform capable of operation in rudimentary laboratories in low-resource settings. In connection with this agreement, we also entered into a loan agreement with the Gates Foundation, or the Gates Loan Agreement, which provided for the making of subordinated term loans by the Gates Foundation to us from time to time, subject to the achievement of certain milestones, in an aggregate principal amount of up to $20.6 million. In April 2016, we and the Gates Foundation agreed to mutually terminate this grant and loan agreement and, therefore, there will be no additional grants and no advances will be available under the loan agreement. As of March 31, 2016, we had borrowed no amounts under the Gates Loan Agreement. As of March 31, 2016, we had received approximately $19.7 million in grant-related funding from the Gates Foundation. Grant funds were recorded upon receipt as restricted cash and deferred grant funding, with the deferred grant funding classified within accrued expenses and other current liabilities on our accompanying consolidated balance sheet. As qualified expenditures were incurred under the terms of the grant, we used the deferred funding to recognize a reduction of our related qualified research and development expenditures. For the three months ended March 31, 2015, we incurred approximately $2.1 million of qualified expenditures, for which we reduced our deferred grant funding balance and recorded an offset to our research and development expenses. There were no amounts remaining as restricted cash or deferred grant funding under the February 2013 grant agreement as of March 31, 2016.

In addition to the February 2013 grant discussed above, we have also been awarded several smaller grants by the Gates Foundation in the aggregate amount of approximately $2.9 million to support the elimination of malaria. We incurred qualifying expenses totaling approximately $0.2 million and $0.2 million for the three months ended March 31, 2016 and 2015, respectively. As of March 31, 2016, $1.8 million was recorded as restricted cash and deferred grant funding on our accompanying consolidated balance sheet.

(17) Commitments and Contingencies

(a) Acquisition-related Contingent Consideration Obligations

We have contractual contingent purchase price consideration obligations related to certain of our acquisitions. We determine the acquisition date fair value of the contingent consideration obligations based on a probability-weighted approach derived from the overall likelihood of achieving certain performance targets, including product development milestones or financial metrics. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement, as defined in fair value measurement accounting. The resultant probability-weighted earn-out payments are discounted using a discount rate based upon the weighted-average cost of capital. At each reporting date, we revalue the contingent consideration obligations to the reporting date fair values and record increases and decreases in the fair values as income or expense in our consolidated statements of operations.

Increases or decreases in the fair values of the contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of earn-out criteria and changes in probability assumptions with respect to the likelihood of achieving the various earn-out criteria.

The following table summarizes our contractual contingent purchase price consideration obligations related to certain of our acquisitions, as follows (in thousands):


Acquisition	Acquisition Date		Acquisition Date Fair Value		Maximum Remaining Earn-out Potential as of March 31, 2016			Remaining Earn-out Period as of March 31, 2016			Estimated Fair Value as of March 31, 2016		Estimated Fair Value as of December 31, 2015		Payments Made During 2016
TwistDx, Inc.⁽¹⁾		March 11, 2010	$	35,600	$	103,048			2016 – 2025	⁽³⁾	$	48,800	$	47,800	$	199
Epocal⁽²⁾		February 1, 2013	$	75,000	$	47,725			2016 – 2018			3,700		4,700		—
Other		Various	$	30,373	$	—	⁽⁴⁾		2016			5,047		5,244		145

											$	57,547	$	57,744	$	344

⁽¹⁾	The terms of the acquisition agreement require us to pay an earn-out upon successfully meeting certain revenue and product development targets through 2025.

⁽²⁾	The terms of the acquisition agreement require us to pay earn-outs and management incentive payments upon successfully meeting certain product development and United States Food and Drug Administration regulatory approval milestones from the date of acquisition through December 31, 2018.

⁽³⁾	The maximum earn-out period ends on the fifteenth anniversary of the acquisition date.

⁽⁴⁾	The maximum remaining earn-out potential for the other acquisitions is not determinable due to the nature of one of the earn-outs, which is tied to an unlimited revenue metric.

(b) Legal Proceedings

U.S. Securities and Exchange Commission Subpoena

On August 28, 2015, we received a subpoena from the SEC which indicated that it is conducting a formal investigation of Alere. The SEC’s subpoena relates to, among other things, (i) our previously filed restatement and revision to our financial statements, including the accounting for deferred taxes for discontinued operations, as well as our tax strategies and policies and (ii) our sales practices and dealings with third parties (including distributors and foreign government officials) in Africa relating to sales to government entities. On January 14, 2016, we received a second subpoena from the SEC in connection with this formal investigation seeking, among other things, additional information related to sales of products and services to end-users in Africa, as well as revenue recognition relating to sales of products and services to end-users in Africa. We have also received, from time to time, requests in connection with the investigation to voluntarily produce additional information to the SEC, including information pertaining to certain other countries in Asia and Latin America.

We are cooperating with the SEC and have provided documents in response to the subpoenas and voluntary requests. We are unable to predict when this matter will be resolved or what further action, if any, the SEC may take in connection with it.

Department of Justice Grand Jury Subpoena

On March 11, 2016, we received a grand jury subpoena from the United States Department of Justice requiring the production of documents relating to, among other things, sales, sales practices and dealings with third parties (including distributors and foreign governmental officials) in Africa, Asia and Latin America and other matters related to the U.S. Foreign Corrupt Practices Act.

We are cooperating with the Department of Justice and have provided information in response to the subpoena. We are unable to predict when this matter will be resolved or what further action, if any, the Department of Justice may take in connection with it.

Securities Class Actions

On April 21, 2016, a class action lawsuit captioned Godinez v. Alere Inc., was filed against us in the United States District Court for the District of Massachusetts. On May 4, 2016, a second class action lawsuit captioned Breton v. Alere Inc., was filed against us in the United States District Court for the District of Massachusetts. Both of these class actions purport to assert claims against us and certain current and former officers for alleged violations of Section 10(b) and Section 20(a) of the Exchange Act and Rule 10b-5 under the Exchange Act. Each plaintiff seeks to represent a proposed class of all persons who purchased or otherwise acquired our common stock during the period May 9, 2013 through April 20, 2016. Each complaint seeks damages allegedly caused by alleged materially misleading statements and/or material omissions by us and the officers regarding our business, prospects and operations, each plaintiff claims, which allegedly operated to inflate artificially the price paid for our common stock during the class period. Each complaint seeks unspecified compensatory damages, attorneys’ fees and costs. On July 11, 2016, the court entered an order consolidating the two actions and appointing lead plaintiffs and lead counsel, and on July 19, 2016, the court ordered a schedule for the filing of a consolidated amended complaint and for the motion to dismiss briefing.

We are unable at this time to determine the outcome of this class action lawsuit or our potential liability, if any.

Matters Relating to our San Diego Facility

On October 9, 2012, we received a warning letter from the FDA referencing inspectional observations set forth in a Form FDA 483 received in June 2012. The observations were the result of an inspection of our San Diego facility conducted earlier during 2012 relating to our Alere Triage products, which resulted in two recalls of certain Alere Triage products and revised release specifications for our Alere Triage meter-based products. In September 2014, as follow up to a further inspection of our San Diego facility, the FDA notified us that this inspection was classified “voluntary action indicated,” meaning that the objectionable conditions or practices found in the inspection did not meet the threshold of significance requiring regulatory action, but that formal close-out of the October 2012 warning letter could not occur until after a future inspection.

In May 2012, we also 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. We are cooperating with the OIG and are responding to the investigation, which is ongoing.

We are unable to predict when these matters will be resolved or what further action, if any, the government will take in connection with them.

INRatio Class Actions

On May 26, 2016, a class action lawsuit captioned Dina Andren and Sidney Bludman v. Alere Inc., et al., was filed against us in the United States District Court for the Southern District of California. In addition, on July 22, 2016, a class action lawsuit captioned J.E, J.D., and all others similarly situated v. Alere Inc., Alere San Diego, Inc. and Alere Home Monitoring, Inc., was filed against us in the United States District Court for the District of Massachusetts. These class actions purport to assert claims against us under several legal theories, including fraud, breach of warranty, unjust enrichment and violation of applicable unfair competition/business practice statutes in connection with the manufacturing, marketing and sale of our INRatio products. The plaintiffs in the Dina Andren and Sidney Bludman class action seek to represent a proposed class of all persons who purchased, rented or otherwise paid for the INRatio system during the period January 1, 2009 to May 26, 2016 in the United States, or alternatively, California, Maryland and/or New York. The plaintiffs in the J.E, J.D., and all others similarly situated class action seek to represent a proposed class of all persons who purchased, rented or otherwise paid for the INRatio system during the period April 1, 2008 to present. Both class action complaints seek restitution and damages allegedly resulting from inaccurate PT/INR readings and from the purchase of devices that claimants say they would not have purchased had they known of the alleged propensity of these devices to yield inaccurate PT/INR results. Among other things, plaintiffs in these class action lawsuits seek a refund of money spent on INRatio products. Each complaint also seeks unspecified compensatory damages, injunctive relief, attorneys’ fees and costs. The Andren action also appears to seek damages for personal injury.

We are unable, at this time, to determine the outcome of these class action lawsuits or our potential liability, if any.

Claims in the Ordinary Course and Other Matters

We are also party to certain other legal proceedings and other governmental investigations, or are requested to provide information in connection with such proceedings or investigations. For example, in December 2014, we and our subsidiary, Avee Laboratories Inc., or Avee, received subpoenas from the United States Attorney for the District of New Jersey seeking marketing materials and other documents relating primarily to billing and marketing practices related to toxicology testing. In addition, we received a U.S. Department of Justice criminal subpoena addressed to Alere Toxicology Services, Inc. on July 1, 2016 which seeks records related to Medicare, Medicaid and Tricare billings dating back to 2010 for specific patient samples tested at our Austin, Texas pain management laboratory and payments made to physicians. We are cooperating with these investigations and are providing documents in response to both subpoenas. We and our subsidiary, Arriva Medical, LLC, are also in the process of responding to Civil Investigative Demands, or CIDs, the most recent of which was received in July 2016, from the United States Attorney for the Middle District of Tennessee in connection with an investigation of possible improper claims submitted to Medicare and Medicaid. The CIDs request patient and insurance billing and medical records, records related to interactions with third parties, and correspondence relating to the same, dating back to January 2010. We are cooperating with the investigation and are providing documents responsive to the CIDs. We cannot predict what effect, if any, these investigations, or any resulting claims, could have on Alere or its subsidiaries.

We have received, from time to time, additional subpoenas and requests for information from the United States Department of Justice, other federal government agencies and state attorneys general, and we have, in each of these cases, cooperated with the applicable governmental entity in responding to the applicable subpoena or request for information. For example, in May 2016, we received a subpoena from the U.S. Attorney for the District of New Jersey, which seeks various documents related to the accuracy, reliability and performance of the INRatio System, including documents relating to prior interactions with the FDA and others regarding the system.

Our diabetes, toxicology and patient self-testing businesses are subject to audit and claims for reimbursement brought in the ordinary course by private third-party payers, including health insurers, Zone Program Integrity Contractors, or ZPICs, and Medicare Administrative Contractors, or MACs, to monitor compliance with coverage and reimbursement rules and guidelines. These types of audits and claims can include, but are not limited to, claims relating to proper documentation and support or claims relating to the medical necessity of certain testing and can lead to assertions or determinations that certain claims should not have been, or will no longer be, paid by the private third-party payer or by Medicare or Medicaid. In such cases, the payer or program may seek to recoup or offset amounts they assert have been paid in error.

Our businesses may also be subject at any time to other commercial disputes, product liability claims, personal injury claims, including claims arising from or relating to product recalls, negligence claims, third-party subpoenas or various other lawsuits arising in the ordinary course of business, including infringement, employment or investor matters, and we expect that this will continue to be the case in the future. For example, several individuals have filed suits against us alleging personal injury claims in connection with the use of our INRatio products (which are in addition to the class action suits described above).

Such lawsuits or claims generally seek damages or reimbursement, sometimes in substantial amounts. There are possible unfavorable outcomes related to litigation or governmental investigations that could adversely impact our business, results of operations, financial condition, and cash flows.

(18) 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 on or before 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. Please also see Note 3, Summary of Significant Accounting Policies, to our consolidated financial statements included within our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Recently Issued Standards

In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, or ASU 2016-09. ASU 2016-09 simplifies several aspects of the accounting for share-based payment award transactions including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. We do not expect the adoption of ASU 2016-09 to have a significant impact on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting, or ASU 2016-07. ASU 2016-07 eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. ASU 2016-07 requires that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. ASU 2016-07 also requires that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, and should be applied prospectively with early adoption permitted. We do not expect the adoption of ASU 2016-07 to have a significant impact on our consolidated financial statements.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), or ASU 2016-02. ASU 2016-02 requires lessees to recognize for all leases (with the exception of short-term leases) at the commencement date, a lease liability which is a lessee‘s obligation to make lease payments arising from a lease measured on a discounted basis, and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and should be applied with a modified retrospective transition approach, with early adoption permitted. We do not expect the adoption of ASU 2016-02 to have a significant impact on our consolidated financial statements.

We believe that there were no other accounting standards recently issued that had or are expected to have a material impact on our consolidated financial statements.

Recently Adopted Standards

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments, or ASU 2015-16. ASU 2015-16 requires that an acquirer recognize adjustments to estimated amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. ASU 2015-16 is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. The amendments should be applied prospectively to adjustments to provisional amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued. Effective January 1, 2016, we adopted ASU 2015-16. The adoption did not have a significant impact on our consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, or ASU 2015-03. ASU 2015-03 is intended to simplify the presentation of debt issuance costs. It

requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. Early adoption is permitted. In August 2015, the FASB issued ASU No. 2015-15, Interest —Imputation of Interest (Subtopic 835-30) — Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting), or ASU 2015-15. ASU 2015-15 adds the authoritative guidance on presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements to ASU 2015-03. Effective January 1, 2016, we adopted ASU 2015-03 and ASU 2015-15, as such, we have reclassified $32.1 million and $34.1 million of debt issuance costs from Other non-current assets to long-term debt, net of current portion on our balance sheet, as of March 31, 2016 and December 31, 2015, respectively.

In June 2014, the FASB issued ASU No. 2014-12, Compensation — Stock Compensation (Topic 718) — Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, or ASU 2014-12. ASU 2014-12 requires that a performance target which affects vesting and which could be achieved after

the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015, and for interim periods within those fiscal years. Early adoption is permitted. Effective March 31, 2016, we adopted ASU 2014-12. The adoption did not have a significant impact on our consolidated financial statements.

(19) 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

We recorded earnings of $4.6 million and $3.6 million during the three months ended March 31, 2016 and 2015, 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 for the respective periods and elimination of intercompany profit in inventory related to sales from Alere to SPD which is reflected in SPD’s net income.

(b) TechLab

We recorded earnings of $0.5 million and $0.4 million during the three months ended March 31, 2016 and 2015, 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.

As of March 31, 2016, we continued to meet the held for sale criteria with respect to our 49% investment in TechLab. We intend to use all or a portion of the proceeds from any sale of this investment to fund our working capital, operations, research and development or repay a portion of our outstanding indebtedness. Accordingly, we have classified our investment in TechLab in assets held for sale – non-current in our consolidated balance sheet as of March 31, 2016.

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


	Three Months Ended March 31,
Combined Condensed Results of Operations:	2016		2015
Net revenue	$	53,434	$	47,857

Gross profit	$	36,219	$	33,271

Net income after taxes	$	10,141	$	8,057


Combined Condensed Balance Sheet:	March 31, 2016		December 31, 2015
Current assets	$	90,258	$	71,542
Non-current assets		29,445		30,802

Total assets	$	119,703	$	102,344

Current liabilities	$	47,009	$	37,609
Non-current liabilities		5,033		5,157

Total liabilities	$	52,042	$	42,766

(20) Impairment and (Gain) Loss on Dispositions, Net

In January 2016, we completed the sale of our Alere E-Santé business, which was a component of our professional diagnostics reporting unit and business segment. We received cash consideration of approximately $8.1 million, net of a final working capital adjustment totaling approximately $0.2 million, and we are eligible to receive up to $1.5 million of contingent cash consideration. As a result of this transaction, we recorded a $3.8 million gain in the three months ended March 31, 2016 on the disposition of the Alere E-Santé business.

In March 2015, we sold certain assets of our AdnaGen GmbH business, which was part of our professional diagnostics reporting unit and business segment, for approximately $4.6 million in cash proceeds and, as a result of this transaction, we recorded a loss of $0.3 million during the three months ended March 31, 2015.

In March 2015, we sold our Gesellschaft fur Patientenhilfe DGP GmbH subsidiary, which was part of our professional diagnostics reporting unit and business segment, for €7.6 million (approximately $8.2 million at March 31, 2015) and, as a result of this transaction, we recorded a loss on disposition of $7.5 million during the three months ended March 31, 2015.

The financial results for the above businesses are immaterial to our consolidated financial results.

(21) Provision (Benefit) for Income Taxes

The benefit for income taxes decreased by $7.7 million to $0.2 million for three months ended March 31, 2016 from $7.9 million for the three months ended March 31, 2015. The effective tax rate for the three months ended March 31, 2016 and 2015, was 1% and 43%, respectively.

The Company determines its estimated annual effective tax rate at the end of each interim period based on full-year forecasted pre-tax income and facts known at that time. The estimated annual effective tax rate is applied to the year-to-date pre-tax income at the end of each interim period. The tax effect of significant unusual items is reflected in the period in which they occur. Our annual effective tax rate is calculated based on forecasted income (loss) across various jurisdictions, and can change based on the mix of jurisdictional income (loss). The difference between the estimated annual effective tax rate and the U.S. federal statutory rate of 35% is primarily attributable to a (100)% impact of the forecasted jurisdictional mix of income and foreign rate differential offset by a 37% impact for the entities with losses which are not benefited, 21% impact from non-deductible stock compensation, and 8% impact for non-deductible transaction costs and other items.

(22) Guarantor Financial Information

Our 7.25% senior notes due 2018, our 6.5% senior subordinated notes due 2020 and our 6.375% senior subordinated notes due 2023 are guaranteed, and before their redemption on October 1, 2015, our 8.625% senior subordinated notes due 2018 were guaranteed, by certain of our consolidated 100% 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 March 31, 2016 and December 31, 2015, the related statements of operations, statements of comprehensive income and statements of cash flows for the three months ended March 31, 2016 and 2015, respectively, 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.

We have reclassified $32.1 million and $34.1 million of debt issuance costs from Other non-current assets to long-term debt, net of current portion on our balance sheet at March 31, 2016 and December 31, 2015, respectively, as described in Note 18 Recent Accounting Pronouncements.

As discussed in Note 2 Revision to Previously Reported Consolidated Financial Statements, in connection with the preparation of our consolidated financial statements for 2015, we determined that, in 2013 and 2014, each of the interim periods in 2014 and the first three quarters of 2015, we had incorrectly recorded the revenue for such periods. In addition, we corrected several out-of-period adjustments. As a result, we revised our consolidated financial information for the years ended December 31, 2014 and 2013, each of the interim periods in 2014 and the first three quarters of 2015. The revisions to the consolidating statements of cash flows in this Note 22 did not impact previously reported net cash flows from operating activities, investing activities, or financing activities and as a result, there was no net impact to net change in cash and cash equivalents for the three months ended March 31, 2015.

The following schedules reconcile the amounts as previously reported in our consolidating financial statements to the corresponding revised amounts:


	Three Months Ended March 31, 2015
Revised Consolidating Statement of Operations- Guarantor Subsidiaries (in thousands)	As Previously Reported		Revision Adjustment			As Revised
Net revenue	$	328,462	$	(2,170	)	$	326,292
Cost of net revenue	$	188,036	$	(896	)	$	187,140
Income (loss) from continuing operations before benefit for income taxes	$	4,916	$	(2,371	)	$	2,545
Provision (benefit) for income taxes	$	1,820	$	(1,069	)	$	751
Income (loss) from continuing operations	$	3,096	$	(1,302	)	$	1,794

	Three Months Ended March 31, 2015
Revised Consolidating Statement of Operations- Non-Guarantor Subsidiaries (in thousands)	As Previously Reported		Revision Adjustment			As Revised
Net revenue	$	343,359	$	6,909		$	350,268
Cost of net revenue	$	192,485	$	2,405		$	194,890
Income from continuing operations before benefit for income taxes	$	77,164	$	4,504		$	81,668
Provision for income taxes	$	9,715	$	2,002		$	11,717
Income from continuing operations	$	71,017	$	2,502		$	73,519

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2016

(in thousands)


				Guarantor			Non-Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	224,380		$	296,837		$	(61,446	)	$	459,771
Services revenue		—			104,484			11,225			—			115,709

Net product sales and services revenue		—			328,864			308,062			(61,446	)		575,480
License and royalty revenue		—			2,920			2,558			(2,749	)		2,729

Net revenue		—			331,784			310,620			(64,195	)		578,209

Cost of net product sales		114			124,758			165,982			(53,393	)		237,461
Cost of services revenue		—			72,495			8,040			(7,435	)		73,100

Cost of net product sales and services revenue		114			197,253			174,022			(60,828	)		310,561
Cost of license and royalty revenue		—			17			4,123			(2,749	)		1,391

Cost of net revenue		114			197,270			178,145			(63,577	)		311,952

Gross profit (loss)		(114	)		134,514			132,475			(618	)		266,257
Operating expenses:
Research and development		4,134			14,459			8,469			—			27,062
Sales and marketing		1,336			54,465			44,012			—			99,813
General and administrative		44,615			33,186			37,155			—			114,956
Impairment and (gain) loss on dispositions, net		—			—			(3,810	)		—			(3,810	)

Operating income (loss)		(50,199	)		32,404			46,649			(618	)		28,236
Interest expense, including amortization of original issue discounts and deferred financing costs		(41,087	)		(2,652	)		(3,067	)		4,700			(42,106	)
Other income (expense), net		1,988			2,502			(1,139	)		(4,700	)		(1,349	)

Income (loss) before provision (benefit) for income taxes		(89,298	)		32,254			42,443			(618	)		(15,219	)
Provision (benefit) for income taxes		(54	)		250			(404	)		—			(208	)

Income (loss) before equity in earnings of subsidiaries and unconsolidated entities, net of tax		(89,244	)		32,004			42,847			(618	)		(15,011	)
Equity in earnings of subsidiaries, net of tax		78,586			—			—			(78,586	)		—
Equity earnings of unconsolidated entities, net of tax		681			—			4,581			(228	)		5,034

Net income (loss)		(9,977	)		32,004			47,428			(79,432	)		(9,977	)
Less: Net income attributable to non-controlling interests		—			—			103			—			103

Net income (loss) attributable to Alere Inc. and Subsidiaries		(9,977	)		32,004			47,325			(79,432	)		(10,080	)
Preferred stock dividends		(5,309	)		—			—			—			(5,309	)

Net income (loss) available to common stockholders	$	(15,286	)	$	32,004		$	47,325		$	(79,432	)	$	(15,389	)

CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 31, 2015

(in thousands)


				Guarantor			Non-Guarantor
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Net product sales	$	—		$	215,038		$	330,106		$	(60,806	)	$	484,338
Services revenue		—			108,057			15,799			—			123,856

Net product sales and services revenue		—			323,095			345,905			(60,806	)		608,194
License and royalty revenue		—			3,197			4,363			(2,862	)		4,698

Net revenue		—			326,292			350,268			(63,668	)		612,892

Cost of net product sales		416			112,295			182,406			(55,016	)		240,101
Cost of services revenue		50			74,037			8,440			(6,901	)		75,626

Cost of net product sales and services revenue		466			186,332			190,846			(61,917	)		315,727
Cost of license and royalty revenue		(40	)		808			4,044			(2,862	)		1,950

Cost of net revenue		426			187,140			194,890			(64,779	)		317,677

Gross profit (loss)		(426	)		139,152			155,378			1,111			295,215
Operating expenses:
Research and development		2,302			14,919			10,795			—			28,016
Sales and marketing		1,260			53,227			54,592			—			109,079
General and administrative		20,523			37,770			34,398			—			92,691
Impairment and (gain) loss on dispositions, net		36,523			30,608			(32,339	)		—			34,792

Operating income (loss)		(61,034	)		2,628			87,932			1,111			30,637
Interest expense, including amortization of original issue discounts and deferred financing costs		(46,098	)		(3,285	)		(4,043	)		6,995			(46,431	)
Other income (expense), net		3,647			3,202			(2,221	)		(6,995	)		(2,367	)

Income (loss) from continuing operations before provision (benefit) for income taxes		(103,485	)		2,545			81,668			1,111			(18,161	)
Provision (benefit) for income taxes		(20,667	)		751			11,717			346			(7,853	)

Income (loss) from continuing operations before equity in earnings of subsidiaries and unconsolidated entities, net of tax		(82,818	)		1,794			69,951			765			(10,308	)
Equity in earnings of subsidiaries, net of tax		74,133			—			—			(74,133	)		—
Equity earnings of unconsolidated entities, net of tax		424			—			3,568			(33	)		3,959

Income (loss) from continuing operations		(8,261	)		1,794			73,519			(73,401	)		(6,349	)
Income (loss) from discontinued operations, net of tax		218,689			(1,912	)		—			—			216,777

Net income (loss)		210,428			(118	)		73,519			(73,401	)		210,428
Less: Net income attributable to non-controlling interests		—			—			88			—			88

Net income (loss) attributable to Alere Inc. and Subsidiaries		210,428			(118	)		73,431			(73,401	)		210,340
Preferred stock dividends		(5,250	)		—			—			—			(5,250	)

Net income (loss) available to common stockholders	$	205,178		$	(118	)	$	73,431		$	(73,401	)	$	205,090

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended March 31, 2016

(in thousands)


	Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Net income (loss)	$	(9,977	)	$	32,004		$	47,428	$	(79,432	)	$	(9,977	)

Other comprehensive income (loss), before tax:
Changes in cumulative translation adjustment		115			(129	)		22,207		—			22,193
Minimum pension liability adjustment		—			—			155		—			155

Other comprehensive income (loss), before tax		115			(129	)		22,362		—			22,348
Income tax benefit related to items of other comprehensive income		—			—			—		—			—

Other comprehensive income (loss), net of tax		115			(129	)		22,362		—			22,348

Comprehensive income (loss)		(9,862	)		31,875			69,790		(79,432	)		12,371
Less: Comprehensive income attributable to non-controlling interests		—			—			103		—			103

Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	(9,862	)	$	31,875		$	69,687	$	(79,432	)	$	12,268

CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended March 31, 2015

(in thousands)


	Issuer			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net income (loss)	$	210,428		$	(118	)	$	73,519		$	(73,401	)	$	210,428

Other comprehensive loss, before tax:
Changes in cumulative translation adjustment		(657	)		(572	)		(79,113	)		—			(80,342	)
Minimum pension liability adjustment		—			—			(1,382	)		—			(1,382	)

Other comprehensive loss, before tax		(657	)		(572	)		(80,495	)		—			(81,724	)
Income tax benefit related to items of other comprehensive income		—			—			—			—			—

Other comprehensive loss, net of tax		(657	)		(572	)		(80,495	)		—			(81,724	)

Comprehensive income (loss)		209,771			(690	)		(6,976	)		(73,401	)		128,704
Less: Comprehensive income attributable to non-controlling interests		—			—			88			—			88

Comprehensive income (loss) attributable to Alere Inc. and Subsidiaries	$	209,771		$	(690	)	$	(7,064	)	$	(73,401	)	$	128,616

CONSOLIDATING BALANCE SHEET

March 31, 2016

(in thousands)


	Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	97,071		$	4,482	$	389,110	$	—		$	490,663
Restricted cash		1,763			—		4,403		—			6,166
Marketable securities		—			71		—		—			71
Accounts receivable, net of allowances		—			200,537		258,755		—			459,292
Inventories, net		—			171,739		204,256		(25,064	)		350,931
Deferred tax assets		(52,409	)		31,285		23,244		(2,120	)		—
Prepaid expenses and other current assets		8,726			25,789		103,276		6,578			144,369
Intercompany receivables		186,846			766,023		129,311		(1,082,180	)		—

Total current assets		241,997			1,199,926		1,112,355		(1,102,786	)		1,451,492
Property, plant and equipment, net		30,124			225,834		191,373		(2,113	)		445,218
Goodwill		—			1,823,647		1,016,045		—			2,839,692
Other intangible assets with indefinite lives		—			7,608		21,211		(59	)		28,760
Finite-lived intangible assets, net		2,873			596,886		365,913		(3,039	)		962,633
Restricted cash		—			—		43,388		—			43,388
Other non-current assets		794			2,227		15,414		(508	)		17,927
Investments in subsidiaries		3,399,545			158,195		57,650		(3,615,390	)		—
Investments in unconsolidated entities		687			14,765		43,069		16,223			74,744
Deferred tax assets		(14,079	)		12		30,191		—			16,124
Non-current income tax receivable		3,517			—		—		—			3,517
Assets held for sale — non-current		11,813			—		—		—			11,813
Intercompany notes receivables		1,878,821			708,709		5,900		(2,593,430	)		—

Total assets	$	5,556,092		$	4,737,809	$	2,902,509	$	(7,301,102	)	$	5,895,308


LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	190,073		$	—	$	2,971	$	—		$	193,044
Current portion of capital lease obligations		—			2,106		1,942		—			4,048
Accounts payable		12,288			70,302		83,210		—			165,800
Accrued expenses and other current liabilities		(546,246	)		646,418		213,609		2,214			315,995
Intercompany payables		688,995			186,318		206,867		(1,082,180	)		—

Total current liabilities		345,110			905,144		508,599		(1,079,966	)		678,887

Long-term liabilities:
Long-term debt, net of current portion		2,777,081			—		46,573		—			2,823,654
Capital lease obligations, net of current portion		—			1,636		6,018		—			7,654
Deferred tax liabilities		(158,407	)		250,394		52,414		82			144,483
Other long-term liabilities		15,329			59,504		81,517		(508	)		155,842
Intercompany notes payables		496,556			1,165,042		931,832		(2,593,430	)		—

Total long-term liabilities		3,130,559			1,476,576		1,118,354		(2,593,856	)		3,131,633

Total stockholders’ equity		2,080,423			2,356,089		1,271,191		(3,627,280	)		2,080,423
Non-controlling interests		—			—		4,365		—			4,365

Total equity		2,080,423			2,356,089		1,275,556		(3,627,280	)		2,084,788

Total liabilities and equity	$	5,556,092		$	4,737,809	$	2,902,509	$	(7,301,102	)	$	5,895,308

CONSOLIDATING BALANCE SHEET

December 31, 2015

(in thousands)


	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	139,153		$	21,150		$	341,897	$	—		$	502,200
Restricted cash		1,250			—			4,444		—			5,694
Marketable securities		—			164			—		—			164
Accounts receivable, net of allowances		—			192,591			253,242		—			445,833
Inventories, net		—			173,383			194,192		(20,574	)		347,001
Deferred tax assets		(52,410	)		31,285			23,244		(2,119	)		—
Prepaid expenses and other current assets		7,575			27,095			110,961		6,602			152,233
Assets held for sale — current		—			—			4,165		—			4,165
Intercompany receivables		620,838			812,957			50,691		(1,484,486	)		—

Total current assets		716,406			1,258,625			982,836		(1,500,577	)		1,457,290
Property, plant and equipment, net		31,384			228,065			188,084		(1,494	)		446,039
Goodwill		—			1,823,919			1,012,996		—			2,836,915
Other intangible assets with indefinite lives		—			7,638			20,531		(59	)		28,110
Finite-lived intangible assets, net		2,951			627,269			370,261		(3,200	)		997,281
Restricted cash		—			—			43,228		—			43,228
Other non-current assets		804			2,340			15,380		(446	)		18,078
Investments in subsidiaries		3,294,857			158,195			57,650		(3,510,702	)		—
Investments in unconsolidated entities		502			14,764			37,947		12,120			65,333
Deferred tax assets		(14,078	)		(14	)		28,085		—			13,993
Non-current income tax receivable		3,517			—			—		—			3,517
Assets held for sale — non-current		13,337			—			—		—			13,337
Intercompany notes receivables		1,905,188			672,032			6,900		(2,584,120	)		—

Total assets	$	5,954,868		$	4,792,833		$	2,763,898	$	(7,588,478	)	$	5,923,121


LIABILITIES AND EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt	$	197,084		$	—		$	2,908	$	—		$	199,992
Current portion of capital lease obligations		—			2,018			1,944		—			3,962
Accounts payable		15,981			76,890			102,881		—			195,752
Accrued expenses and other current liabilities		(554,350	)		650,632			225,944		2,239			324,465
Liabilities related to assets held for sale — current		—			—			363		—			363
Intercompany payables		1,122,042			249,553			112,891		(1,484,486	)		—

Total current liabilities		780,757			979,093			446,931		(1,482,247	)		724,534

Long-term liabilities:
Long-term debt, net of current portion		2,784,913			—			46,253		—			2,831,166
Capital lease obligations, net of current portion		—			840			6,341		—			7,181
Deferred tax liabilities		(157,708	)		250,495			54,749		82			147,618
Other long-term liabilities		14,962			59,309			80,369		(447	)		154,193
Intercompany notes payables		477,779			1,181,168			925,173		(2,584,120	)		—

Total long-term liabilities		3,119,946			1,491,812			1,112,885		(2,584,485	)		3,140,158

Total stockholders’ equity		2,054,165			2,321,928			1,199,818		(3,521,746	)		2,054,165
Non-controlling interests		—			—			4,264		—			4,264

Total equity		2,054,165			2,321,928			1,204,082		(3,521,746	)		2,058,429

Total liabilities and equity	$	5,954,868		$	4,792,833		$	2,763,898	$	(7,588,478	)	$	5,923,121

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2016

(in thousands)


	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income (loss)	$	(9,977	)	$	32,004		$	47,428		$	(79,432	)	$	(9,977	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax		(78,586	)		—			—			78,586			—
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs		2,188			4			44			—			2,236
Depreciation and amortization		2,203			45,691			23,722			888			72,504
Non-cash stock-based compensation expense		5,069			2,287			2,246			—			9,602
Impairment of inventory		—			—			1,349			—			1,349
Impairment of long-lived assets		—			608			—			—			608
Loss on sale of fixed assets		15			8			300			—			323
Equity earnings of unconsolidated entities, net of tax		(681	)		—			(4,581	)		228			(5,034	)
Deferred income taxes		—			(100	)		(6,712	)		—			(6,812	)
Loss related to impairment and net (gain) loss on dispositions		—			—			(3,810	)		—			(3,810	)
Other non-cash items		105			303			2,088			—			2,496
Non-cash change in fair value of contingent purchase price consideration		(1,000	)		1,199			(57	)		—			142
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net		—			(7,875	)		(1,324	)		—			(9,199	)
Inventories, net		—			(6,681	)		(7,196	)		(270	)		(14,147	)
Prepaid expenses and other current assets		(1,137	)		1,514			(6,198	)		25			(5,796	)
Accounts payable		(3,694	)		(6,773	)		(21,075	)		—			(31,542	)
Accrued expenses and other current liabilities		9,892			(2,703	)		(14,577	)		(25	)		(7,413	)
Other non-current liabilities		(616	)		(870	)		1,562			(62	)		14
Cash paid for contingent consideration		(143	)		—			—			—			(143	)
Intercompany payable (receivable)		46,244			(69,205	)		22,961			—			—

Net cash provided by (used in) operating activities		(30,118	)		(10,589	)		36,170			(62	)		(4,599	)

Cash Flows from Investing Activities:
(Increase) decrease in restricted cash		(513	)		—			77			—			(436	)
Purchases of property, plant and equipment		(841	)		(5,615	)		(8,048	)		—			(14,504	)
Proceeds from sale of property, plant and equipment		—			40			572			—			612
Cash received from (used in) dispositions, net of cash divested		(1,337	)		—			22,807			—			21,470
Cash paid for business acquisitions, net of cash acquired		—			—			(5,945	)		—			(5,945	)
Cash received from sales of marketable securities		—			93			—			—			93
Cash received from equity method investments		2,205			—			—			—			2,205
Cash paid for investments		(184	)		—			—			—			(184	)
(Increase) decrease in other assets		(64	)		(98	)		(440	)		62			(540	)

Net cash provided by (used in) investing activities		(734	)		(5,580	)		9,023			62			2,771

Cash Flows from Financing Activities:
Cash paid for financing costs		(1	)		—			—			—			(1	)
Cash paid for contingent purchase price consideration		—			—			(145	)		—			(145	)
Proceeds from issuance of common stock, net of issuance costs		11,124			—			—			—			11,124
Proceeds from issuance of long-term debt		—			—			325			—			325
Payments on long-term debt		(17,030	)		—			(245	)		—			(17,275	)
Net payments under revolving credit facilities		—			—			(127	)		—			(127	)
Cash paid for dividends		(5,323	)		—			—			—			(5,323	)
Principal payments on capital lease obligations		—			(659	)		(448	)		—			(1,107	)

Net cash used in financing activities		(11,230	)		(659	)		(640	)		—			(12,529	)

Foreign exchange effect on cash and cash equivalents		—			160			2,660			—			2,820

Net increase (decrease) in cash and cash equivalents		(42,082	)		(16,668	)		47,213			—			(11,537	)
Cash and cash equivalents, beginning of period		139,153			21,150			341,897			—			502,200

Cash and cash equivalents, end of period	$	97,071		$	4,482		$	389,110		$	—		$	490,663

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended March 31, 2015

(in thousands)


	Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flows from Operating Activities:
Net income (loss)	$	210,428		$	(118	)	$	73,519		$	(73,401	)	$	210,428
Income (loss) from discontinued operations, net of tax		218,689			(1,912	)		—			—			216,777

Income (loss) from continuing operations		(8,261	)		1,794			73,519			(73,401	)		(6,349	)
Adjustments to reconcile net income (loss) from continuing operations to net cash provided by (used in) operating activities:
Equity in earnings of subsidiaries, net of tax		(74,133	)		—			—			74,133			—
Non-cash interest expense, including amortization of original issue discounts and deferred financing costs		3,917			7			22			—			3,946
Depreciation and amortization		1,650			42,097			30,654			13			74,414
Non-cash stock-based compensation expense		2,435			1,239			1,475			—			5,149
Impairment of inventory		—			133			(55	)		—			78
Impairment of long-lived assets		—			28			(97	)		—			(69	)
Loss on disposition of fixed assets		—			1,346			45			—			1,391
Equity earnings of unconsolidated entities, net of tax		(424	)		—			(3,568	)		33			(3,959	)
Deferred income taxes		9			(22,090	)		318			345			(21,418	)
Loss related to impairment and net (gain) on dispositions		36,523			30,608			(32,339	)		—			34,792
Other non-cash items		1,686			(749	)		7,245			(1	)		8,181
Non-cash change in fair value of contingent purchase price consideration		300			171			(14,506	)		—			(14,035	)
Changes in assets and liabilities, net of acquisitions:
Accounts receivable, net		—			4,728			(16,483	)		—			(11,755	)
Inventories, net		—			(14,699	)		(13,693	)		(1,313	)		(29,705	)
Prepaid expenses and other current assets		(4,680	)		13,671			15,179			(5,190	)		18,980
Accounts payable		(7,637	)		(470	)		(10,541	)		—			(18,648	)
Accrued expenses and other current liabilities		(1,681	)		13,668			(18,881	)		5,612			(1,282	)
Other non-current liabilities		(5,624	)		(191	)		(1,060	)		(473	)		(7,348	)
Cash paid for contingent purchase price consideration		(3,641	)		—			(13	)		—			(3,654	)
Intercompany payable (receivable)		49,312			(57,097	)		7,784			1			—

Net cash provided by (used in) continuing operations		(10,249	)		14,194			25,005			(241	)		28,709
Net cash provided by discontinued operations		—			318			—			—			318

Net cash provided by (used in) operating activities		(10,249	)		14,512			25,005			(241	)		29,027

Cash Flows from Investing Activities:
(Increase) decrease in restricted cash		1,919			—			(1,848	)		—			71
Purchases of property, plant and equipment		(3,274	)		(10,154	)		(12,409	)		190			(25,647	)
Proceeds from sale of property, plant and equipment		—			—			808			—			808
Cash received from (used in) disposition, net of cash divested		587,637			(8,584	)		2,132			—			581,185
Cash received from sales of marketable securities		—			86			—			—			86
Decrease in other assets		348			362			152			51			913

Net cash provided by (used in) continuing operations		586,630			(18,290	)		(11,165	)		241			557,416
Net cash used in discontinued operations		—			(209	)		—			—			(209	)

Net cash provided by (used in) investing activities		586,630			(18,499	)		(11,165	)		241			557,207

Cash Flows from Financing Activities:
Cash paid for financing costs		(59	)		—			—			—			(59	)
Cash paid for contingent purchase price consideration		(3,953	)		—			(743	)		—			(4,696	)
Proceeds from issuance of common stock, net of issuance costs		34,632			—			—			—			34,632
Proceeds from issuance of long-term debt		—			—			15			—			15
Payments on short-term debt		—			—			(321	)		—			(321	)
Payments on long-term debt		(463,000	)		—			(11	)		—			(463,011	)
Net payments under revolving credit facilities		(127,000	)		—			(50	)		—			(127,050	)
Cash paid for dividends		(5,323	)		—			—			—			(5,323	)
Principal payments on capital lease obligations		—			(627	)		(857	)		—			(1,484	)

Net cash used in continuing operations		(564,703	)		(627	)		(1,967	)		—			(567,297	)
Net cash used in discontinued operations		—			(76	)		—			—			(76	)

Net cash used in financing activities		(564,703	)		(703	)		(1,967	)		—			(567,373	)

Foreign exchange effect on cash and cash equivalents		—			(207	)		(5,920	)		—			(6,127	)

Net increase (decrease) in cash and cash equivalents		11,678			(4,897	)		5,953			—			12,734
Cash and cash equivalents, beginning of period - continuing operations		2,149			69,154			307,158			—			378,461
Cash and cash equivalents, beginning of period - discontinued operations		—			23,300			—			—			23,300

Cash and cash equivalents of continuing operations, end of period	$	13,827		$	87,557		$	313,111		$	—		$	414,495

(23) Subsequent Events

Amendments and waivers under Credit Agreement and note indentures

As further described in Note 12 above, in April 2016 we entered into an amendment to our Credit Agreement, and in May 2016 we obtained consents to amend the indentures governing certain of our senior and senior subordinated notes.

We expect to seek an amendment to the Credit Agreement

On August 10, 2016, we filed a Form 12b-25 disclosing that we were unable to file our Quarterly Report on Form 10-Q for the three months ended June 30, 2016 within the prescribed time period without unreasonable effort or expense.

As of the date hereof, we are seeking an amendment to the Credit Agreement that, if approved by the lenders, would provide an extension of the date by which we must deliver to the Administrative Agents (as defined in the Credit Agreement): (i) the financial statements for the three months ended June 30, 2016 and related deliverables to September 13, 2016 and (ii) the financial statements for the three months ended March 31, 2016 and related deliverables to August 25, 2016 and waive certain related potential defaults and Events of Default (as defined in the Credit Agreement).

Maturity of our 3.0% convertible senior subordinated notes

INRatio^®2 PT/INR Monitoring System Voluntary Withdrawal

In July 2016 we announced that we will be initiating a voluntary withdrawal of the Alere INRatio and INRatio2 PT/INR Monitoring System. We are currently working with the FDA on implementing the product withdrawal and eventual product discontinuation.

In December 2014, we initiated a voluntary correction to inform users of the Alere INRatio and INRatio2 PT/INR Monitoring Systems that patients with certain medical conditions should not be tested with the systems. We proactively reported these device concerns to the FDA and began conducting a thorough investigation into these events.

Over the course of the past two years, Alere invested in the research and development of software enhancements intended to address the potential, in certain cases, of the system to deliver a result that differs from that of another measurement method.

We submitted the software enhancements to the FDA at the end of 2015. The FDA notified us that it believes that our studies do not adequately demonstrate the effectiveness of the software modification and advised us to submit a proposed plan to voluntarily remove the INRatio^® device from the market.

In light of this input from the FDA and our business considerations, in July 2016 we determined to voluntarily remove the INRatio systems from the market.

Due to the fact that the circumstances giving rise to the voluntary withdrawal in the United States and related action outside the U.S. existed as of December 31, 2015, certain charges incurred in connection with the withdrawal were recorded in the fourth quarter of 2015. Specifically, we recorded a charge of approximately $38 million in the year ended December 31, 2015, related to impairment of inventory and production equipment and estimated costs of removing our INRatio and INRatio2 from the market. As of March 31, 2016, $16.0 million of the estimated costs of removing INRatio and INRatio 2 from the market were included in accrued expenses. Additionally, our decision to withdraw the INRatio and INRatio2 PT/INR Monitoring Systems impacted the useful life assumptions of certain tangible and intangible assets. As a result of this change in estimate, we recorded approximately $4.1 million of accelerated amortization of intangible assets and approximately $0.7 million of accelerated depreciation of tangible assets in the three months ended March 31, 2016. Finally, during the remainder of fiscal year 2016 we expect to incur approximately $12.3 million of accelerated amortization, approximately $2.4 million of accelerated depreciation, and $2.0 million of other one-time cash expenditures.

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 include, without limitation, statements regarding the expected closing date of the transactions contemplated by the Merger Agreement with Abbott Laboratories, the benefits of our improved products, our plans to voluntarily withdraw the INRatio and INRatio2 PT/INR Monitoring Systems from the market, future competition in our markets, the implementation and effectiveness of efforts to remediate our material weaknesses, the outcome of certain tax examinations, the timing of decisions and the outcome in connection with certain legal proceedings to which we and other parties are subject, the sources of funds to pay the principal and interest on our indebtedness and certain expenses, intention to retain earnings to support our growth strategy, future trends with respect to license and royalty revenues, future trends with respect to amortization expense, the source of funds and the expected ability to fund short and long-term working capital needs, the anticipated use of proceeds from divestitures, future plans with respect to the repatriation of cash held by foreign entities, future litigation being brought against us and the impact of such litigation, the expected impact of recently announced and adopted accounting standards and other accounting standards on our financial statements, anticipated increases or decreases to certain tax benefits, expected future expenses in connection with the voluntary withdrawal of INRatio products from the market, anticipated expenses and costs in connection with certain restructuring plans, future charges in connection with a withdrawal of a product from the market, the expectation to enter into an amendment to our Credit Agreement (and the terms and provisions of such amendment), potential new product and technology achievements and the potential for selective divestitures of non-core assets. 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 for the year ended December 31, 2015 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 deliver reliable and actionable health information through rapid diagnostic tests, resulting in better clinical and economic healthcare outcomes globally. Our high-performance diagnostics for infectious disease, cardiometabolic disease and toxicology are designed to meet the growing global demand for accurate, easy-to-use and cost-effective near-patient tests. Our goal is to make our products accessible to more people around the world, even those located in remote and resource-limited areas, by making them affordable and usable in any setting. By making critical clinical diagnostic information available to doctors and patients in an actionable timeframe, our products help streamline healthcare delivery and improve patient outcomes.

Recent Developments

Merger Agreement with Abbott Laboratories

On January 30, 2016, we entered into an Agreement and Plan of Merger, or the Merger Agreement, with Abbott Laboratories, or Abbott. The Merger Agreement provides for the merger of a newly formed, wholly owned subsidiary of Abbott with and into Alere, or the merger, with Alere surviving the merger as a wholly owned subsidiary of Abbott, or the surviving corporation. Under the terms of the Merger Agreement, holders of shares of our common stock will receive $56.00 in cash, without interest, in exchange for each share of common stock. Each share of our Series B Convertible Perpetual Preferred Stock, par value $0.001 per share, or Series B Preferred Stock, issued and outstanding immediately prior to the effective time of the merger will remain issued and outstanding immediately following the consummation of the merger as one share of Series B Convertible Preferred Stock, par value $0.001 per share, of the surviving corporation. The Merger Agreement was approved by our board of directors. Completion of the merger is subject to customary closing conditions, including (1) the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of all outstanding shares of our common stock, (2) there being no judgment or law enjoining or otherwise prohibiting the consummation of the merger and (3) the expiration of the waiting period applicable to the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, and receipt of other required antitrust approvals. The obligation of each of the parties to consummate the merger is also conditioned on the other party’s representations and warranties being true and correct (subject to certain materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under certain circumstances, Alere would be required to pay Abbott a termination fee equal to $177.0 million. We currently expect that the transaction will close by the end of 2016.

In addition, after entering into the Merger Agreement, Abbott informed us that it had serious concerns about, among other things, the accuracy of various representations, warranties and covenants made by us in the Merger Agreement. Abbott indicated that these concerns relate to the delay in filing our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 as well as governmental investigations previously announced by us. Abbott has since requested information from us about these and other matters, citing contractual rights to receive information under the Merger Agreement. In the initial meeting in which Abbott expressed its concerns to us, as part of a discussion about potential paths forward, Abbott requested that we agree to terminate the Merger Agreement in return for a payment by Abbott to us in the range of between $30 and $50 million in respect of our transaction expenses. Our Board of Directors promptly rejected that request. In these discussions, Abbott affirmed its commitment to abide by its obligations under the Merger Agreement.

INRatio and INRatio^®2 PT/INR Monitoring System Voluntary Withdrawal

In light of this input from the FDA and our business considerations, in July 2016 we determined to voluntarily remove the INRatio systems from the market.

Amendment to Credit Agreement

to our incorrect application of revenue recognition principles for the years ended December 31, 2013, 2014 and 2015, and (ii) extend the deadlines for delivery of the financial statements for the year ended December 31, 2015, the financial statements for the quarter ended March 31, 2016 and certain related deliverables. Under the terms of this amendment, we are required to deliver our unaudited financial statements for the three months ended March 31, 2016 and certain related deliverables on or before August 18, 2016, and our failure to do so could give rise to an Event of Default under the Credit Agreement and may result in the acceleration of the amounts due thereunder. In connection with this amendment, we paid, among other fees and expenses, to each consenting lender aggregate consent fees of 0.250% of the sum of (i) the aggregate principal amount of such lender’s Term Loans outstanding on the effective date of the amendment and (ii) such lender’s Revolving Credit Commitment (each as defined in the Credit Agreement) outstanding on the effective date of the amendment, or approximately $4.5 million in the aggregate for all consenting lenders. The amendment also increases the applicable interest rate margins for all loans outstanding under our secured credit facility by 0.25% per annum for the period from July 1, 2016 to the date of delivery of such financial reports and related deliverables under our secured credit facility.

Consent Solicitation to Note Holders

On April 29, 2016, we commenced consent solicitations relating to our 6.5% senior subordinated notes, our 6.375% senior subordinated notes and our 7.25% senior notes, which we refer to collectively as the Notes. The consent solicitations were made to holders of record of the Notes as of April 28, 2016, and such solicitations were completed on May 9, 2016. Pursuant to the consent solicitations, the requisite holders of each series of Notes agreed to extend the deadline for delivery of certain financial information and to waive, through and until 5:00 p.m., New York City time, on August 31, 2016, any default or event of default that occurred, is continuing or may occur under the indentures under which the Notes were issued (and its consequences) in connection with any failure to timely file with the SEC or to timely furnish to the relevant trustees pursuant to the indentures, our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and our subsequent Quarterly Reports on Form 10-Q, or the Failures to File. In connection with the Failures to File, we paid, in May and July 2016, to each holder of Notes who validly delivered a consent aggregate cash payments equal to $15.00 for each $1,000 aggregate principal amount of such holder’s Notes, or an aggregate of $19.2 million.

Financial Highlights

•

Net revenue decreased by $34.7 million, or 6%, to $578.2 million for the three months ended March 31, 2016, from $612.9 million for the three months ended March 31, 2015.

•

Gross profit decreased by $29.0 million, or 10%, to $266.3 million for the three months ended March 31, 2016, from $295.2 million for the three months ended March 31, 2015.

•

For the three months ended March 31, 2016, we generated a net loss available to common stockholders of $15.4 million, or $0.18 per basic and diluted common share, compared to a net income available to common stockholders of $205.1 million, or $2.43 per basic and diluted common share, for the three months ended March 31, 2015. The net income generated in the three months ended March 31, 2015 was largely attributable to a $366.2 million pre-tax gain ($218.6 million, net of tax) on the sale of our health management business.

•

For the three months ended March 31, 2016, our loss from continuing operations available to common stockholders was $15.4 million, or $0.18 per basic and diluted common share, compared to a loss from continuing operations available to common stockholders of $11.7 million, or $0.14 per basic and diluted common share, for the three months ended March 31, 2015.

Results of Operations

The following discussion relates primarily to our results of operations from our continuing operations, as reflected in our accompanying consolidated statements of operations.

In connection with the preparation of our consolidated financial statements for 2015, we determined that, in 2013 and 2014, each of the interim periods in 2014, and the first three quarters of fiscal 2015, we had incorrectly reported the revenue for such periods. In addition, we made several out-of-period adjustments related to the first quarter of 2015. As a result, we have revised our consolidated financial information for the fiscal quarter ended March 31, 2015, and the financial information presented below in this Item 2 reflects these revisions. For more information on these revisions, see Note 2 to the consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. Further, of the revenue that the Company deferred in connection with the revision of its financial statements through September 30, 2015, approximately $9 million and $4 million remained deferred at December 31, 2015 and March 31, 2016, respectively.

Where discussed, results excluding the impact of foreign 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 factors.

Net Product Sales and Services Revenue, Total and by Business Segment. Total net product sales and services revenue decreased by $32.7 million, or 5%, to $575.5 million for the three months ended March 31, 2016, from $608.2 million for the three months ended March 31, 2015. Net product sales and services revenue decreased primarily as a result of a $16.2 million unfavorable impact of foreign currency exchange rates, a $14.3 million reduction due to the disposition of our BBI business, a $6.2 million reduction in toxicology

pain management sales, and a $4.5 million decrease in consumer diagnostic revenue. The revenue declines were partially offset by increased revenue of $5.6 million attributable to our acquisition of US Diagnostics in July 2015. Excluding the impact of foreign currency exchange rates, net product sales and services revenue for the three months ended March 31, 2016 decreased by $16.5 million, or 3%, compared to the three months ended March 31, 2015.

Net product sales and services revenue by business segment for the three months ended March 31, 2016 and 2015 are as follows (in thousands):


	Three Months Ended March 31,				% Change
	2016		2015		% Change
Professional diagnostics	$	558,038	$	586,226		(4	)%
Consumer diagnostics		17,442		21,968		(21	)%

Net product sales and services revenue	$	575,480	$	608,194		(5	)%

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 months ended March 31, 2016 and 2015 (in thousands):


	Three Months Ended March 31,				% Change
	2016		2015		% Change
Cardiometabolic	$	194,577	$	200,936		(3	)%
Infectious disease		183,234		185,402		(1	)%
Toxicology		146,783		148,756		(1	)%
Other		33,444		51,132		(35	)%

Professional diagnostics net product sales and services revenue	$	558,038	$	586,226		(5	)%

Net product sales and services revenue from our professional diagnostics business segment decreased by $28.2 million, or 5%, to $558.0 million for the three months ended March 31, 2016, from $586.2 million for the three months ended March 31, 2015. Excluding the impact of foreign currency exchange rates, net product sales and services revenue from our professional diagnostics business segment decreased by $13.0 million, or 2%, comparing the three months ended March 31, 2016 to the three months ended March 31, 2015.

Net product sales and services revenue from our professional diagnostics business segment in the U.S. was relatively flat with a decrease of $1.1 million to $317.9 million for the three months ended March 31, 2016 from $319.0 million for the three months ended March 31, 2015. The decrease is primarily driven by a $6.2 million decline in US toxicology pain management business revenues, and decreases in our cardiometabolic business revenue in the US which were largely offset by higher revenues of $6.3 million in our infectious disease business, primarily due to increased Alere i sales in the first quarter of 2016 compared to the same quarter in the prior year.

Net product sales and services revenue from our professional diagnostics business segment in international markets decreased $27.1 million, or 10%, to $240.1 million during the three months ended March 31, 2016, from $267.3 million in the comparable period in 2015. The lower sales in international markets were driven by a $15.8 million, or 14%, decrease in revenues attributable to sales in Europe, primarily due to the disposition of the BBI business in November 2015 and the impact of foreign currency exchange rates. International sales also decreased $6.6 million, or 15%, in Africa primarily due to infectious disease sales declines in malaria and CD4 products as compared to the three months ended March 31, 2015.

Within our professional diagnostics business segment, our cardiometabolic net product sales and services revenue decreased by $6.4 million, or 3%, to $194.6 million for the three months ended March 31, 2016, from $200.1 million in the same period in 2015, primarily as a result of a decline in sales of our of cholesterol products, partially offset by increased sales by Alere Home Monitoring, our patient self-testing anticoagulation business. Infectious disease net product sales and services revenue decreased by $2.2 million, or 1%, to $183.2 million for the three months ended March 31, 2016, from $185.4 million for the three months ended March 31, 2015. The decrease was primarily due to impact of foreign currency exchange rates, partially offset by increased sales of Alere i and dengue-related product in the first quarter of 2016 as compared to the first quarter of 2015. Toxicology net product sales and services revenue decreased by $2.0 million, or 1%, to $146.8 million for the three months ended March 31, 2016, from $148.8 million for the comparable period in 2015, primarily as a result of lower pain management revenues in the first quarter of 2016 as compared to the first quarter of 2015, partially offset by revenues of $5.6 million due to the acquisition of US Diagnostics in July 2015.

Other revenue decreased by $17.7 million, or 35%, to $33.4 million during the three months ended March 31, 2016, compared to $51.1 million during the comparable period in 2015, primarily due to the disposition of our BBI business.

Consumer Diagnostics

Net product sales and services revenue from our consumer diagnostics business segment decreased by $4.5 million, or 21%, to $17.4 million for the three months ended March 31, 2016, from $22.0 million for the three months ended March 31, 2015. The decrease resulted primarily from and a $1.0 million decrease in revenue attributable to the disposition of our BBI business, which had a limited number of products directed at the consumer segment, and the balance of the decrease was the result of a decrease in sales to SPD under our long-term manufacturing service agreement.

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 $2.0 million, or 42%, to $2.7 million for the three months ended March 31, 2016, from $4.7 million for the three months ended March 31, 2015. The decrease in royalty revenue for the three months ended March 31, 2016, compared to the comparable period in 2015, is primarily a result of lower royalties earned under existing licensing agreements, as certain patents related to our lateral flow technology expired in 2015. Based on our license and royalty agreements in effect as of March 31, 2016, we expect this trend in lower license and royalty revenues to continue in 2016 as compared to 2015.

Gross Profit and Margin Percentage. Gross profit decreased by $29.0 million, or 10%, to $266.3 million for the three months ended March 31, 2016, from $295.2 million for the three months ended March 31, 2015. The decrease in gross profit during the three months ended March 31, 2016, compared to the comparable period in 2015, was driven primarily by $6.9 million from divested businesses and $6.4 million due to the impact of foreign currency exchange rates as well as the impact from lower revenues discussed above and decreased manufacturing volumes. Overall gross margin for the three months ended March 31, 2016 was 46%, as compared to 48% for the same period in 2015. The lower gross margin in the first quarter of 2016 principally reflects the impact of decreased manufacturing volumes and the revenue mix as discussed above.

Gross Profit from Net Product Sales and Services Revenue, Total and by Business Segment. Gross profit from net product sales and services revenue decreased by $27.5 million, or 9%, to $264.9 million for the three months ended March 31, 2016, from $292.5 million for the three months ended March 31, 2015. Gross profit from net product sales and services revenue by business segment for the three months ended March 31, 2016 and 2015 is as follows (in thousands):


	Three Months Ended March 31,				% Change
	2016		2015		% Change
Professional diagnostics	$	263,967	$	289,310		(9	)%
Consumer diagnostics		952		3,157		(70	)%

Gross profit from net product sales and services revenue	$	264,919	$	292,467		(9	)%

Professional Diagnostics

Gross profit from our professional diagnostics net product sales and services revenue decreased by $25.3 million, or 9%, to $264.0 million for the three months ended March 31, 2016, compared to $289.3 million for the three months ended March 31, 2015. The lower gross profit for the three months ended March 31, 2016 was driven by $6.5 million from divested businesses and $6.4 million from the impact of foreign currency exchange rates as well as the impact from lower revenues and decreased manufacturing volumes, as discussed above, as compared to the three months ended March 31, 2015.

As a percentage of our professional diagnostics net product sales and services revenue, gross margin for the three months ended March 31, 2016 and 2015 was 47% and 49%, respectively. The lower gross margin in the three months ended March 31, 2016 principally reflects the impact of decreased manufacturing volumes and the revenue mix as discussed above, as compared to the three months ended March 31, 2015.

Consumer Diagnostics

Gross profit from our consumer diagnostics net product sales and services revenue decreased by $2.2 million, or 70%, to $1.0 million for the three months ended March 31, 2016, compared to $3.2 million for the three months ended March 31, 2015. The decrease in gross profit was primarily driven by $0.3 million from the decrease in disposition of the BBI business and the sales to SPD as described above.

As a percentage of consumer diagnostics net product sales and services revenue, gross margin for the three months ended March 31, 2016 and 2015 was 5% and 14%, respectively.

Research and Development Expense. Research and development expense decreased by $1.0 million, or 3%, to $27.1 million in the three months ended March 31, 2016, from $28.0 million in the three months ended March 31, 2015 primarily from the impact of foreign exchange rates. Research and development expense during the three months ended March 31, 2015 is reported net of grant funding of $0.0 million and $2.1 million arising from the research and development funding relationship with the Bill and Melinda Gates Foundation, or the Gates Foundation, and $0.7 million and $0.5 million of funding, respectively, related to our contract with the U.S. Department of Health and Human Services’ Biomedical Advanced Research and Development Authority, or BARDA, that we entered into in September 2014. For additional information on the agreements with BARDA and the Gates Foundation, including the April 2016 agreement to mutually terminate the February 2013 grant and the February 2013 loan agreement with the Gates Foundation, see Note 16 to the consolidated financial statements elsewhere in this Quarterly Report on Form 10-Q.

Research and development expense as a percentage of net revenue was 5% and 5% for the three months ended March 31, 2016 and 2015, respectively.

Sales and Marketing Expense. Sales and marketing expense decreased by $9.3 million, or 8%, to $99.8 million for the three months ended March 31, 2016, from $109.1 million for the three months ended March 31, 2015, of which $3.0 million was attributable to the impact of foreign currency exchange rates, $2.1 million was the result of businesses we divested after March 31, 2015, $2.1 million was due to a decrease in restructuring expenses and a $1.6 million reduction in amortization expense related to customer relationship intangibles during the first quarter of 2016, compared to the first quarter of 2015, as the underlying economic benefit of the intangibles is declining.

Sales and marketing expense as a percentage of net revenue was 17% and 18% for the three months ended March 31, 2016 and 2015, respectively.

General and Administrative Expense. General and administrative expense increased by $22.3 million, or 24%, to $115.0 million for the three months ended March 31, 2016, from $92.7 million for the three months ended March 31, 2015. The increase was primarily attributable to an $11.8 million increase to an acquisition-related contingent earn out obligation in the first three months ended March 31, 2015 and a $10.3 million of incremental expenses related to the pending transaction with Abbott. Increases of were also attributable to legal and consulting fees related to certain government investigations and charges associated with our various restructuring plans to reduce expenses, these expenses were offset by decreased expenses as a result of divestitures and disposal fees of businesses, foreign currency exchange and the reduced expense due to delay in the medical device excise tax.

General and administrative expense as a percentage of net revenue was 20% and 15% for the three months ended March 31, 2016 and 2015, respectively.

Impairment and (Gain) Loss on Dispositions, Net. In February 2016, we completed the sale of our Alere E-Santé business, which was a component of our professional diagnostics reporting unit and business segment. We received cash consideration of approximately $8.1 million, net of a final working capital adjustment totaling approximately $0.2 million, and we are eligible to receive up to $1.5 million of contingent cash consideration. As a result of this transaction, we recorded a $3.8 million gain in three months ended March 31, 2016 on the disposition of the Alere E-Santé business.

In May 2015, we sold our Alere Analytics business, which was part of our professional diagnostics reporting unit and business segment. Under the terms of the sale we received nominal consideration and agreed to contribute working capital of $2.7 million to Alere Analytics, of which $2.4 million was contributed in cash immediately prior to the closing of the sale and the remaining $0.3 million of which was deposited in escrow pending the performance by the buyers under certain contracts. As a result of this transaction we recorded a loss of $3.6 million during that period. During the three months ended March 31, 2015, before identifying a buyer for Alere Analytics, our management decided to close the business, and in connection with this decision we recorded an impairment charge of $26.7 million during 2015, including the write-off of $26.2 million of acquisition-related intangible assets and $0.5 million of fixed assets.

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 $4.3 million, or 9%, to $42.1 million for the three months ended March 31, 2016, from $46.4 million for the three months ended March 31, 2015. The decrease is principally due to lower interest expense incurred as a result of our reduced outstanding debt balances during the first quarter of 2016, compared to the first quarter of 2015.

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


	Three Months Ended March 31,						Change
	2016			2015			Change
Interest income	$	1,165		$	599		$	566
Foreign exchange losses		(2,202	)		(3,602	)		1,400
Other income (expense), net		(312	)		636			(949	)

Total other income (expense), net	$	(1,349	)	$	(2,367	)	$	1.017

Benefit for Income Taxes. Our benefit for income taxes decreased by $7.7 million to $0.2 million for the three months ended March 31, 2016, from $7.9 million for the three months ended March 31, 2015. The effective tax rate for the three months ended March 31, 2016 and 2015, was 1% and 43%, respectively. Our effective tax rate is primarily impacted by changes in the forecasted income (loss) across various jurisdictions as well as items that are accounted for discretely in the quarter. The decrease in the benefit for income taxes for the three months ended March 31, 2015 to March 31, 2016 is primarily driven by changes in our forecasted jurisdictional mix of income (loss) and U.S. taxes on foreign earnings.

Equity Earnings of Unconsolidated Entities, Net of Tax. Equity earnings of unconsolidated entities are reported net of tax and include our share of earnings in entities that we account for under the equity method of accounting. Equity earnings of unconsolidated entities, net of tax, for the three months ended March 31, 2016 reflect the following: (i) our 50% interest in SPD in the amount of $4.6 million, and (ii) our 49% interest in TechLab, Inc., or TechLab, in the amount of $0.5 million. Equity earnings of unconsolidated entities, net of tax, for the three months ended March 31, 2015 reflect the following: (i) our 50% interest in SPD in the amount of $3.6 million, and (ii) our 49% interest in TechLab in the amount of $0.4 million.

Income from Discontinued Operations, Net of Tax. The results of the health management business are included in income from discontinued operations, net of tax, for the three months ended March 31, 2015, given our January 9, 2015 divestiture of this business. For the three months ended March 31, 2015, the discontinued operations generated income, net of tax, of $216.8 million. The income from discontinued operations in the three months ended March 31, 2015 was largely attributable to a $366.2 million pre-tax gain ($218.6 million, net of tax) on the sale of our health management business. See Note 3 of our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

Liquidity and Capital Resources

Based upon our current working capital position, current operating plans and expected business conditions, we expect to fund our short and long-term working capital needs primarily using existing cash and our operating cash flow. As of March 31, 2016 and June 30, 2016, we had approximately $3.0 billion of indebtedness outstanding. As our various debt instruments mature over the next several years, we may need or want to re-finance some or all this indebtedness with new debt, including potential borrowings under our revolving credit facility, in order to preserve our existing cash for other uses, including to continue to fund our operations. During

the three months ended March 31, 2016, we generated net cash proceeds of $21.5 million from divestitures, net of cash divested, and used $17.4 million of our cash to reduce our outstanding indebtedness under our current and prior credit facilities. In May 2016, we paid approximately $152.0 million in cash to satisfy the principal and interest due under our 3% convertible senior subordinated notes, which matured on May 15, 2016 (of which amount $125.0 million was drawn under our revolving credit facility and $27.0 million was paid using available cash). We may divest one or more of our businesses in accordance with the covenants under the Merger Agreement with Abbott and we expect that, if and when completed, we will use all or a portion of the net proceeds of such divestitures to fund our working capital, operations, research and development or to reduce our outstanding debt, among other purposes, in each case to the extent permitted under the Merger Agreement and in accordance with our secured credit facility and the indentures governing our notes. As of March 31, 2016, we had $490.7 million of cash and cash equivalents, of which $106.0 million was held by domestic subsidiaries and $384.7 million was held by foreign entities. As of June 30, 2016, we had $506.2 million of cash and cash equivalents, of which $60.0 million was held by domestic subsidiaries and $446.1 million was held by foreign entities. We do not currently plan to repatriate cash held by most of our foreign entities if there are adverse tax implications, including incremental U.S. tax liabilities and potential foreign withholding tax liabilities. If circumstances were to change, however, we may be required to repatriate all or a portion of the cash held by foreign entities, which could result in the payment of significant tax liabilities.

We may also utilize amounts available under our secured credit facility, as described below, or other new sources of financing to fund a portion of our capital expenditures, contractual contingent consideration obligations, other commitments, the refinancing of existing indebtedness and future acquisitions. New sources of financing may not be available on acceptable terms, or at all, and we may be required to obtain certain consents in connection with completing such financings, which we may not be able to obtain on acceptable terms or at all.

On June 18, 2015, we entered into a new secured credit facility, which initially provided for term loan facilities totaling $1.7 billion (consisting of $650 million of “A” term loans and $1.05 billion of “B” term loans), all of which were drawn at closing, and, subject to our continued compliance with the secured credit facility, a $250.0 million revolving credit facility (which includes a $50.0 million sublimit for the issuance of letters of credit). No amount was drawn under the revolving credit facility as of March 31, 2016 (and $125.0 million was drawn under the revolving credit facility in May 2016, as described above).

We used approximately $1.68 billion of the proceeds of the term loans drawn at closing to repay in full all indebtedness outstanding under our prior credit facility, whereupon that facility was terminated, and to pay various fees and expenses associated with the transactions contemplated by the new secured credit facility.

In November 2015 we used $115.0 million of the net cash proceeds from our sale of the BBI business (which represented all of the net proceeds from the closing of the sale prior to giving effect to the final working capital adjustment) to repay $115.0 million in aggregate principal amount of outstanding “A” term loans and “B” term loans under the secured credit facility.

We must repay the “A” term loans in nineteen consecutive quarterly installments, which began on September 30, 2015 and continue through March 31, 2020, followed by a final installment on June 18, 2020; the principal amount of the installment we paid on September 30, 2015 was $8,125,000, and, giving effect to the prepayment of a portion of the “A” term loans in connection with our sale of the BBI business, the principal amount of each subsequent installment through March 31, 2020 is approximately $7,572,000, and the principal amount of the final installment is approximately $461,882,000. We must repay the “B” term loans in twenty-seven consecutive quarterly installments, which began on September 30, 2015 and continue through March 31, 2022, followed by a final installment on June 18, 2022; the principal amount of the installment we paid on September 30, 2015 was $2,625,000, and, giving effect to the prepayment of a portion of the “B” term loans in connection with our sale of the BBI business, the principal amount of each subsequent installment through March 31, 2022 is approximately $2,446,000, and the principal amount of the final installment is approximately $912,471,000. We may repay any borrowings under the revolving credit facility at any time (without any premium or penalty, other than customary LIBOR breakage costs, if applicable), but in no event later than June 18, 2020.

As of March 31, 2016, we had $2.8 billion in aggregate principal amount of outstanding indebtedness, including $1.5 billion in aggregate principal amount outstanding under our secured credit facility, $446.7 million in aggregate outstanding principal amount of our 7.25% senior notes due 2018, $420.0 million in aggregate outstanding principal amount of our 6.5% senior subordinated notes due 2020, $418.4 million in aggregate outstanding principal amount of our 6.375% senior subordinated notes due 2023 and $150.0 million in aggregate outstanding principal amount of our 3% convertible senior subordinated notes due 2016. As noted above, the 3% convertible senior subordinated notes matured on May 15, 2016, and we used $125.0 million of cash drawn under our revolving credit facility plus $27.0 million of available cash to pay the $152.0 million of outstanding principal and accrued interest due under the notes. The terms and conditions of our outstanding debt instruments contain covenants that expressly restrict our ability to incur additional indebtedness and conduct other financings, subject to certain exceptions. In addition, the Merger Agreement with Abbott contains restrictions on our ability to incur additional indebtedness and conduct other financings, subject to certain exceptions.

On April 22, 2016, we and the requisite lenders under the Credit Agreement entered into an amendment to the Credit Agreement, or the April 2016 Amendment. Pursuant to the April 2016 Amendment, these lenders agreed to (i) waive certain Defaults and Events of Defaults (each as defined in the Credit Agreement) that may have occurred, are occurring or will occur, resulting from,

among other things, (x) our failure to deliver to the Administrative Agents (as defined in the Credit Agreement) the financial statements and certain related deliverables for 2015 by the applicable deadline under the Credit Agreement, (y) any restatement of certain financial statements as a result of our incorrect application of revenue recognition principles for 2013, 2014 and 2015, or (z) any breach of any representation or affirmative covenant as a result of certain deliverables being incorrect when delivered, which breach is discovered as part of the audit of our financial statements for 2015, to the extent that such breach is due to our incorrect application of revenue recognition principles for 2013, 2014 and 2015, and (ii) extend the deadlines for delivery of the financial statements for 2015, the financial statements for the quarter ended March 31, 2016 and certain related deliverables. Under the terms of this amendment, we are required to deliver our unaudited financial statements for the three months ended March 31, 2016 and certain related deliverables on or before August 18, 2016, and our failure to do so could give rise to an Event of Default under the Credit Agreement. In connection with this amendment, we paid, among other fees and expenses, to each consenting lender aggregate consent fees of 0.250% of the sum of (i) the aggregate principal amount of such lender’s Term Loans outstanding on the effective date of the amendment and (ii) such lender’s Revolving Credit Commitment (each as defined in the Credit Agreement) outstanding on the effective date of the amendment, or approximately $4.5 million in the aggregate for all consenting lenders. The amendment also increases the applicable interest rate margins for all loans outstanding under our secured credit facility by 0.25% per annum for the period from July 1, 2016 to the date of delivery of such financial reports and related deliverables under our secured credit facility.

In addition, on April 29, 2016, we commenced consent solicitations relating to our 6.5% senior subordinated notes, 6.375% senior subordinated notes and 7.25% senior notes, which we refer to collectively as the Notes. The consent solicitations were made to holders of record of the Notes as of April 28, 2016, and such solicitations were completed on May 9, 2016. Pursuant to the consent solicitations, the requisite holders of each series of Notes agreed to extend the deadline for delivery of certain financial information and to waive, through and until 5:00 p.m., New York City time, on August 31, 2016, any default or event of default that occurred, is continuing or may occur under the indentures under which the Notes were issued (and its consequences) in connection with any failure to timely file with the SEC, or to timely furnish to the relevant trustees pursuant to the indentures, our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and our subsequent Quarterly Reports on Form 10-Q, or the Failures to File. In connection with the Failures to File, we paid, in May and July 2016, to each holder of Notes who validly delivered a consent aggregate cash payments equal to $15.00 for each $1,000 aggregate principal amount of such holder’s Notes, or an aggregate of $19.2 million.

Our indebtedness outstanding at June 30, 2016 matures at various times between 2018 and 2023. As noted above, in May 2016, we paid approximately $152.0 million in cash to satisfy the principal and interest due under our 3% convertible senior subordinated notes, which matured on May 15, 2016. We may not have sufficient cash resources at the time of maturity of our remaining indebtedness to pay the aggregate principal and accrued interest under such indebtedness. If the capital and credit markets experience volatility or the availability of funds is limited, we may be unable to re-finance this debt on commercially reasonable terms, including because of increased costs associated with issuing debt instruments, or at all. In addition, it is possible that our ability to access the capital and credit markets could be limited by the amount of our indebtedness 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 if our underlying assumed revenues and expenses are not realized. In particular, we could experience decreased product sales or lower average selling prices, unexpected costs associated with our potential divestitures, operational integration efforts, core research and development projects, cost-saving initiatives and existing or unforeseen lawsuits, regulatory actions, governmental investigations, or other claims against us, such as those we incurred in connection with our recently announced withdrawal of our INRatio and INRatio 2 products from the market. 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. In connection with any such financing, we may be required to obtain consents from the requisite lenders under our secured credit facility and/or the requisite holders of our outstanding notes or from Abbott pursuant to the Merger Agreement, and there is no guarantee we will be able to obtain those consents.

Cash Flow Summary (in thousands)


	Three Months Ended March 31,
	2016			2015
Net cash (used in) from operating activities:
Continuing operations	$	(4,599	)	$	28,709
Discontinued operations		—			318

Net cash provided by (used in) operating activities		(4,599	)		29,027

Net cash from investing activities:
Continuing operations		2,771			557,416
Discontinued operations		—			(209	)

Net cash provided by investing activities		2,771			557,207

Net cash from financing activities:
Continuing operations		(12,529	)		(567,297	)
Discontinued operations		—			(76	)

Net cash used in financing activities		(12,529	)		(567,373	)

Foreign exchange effect on cash and cash equivalents		2,820			(6,127	)

Net increase (decrease) in cash and cash equivalents		(11,537	)		12,734
Cash and cash equivalents, beginning of period – continuing operations		502,200			378,461
Cash and cash equivalents, beginning of period – discontinued operations		—			23,300

Cash and cash equivalents, end of period		490,663			414,495
Less: Cash and cash equivalents – discontinued operations, end of period		—			—

Cash and cash equivalents of continuing operations, end of period	$	490,663		$	414,495

Summary of Changes in Cash Position

As of March 31, 2016, we had cash and cash equivalents of continuing operations of $490.7 million, an $11.5 million decrease from December 31, 2015. Our primary sources of cash for continuing operations during the three months ended March 31, 2016 included $21.5 million received from dispositions, net of cash divested, $11.1 million of cash received from common stock issuances under employee stock option and stock purchase plans and $2.2 million received from equity investments. Our primary uses of cash for our continuing operations during the three months ended March 31, 2016 were $17.3 million related to the repayment of long-term debt obligations, $14.5 million of capital expenditures, $5.9 million paid for acquisitions, net of cash acquired, $5.3 million for cash dividends paid on our Series B preferred stock, $4.6 million used by our continuing operating activities and $1.1 million for principal payments on our capital lease obligations. Fluctuations in foreign currencies favorably impacted our cash balance by $2.8 million during the three months ended March 31, 2016.

As of March 31, 2015, we had cash and cash equivalents of continuing operations of $414.5 million, a $36.0 million increase from December 31, 2014. Our primary sources of cash for continuing operations during the three months ended March 31, 2015 included $581.2 million received from dispositions, net of cash divested, $34.6 million of cash received from common stock issuances under employee stock option and stock purchase plans, $28.7 million generated by our continuing operating activities, $0.9 million from a decrease in other assets, and $0.8 million in proceeds from the sale of property and equipment. Our primary uses of cash for our continuing operations during the three months ended March 31, 2015 were $463.0 million related to the repayment of long-term debt obligations, $127.1 million related to net payments under revolving credit facilities, $25.6 million of capital expenditures, $5.3 million for cash dividends paid on our Series B preferred stock, $4.7 million related to payments of acquisition-related contingent consideration obligations and $1.5 million for principal payments on our capital lease obligations. Fluctuations in foreign currencies unfavorably impacted our cash balance by $6.1 million during the three months ended March 31, 2015.

Cash Flows from Operating Activities

Net cash used by continuing operations during the three months ended March 31, 2016 was $4.6 million, which resulted from a loss from continuing operations of $10.0 million and $68.2 million of cash used to meet working capital needs during the period, which were partially offset by non-cash items of $73.6 million. The $73.6 million of non-cash items included $72.5 million related to depreciation and amortization, $9.6 million related to non-cash stock-based compensation, $2.5 million related to other non-cash items and $2.2 million of interest expense related to the amortization of deferred financing costs and original issue discounts, partially offset by a $6.8 million decrease related to changes in our deferred income taxes, which resulted in part from amortization of intangible assets, $5.0 million in equity earnings of unconsolidated entities, net of tax, and a $3.8 million gain on business dispositions.

Net cash provided by continuing operations during the three months ended March 31, 2015 was $28.7 million, which resulted from a loss from continuing operations of $6.3 million and $53.4 million of cash used to meet working capital needs during the period, offset by $88.5 million of non-cash items. The $88.5 million of non-cash items included $74.4 million related to depreciation and amortization, a $34.8 million loss related to net loss on dispositions, $8.2 million related to other non-cash items, $5.1 million related to non-cash stock-based compensation, $3.9 million of interest expense related to the amortization of deferred financing costs and original issue discounts, and a $1.4 million loss on the disposition of fixed assets, partially offset by a $21.4 million decrease related to changes in our deferred income taxes, which resulted in part from amortization of intangible assets, a $14.0 million non-cash gain from a change in fair value contingent purchase price consideration and $4.0 million in equity earnings of unconsolidated entities, net of tax. In addition, $0.3 million of net cash was provided by discontinued operations for operating activities.

Cash Flows from Investing Activities

Our investing activities for continuing operations during the three months ended March 31, 2016 provided $2.8 million of cash, including, among other items, $21.5 million of cash received from the dispositions of our BBI, E-Santé and health management businesses, net of cash divested, $2.2 million of cash received from our equity investments and $0.6 million of proceeds from the sale of property, plant and equipment, offset by $14.5 million of capital expenditures and $5.9 million paid in connection with the acquisition of EDTS AB.

Our investing activities for continuing operations during the three months ended March 31, 2015 provided $557.4 million of cash, including, among other items, $581.2 million of cash received from the disposition of our health management business, net of cash divested, a $0.9 million decrease in other assets and $0.8 million of proceeds from the sale of property, plant and equipment, partially offset by $25.6 million of capital expenditures. In addition, discontinued operations used $0.2 million of net cash for investing activities.

Cash Flows from Financing Activities

Net cash used in financing activities for continuing operations during the three months ended March 31, 2016 was $12.5 million. Net cash used in financing activities during the three months ended March 31, 2016 included, among other items, $17.3 million for the payment of long-term debt obligations, $5.3 million for dividend payments related to our Series B preferred stock and $1.1 million for payment of capital lease obligations, partially offset by $11.1 million of cash from common stock issuances under employee stock option and stock purchase plans.

Net cash used in financing activities for continuing operations during the three months ended March 31, 2015 was $567.3 million. Net cash used in financing activities during the three months ended March 31, 2015 included, among other items, $463.0 million for the payment of long-term debt obligations, $127.1 million for net payments for revolving credit facilities, $5.3 million for dividend payments related to our Series B preferred stock, $4.7 million for payments of acquisition-related contingent consideration obligations and $1.5 million for payment of capital lease obligations, partially offset by $34.6 million of cash from common stock issuances under employee stock option and stock purchase plans. In addition, discontinued operations used less than $0.1 million of net cash for financing activities.

As of March 31, 2016, we had an aggregate of $10.7 million in outstanding capital lease obligations which are payable through 2021.

Income Taxes

As of March 31, 2016, our federal, state and foreign net operating loss carryforwards for income tax purposes were approximately $30.6 million, $876.5 million, and $234.6 million, respectively. If not utilized, a portion of the federal, state and foreign net operating loss carryforwards will begin to expire in 2020, 2017 and 2017, respectively. Certain foreign net operating loss carryforwards can be carried forward indefinitely. As of March 31, 2016, our federal and foreign capital loss carryforwards for income tax purposes were approximately $256.1 million and $62.1 million, respectively. If not utilized, a portion of the federal capital loss carryforwards will begin to expire in 2016. The foreign capital loss carryforwards can be carried forward indefinitely. As of March 31, 2016, we had $22.9 million of U.S. federal and state research and development credit carryforwards, $4.4 million of U.S. federal Alternative Minimum Tax (“AMT”) credit carryforwards, $79.2 million of U.S. foreign tax credit carryforwards and $1.2 million of other foreign tax credit carryforwards. If not utilized, a portion of the research and development credit and foreign tax credit will begin to expire in 2026 and 2018, respectively.

We have recorded a valuation allowance against a portion of the deferred tax assets related to our U.S. foreign tax credits and certain other net operating losses, capital loss and credit carryforwards, as well as certain of our other deferred tax assets to reflect uncertainties that might affect the realization of such deferred tax assets.

Off-Balance Sheet Arrangements

We had no material off-balance sheet arrangements as of March 31, 2016.

Contractual Obligations

As of March 31, 2016, our contractual obligations have not changed significantly since December 31, 2015, as presented in our Annual Report on Form 10-K for the year ended December 31, 2015.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are 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, contingent consideration obligations, 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 were no significant changes in our critical accounting policies or management estimates between December 31, 2015 and March 31, 2016. 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 for the year ended December 31, 2015.

Recent Accounting Pronouncements

See Note 18 of 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 for the year ended December 31, 2015. In the three months ended March 31, 2016, there were no material changes to our market risks or our management of such risks.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), which are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure. Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our CEO and CFO concluded that, as a result of the material weaknesses in internal control over financial reporting previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and described below, our disclosure controls and procedures were not effective as of March 31, 2016.

Previously Reported Material Weaknesses

As reported in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2015, our management concluded that our internal control over financial reporting was ineffective as of that date because material weaknesses existed in our internal control over financial reporting related to our accounting for income taxes and revenue recognition. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Material Weakness Related to Accounting for Income Taxes

We did not maintain a sufficient complement of resources with adequate experience and expertise in accounting for income taxes, as a result of which our controls did not operate at a level of precision to identify errors in the calculation of tax balances resulting from dispositions and U.S. taxes on foreign earnings. The material weakness resulted in the previous restatements to our consolidated financial statements for the year ended December 31, 2014 and our interim financial information for the three and nine months ended September 30, 2014. This material weakness could result in a material misstatement of the consolidated financial statements that would not be prevented or detected.

Material Weaknesses Related to Revenue Recognition

We did not maintain a sufficient complement of resources at our subsidiaries with appropriate knowledge, experience and training to ensure proper application of US GAAP in determining revenue recognition.

We also did not maintain effective controls over information and communications as it relates to revenue recognition at our subsidiaries. Specifically, we did not implement and reinforce an adequate process for internally communicating nonstandard terms and conditions between our subsidiaries’ commercial operations and finance groups and between our subsidiaries’ finance groups and our corporate accounting group. These material weaknesses contributed to the following material weaknesses.

We did not design effective controls over the review of terms of purchase orders and customer contracts, including amendments

to contracts, to ensure proper application of US GAAP in determining revenue recognition.

We did not design effective controls to ensure that revenue would not be recognized until title and risk of loss had passed to our

customers.

These material weaknesses resulted in a revision to our financial statements for the years ended December 31, 2013 and 2014 and each of the interim periods in 2014 and 2015. Although the adjustments resulting in the revision to our financial statements were not material, we concluded that these material weaknesses could result in a material misstatement of the consolidated financial statements that would not be prevented or detected.

Plan for Remediation of Material Weaknesses in Internal Control Over Financial Reporting

With the oversight of senior management, including our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer, and the audit committee of our board of directors, we have implemented, and will continue to identify and implement, steps to remediate the material weaknesses described above. The specific actions taken and planned additional actions are described below.

Material Weakness Related to Accounting for Income Taxes

•

supplementing our accounting and tax professionals with additional personnel with the appropriate experience, certification, education, training and expertise in accounting for the income tax effects of dispositions and other complex transactions. Between May 1, 2015 and June 30, 2016, we hired a Corporate Controller and Chief Accounting Officer, Vice President, Global Tax, a Senior Director, International Tax, a Director, Global Tax Accounting, a Senior Manager, Global Tax Accounting, and a Senior Manager, Domestic Tax, all of whom have experience working on tax provisions of multinational companies;

•

enhancing our income tax controls to include specific activities to assess the accounting for deductible outside basis differences that could reverse as a result of transactions to dispose of components of the company. Between May 1, 2015 and June 30, 2016, Company tax department personnel have attended internal and external trainings related to income tax accounting; and

•

enhancing our controls over the income tax provision process to include specific controls over the determination of U.S. taxes on foreign earnings.

Material Weakness Related to Revenue Recognition

•

hiring additional Finance personnel to support our commercial subsidiaries who have experience working in global finance organizations and have expertise in revenue recognition and US GAAP. Specifically, in 2015 and 2016, we hired new finance directors in Latin America and Africa and plan to hire additional resources at some of our foreign subsidiaries;

•

reorganizing Finance and commercial operations to facilitate global communication to enhance compliance with the corporate revenue recognition policy and US GAAP;

•

enhancing the formal contract and purchase order review process at our commercial subsidiaries to ensure appropriate application of US GAAP, including approvals at appropriate levels ;

•

creating and implementing formal global processes that require revenue recognition subject matter experts to review and approve any nonstandard arrangements, including significant transactions, significant promotional programs, sales incentives or other deviations from standard order fulfillment processes;

•

formalizing periodic revenue recognition training for all finance, order fulfillment and customer-facing employees;

•

expanding the scope of internal audit testing of controls over the order-to-cash cycles at subsidiaries as well as, implementing more precise entity level controls related to revenue transactions to ensure strict adherence to Company policy and procedures

These ongoing actions are subject to ongoing review by our senior management, as well as oversight by the audit committee of our board of directors. Although we plan to complete this remediation process as quickly as possible, we cannot, at this time, estimate when such remediation may occur, and our initiatives may not prove successful in remediating these material weaknesses. Management may determine to enhance other existing controls and/or implement additional controls as the implementation progresses. It will take time to determine whether the additional controls we are implementing will be sufficient to accomplish their intended purpose; accordingly, these material weaknesses may continue for a period of time. While the audit committee of our board of directors and senior management are closely monitoring this implementation, until the remediation efforts discussed in this section, including any additional remediation efforts that our senior management identifies as necessary, are completed, tested and determined effective, we will not be able to conclude that these material weaknesses have been remediated.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our first fiscal quarter of 2016 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

U.S. Securities and Exchange Commission Subpoena

Department of Justice Grand Jury Subpoena

Securities Class Actions

We are unable at this time to determine the outcome of this class action lawsuit or our potential liability, if any.

Matters Relating to our San Diego Facility

We are unable to predict when these matters will be resolved or what further action, if any, the government will take in connection with them.

INRatio Class Actions

We are unable, at this time, to determine the outcome of these class action lawsuits or our potential liability, if any.

Claims in the Ordinary Course and Other Matters

ITEM 1A.

RISK FACTORS

Information regarding risk factors appears in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on August 8, 2016. There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

ITEM 3.

DEFAULT UPON SENIOR SECURITIES

As previously disclosed, as of March 31, 2016, we were in default under the Credit Agreement and the respective indentures governing our 7.25% senior notes, our 6.5% senior subordinated notes, our 6.375% senior subordinated notes and our 3% convertible senior subordinated notes as a result of our failure to timely furnish to the holders of such debt our annual financial statements for the fiscal year ended December 31, 2015. We subsequently entered into an amendment and obtained waivers with respect to such debt instruments (other than with respect to our 3% convertible senior subordinated notes) with the requisite holders of such debt with regard to such defaults and certain other defaults thereunder (including our subsequent failure to timely furnish to the holders of such debt our quarterly financial statements for the three months ended March 31, 2016). For more information regarding this default and these amendments and waivers, see Note 12 to the consolidated financial statements “Long-term Debt” included elsewhere in this Quarterly Report on Form 10-Q.

ITEM 6.

EXHIBITS


Exhibit No.		Description

2.1		Agreement and Plan of Merger dated as of January 30, 2016, between Alere Inc. and Abbott Laboratories (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, event date January 30, 2016, as filed with the SEC on February 1, 2016)

*3.1		Amended and Restated By-Laws of Alere Inc., as amended

*10.1†		Offer Letter, dated December 29, 2015, between Alere Inc. and Jonathan Wygant

*10.2†		Change in Control Severance Agreement, dated January 12, 2016, between Alere Inc. and Jonathan Wygant

*10.3†		Alere Inc. 2016 Short-Term Incentive Plan

*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


Exhibit No.		Description

*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 Months Ended March 31, 2016 and 2015, (b) our Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2016 and 2015, (c) our Consolidated Balance Sheets as of March 31, 2016 and December 31, 2015, (d) our Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2016 and 2015 and (e) the Notes to such Consolidated Financial Statements.

*	Filed herewith

†	Management contract or compensatory plan or arrangement, of amendment thereto

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 16, 2016				/s/ Jonathan Wygant
				Jonathan Wygant
				Chief Accounting Officer and Corporate Controller and an authorized officer

Exhibit 3.1

AMENDED AND RESTATED

BY-LAWS

ALERE INC.

(the “Corporation”)

ARTICLE I

Stockholders

SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place may subsequently be changed at any time by vote of the Board of Directors. If no Annual Meeting has been held for a period of thirteen months after the Corporation’s last Annual Meeting, a special meeting in lieu thereof may be held, and such special meeting shall have, for the purposes of these By-laws or otherwise, all the force and effect of an Annual Meeting. Any and all references hereafter in these By-laws to an Annual Meeting or Annual Meetings also shall be deemed to refer to any special meeting(s) in lieu thereof.

SECTION 2. Special Meetings.

(a) Except as otherwise required by statute or the Amended and Restated Certificate of Incorporation of the Corporation (as amended or restated from time to time, the “Certificate”) 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 (i) by the Board of Directors acting pursuant to a resolution approved by the affirmative vote of a majority of the Directors then in office or (ii) at the request of stockholders of the Corporation in accordance with Section 2(b).

(b) This Section 2(b) is the exclusive means by which one or more stockholders of the Corporation may request the calling of a special meeting of the stockholders of the Corporation. A special meeting of the stockholders of the Corporation shall be called by the Secretary of the Corporation upon the delivery to the Secretary of the Corporation at the principal executive offices of the Corporation of a written request of one or more stockholders who are stockholders of record at the time the request is delivered holding Net Long Shares (as defined and determined in accordance with this Section 2(b)) representing in the aggregate not less than twenty-five percent (25%) of the total voting power of the shares of common stock of the Corporation outstanding and entitled to vote on the matter or matters to be brought before the proposed special meeting (the “Requisite Percentage”), and who have held Net Long Shares constituting at least the Requisite Percentage continuously for a period of at least one (1) year prior to the date of delivery of such request (the “One-Year Period”). For purposes of this Section 2(b) and for determining the Requisite Percentage, the “Net Long Shares” with respect to each stockholder of record or beneficial owner, if any, on whose behalf the request is being made (each such record or beneficial owner, a “Requesting Stockholder”) shall be limited to the

number of shares of common stock of the Corporation beneficially owned, directly or indirectly, by the Requesting Stockholder that constitute such Requesting Stockholder’s net long position as defined in Rule 14e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any successor provision, provided that (x) for purposes of such definition, in determining such Requesting Stockholder’s short position, the reference in such Rule to (A) the date that a tender offer is first publicly announced or otherwise made known by the bidder to holders of the security to be acquired shall be the date on which the special meeting request is delivered to the Secretary of the Corporation, (B) the highest tender offer price or stated amount of the consideration offered for the subject security shall refer to the closing sale price of the Corporation’s common stock on the principal stock exchange on which such common stock is traded on such date (or, if such date is not a trading day, the next succeeding trading day), (C) the person whose securities are the subject of the offer shall refer to the Corporation and (D) the subject security shall refer to the common stock of the Corporation; and (y) to the extent not covered by such Rule, the net long position of such Requesting Stockholder shall be reduced by the number of shares as to which such Requesting Stockholder does not, or will not, have the right to vote or direct the vote at such special meeting or as to which such Requesting Stockholder has, at any time during the One-Year Period, entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. In addition, to the extent any affiliate or affiliates of the Requesting Stockholder are acting in concert with the Requesting Stockholder with respect to the calling of the special meeting, the determination of Net Long Shares may include the effect of aggregating the Net Long Shares (including any negative number) of such affiliate or affiliates. The Net Long Shares of each Requesting Stockholder shall be determined in good faith by the Board of Directors, which determination shall be conclusive and binding on the Corporation and the stockholders. The date of delivery of the special meeting request shall be the first date on which valid special meeting requests constituting the Requisite Percentage have been delivered to the Secretary of the Corporation. A request to the Secretary of the Corporation for a special meeting of stockholders shall only be valid if signed and dated by each Requesting Stockholder, or a duly authorized agent of such Requesting Stockholder, and only if accompanied by (i) a notice in proper written form setting forth the information that would be required by paragraph (a) of Section 3 of this Article I in order to propose at an annual meeting the matters proposed to be brought before the special meeting; (ii) a representation by the Requesting Stockholders that within five (5) business days after the record date for any such special meeting they will provide such information as of the record date for such special meeting; (iii) documentary evidence that the Requesting Stockholders hold and have held Net Long Shares constituting the Requisite Percentage as of the date on which the request is delivered to the Secretary of the Corporation and continuously during the One-Year Period; provided, however, that if the stockholders of record requesting the special meeting are not the beneficial owners of the Net Long Shares representing the Requisite Percentage, the request must also include documentary evidence (or, if not simultaneously provided with the special meeting request, such documentary evidence must be delivered to the Corporation within ten (10) days after the date of delivery of the special meeting request to the Secretary of the Corporation) that the beneficial owners on whose behalf the request is being made beneficially own and have beneficially owned Net Long Shares constituting the Requisite Percentage as of the date on which the request is delivered to the Secretary of the Corporation and continuously during the One-Year Period; and (iv) an agreement by the Requesting

Stockholders to notify the Corporation promptly and in reasonable detail of any decrease in the number of Net Long Shares held by the Requesting Stockholders (and, if any affiliate or affiliates of a Requesting Stockholder are acting in concert with any Requesting Stockholder with respect to the calling of the special meeting, any such affiliate or affiliates) following delivery of the special meeting request and an acknowledgment by the Requesting Stockholders that any such decrease prior to the special meeting shall be deemed a revocation of such request to the extent of such decrease. A special meeting requested by stockholders shall be held at such hour, date and place within or without the United States which is fixed by the Board of Directors; provided, however, that the date of any such special meeting shall not be more than ninety (90) days after the request to call the special meeting is received by the Secretary of the Corporation. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (i) the stated business to be brought before the special meeting is not a proper subject for action by stockholders under applicable law, (ii) the special meeting request was delivered during the period commencing ninety (90) days prior to the first anniversary of the preceding year’s Annual Meeting and ending on the earlier of (A) the date of the next Annual Meeting and (B) thirty (30) days after the first anniversary of the preceding year’s Annual Meeting, (iii) the Board of Directors has called or calls for a meeting of stockholders to be held within ninety (90) days after the Secretary of the Corporation receives the request for the special meeting and the Board of Directors determines in good faith that the business of such meeting includes (among any other matters properly brought before the meeting) substantially the same business specified in the request or (iv) an annual or special meeting that included substantially the same business specified in the request (as determined in good faith by the Board of Directors) was held not more than ninety (90) days before the request to call the special meeting was received by the Secretary of the Corporation. A stockholder may revoke a request for a special meeting at any time by written revocation delivered to the Secretary of the Corporation, and if, following any such revocation (or any deemed revocation), there are unrevoked requests from stockholders holding in the aggregate less than the Requisite Percentage, the Board of Directors, in its discretion, may cancel the special meeting. Business transacted at a special meeting requested by stockholders shall be limited to the purpose(s) stated in the request for meeting, provided, however, that the Board of Directors shall have the authority in its discretion to submit additional matters to the stockholders (including director nominations), and to cause other business to be transacted, at any special meeting requested by stockholders.

(c) Only those matters set forth in the Corporation’s notice of the special meeting may be considered or acted upon at a special meeting of stockholders of the Corporation.

SECTION 3. Notice of Stockholder Business and Nominations.

(a) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an Annual Meeting (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Section 3, who is entitled to vote at the meeting, who is present (in person or by proxy) at the meeting and who complies with the notice procedures set forth in this Section 3. In

addition to the other requirements set forth in these By-laws, for any proposal of business to be considered at an Annual Meeting, it must be a proper subject for action by stockholders of the Corporation under applicable law.

(2) For nominations or other business to be properly brought before an Annual Meeting by a stockholder pursuant to clause (c) of paragraph (a)(1) of this Section 3, the stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s Annual Meeting; provided, however, that in the event that the date of the Annual Meeting is advanced by more than 30 days before or delayed by more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such Annual Meeting and not later than the close of business on the later of the 90th day prior to such Annual Meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. To be in proper written form, such stockholder’s notice shall set forth or include: (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act, or any successor provision, (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected, and (iii) a description of any agreement, arrangement or understanding relating to any direct or indirect compensation, reimbursement or indemnification in connection with such person’s service or action as a director; (b) as to any other business that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, (ii) the reasons for conducting such business at the meeting, (iii) the text of the proposal (including the exact text of any resolutions proposed for consideration and, if such business includes a proposal to amend the By-laws, the exact text of the proposed amendment) and (iv) any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made and any affiliate or associate of each such person; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner as of the date of the notice and a representation that the stockholder will notify the Corporation in writing within five (5) business days after the record date for such meeting of the class and number of shares of the Corporation which are owned beneficially and of record by such stockholder and such beneficial owner as of the record date for the meeting, and (iii) a representation that the stockholder intends to be present in person or by proxy at the meeting to propose such nomination or other business; (d) as to the stockholder giving the notice or, if the notice is given on behalf of a beneficial owner on whose behalf the nomination or proposal is made, as to such beneficial owner, (i) a description of any agreement, arrangement or understanding (whether or not in writing) with respect to the nomination or other

business between or among such stockholder or beneficial owner or any affiliate or associate of such person and any other person, including without limitation the names and addresses of such other person(s) and any agreements that would be required to be described or reported pursuant to Item 5 or Item 6 of Schedule 13D (or any successor provision, and regardless of whether the requirement to file a Schedule 13D is applicable to the stockholder or beneficial owner) and a representation that the stockholder will notify the Corporation in writing within five (5) business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, (ii) a description of any agreement, arrangement or understanding (whether or not in writing, and including any derivative or short positions, profit interests, options, hedging transactions, and borrowed or loaned shares, regardless of whether settled in shares or cash) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder or beneficial owner, the effect or intent of which is to mitigate loss, manage risk or benefit from changes in the share price of any class of the Corporation’s capital stock, or increase or decrease the voting power of the stockholder or beneficial owner with respect to shares of stock of the Corporation, including the notional number of shares that are the subject of such agreement, arrangement or understanding, and a representation that the stockholder will notify the Corporation in writing within five (5) business days after the record date for such meeting of any such agreement, arrangement or understanding in effect as of the record date for the meeting, (iii) a statement as to whether the stockholder or beneficial owner will engage in a solicitation with respect to such nomination or proposal and, if so, the name of each participant (as defined in Item 4 of Schedule 14A under the Exchange Act, or any successor provision) in such solicitation and whether such person or group intends to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to elect a director to be nominated by the stockholder or approve or adopt the business to be proposed by the stockholder and (iv) all information relating to such stockholder or beneficial owner that is required to be disclosed in solicitations of proxies for the election of directors in an election contest and/or the proposal to be made, as the case may be, in each case pursuant to Regulation 14A under the Exchange Act or any successor provision; (v) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, such stockholder’s and beneficial owner’s written consent to the public disclosure of information provided to the Corporation in connection with such notice. A nomination or proposal shall be deemed not to be made on behalf of a beneficial owner if such beneficial owner (i) is not the stockholder making the nomination or proposal, (ii) is not a person that directed, requested or suggested that the nomination or proposal be made, (iii) is not a participant (as defined in Item 4 of Schedule 14A under the Exchange Act, or any successor provision) in the solicitation with respect to the nomination or proposal, (iv) is not an affiliate or associate of any of the foregoing persons, (v) is not acting in concert with any of the foregoing persons with respect to the nomination or proposal and (vi) does not have any agreement, arrangement or understanding (whether or not in writing) relating specifically, expressly or primarily to such nomination or proposal or the Corporation with any of the foregoing persons.

(3) Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 3 to the contrary, in the event that the number of directors to be elected to the

Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 85 days prior to the first anniversary of the preceding year’s Annual Meeting, a stockholder’s notice required by this Section 3 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

(b) General Provisions Applicable to Annual or Special Meetings of Stockholders.

(1) Only such persons who are nominated in accordance with the provisions of these By-laws shall be eligible for election and to serve as directors and only such business shall be conducted at any annual or special meeting of stockholders as shall have been brought before the meeting in accordance with the provisions of these By-laws. The Board of Directors or a designated committee thereof shall have the power to determine whether a nomination or any business proposed to be brought before any annual or special meeting or a request for a special meeting of stockholders was made in accordance with the provisions of these By-laws (including the requirement to provide the information required to be provided to the Corporation under these By-laws within five business days following the record date for the meeting). If neither the Board of Directors nor such designated committee makes a determination as to whether any stockholder proposal or nomination or any request for a special meeting of stockholders was made in accordance with the provisions of these By-laws, the presiding officer of the annual or special meeting shall have the power and duty to determine whether the stockholder proposal or nomination or request for a special meeting of stockholders was made in accordance with the provisions of these By-laws. If the Board of Directors or a designated committee thereof or the presiding officer, as applicable, determines that any stockholder proposal or nomination or any request for a special meeting of stockholders was not made in accordance with the provisions of these By-laws, such proposal or nomination shall be disregarded and shall not be presented for action at the meeting, or such request shall be disregarded and such special meeting of stockholders shall not be held, in each case notwithstanding that proxies in respect of such matters may have been received.

(2) Even if a stockholder shall have given timely and proper notice of a nomination or other business to be conducted at the Annual Meeting in accordance with the provisions of these By-laws, if the stockholder does not appear or send a qualified representative to make the nomination or propose such business at the Annual Meeting, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such matters may have been received.

(3) Even if stockholders shall have made a request for a special meeting of stockholders in accordance with the provisions of these By-laws, if none of the Requesting Stockholders appears or sends a qualified representative to present the business proposed to be conducted at the special meeting, the Corporation need not present such business for a vote at such meeting, notwithstanding that proxies in respect of such matters may have been received.

(4) To be considered a “qualified representative” of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or authorized by a writing executed by such stockholder (or a reliable reproduction or electronic transmission of the writing) delivered to the Corporation prior to the making of such nomination or proposal at such meeting by such stockholder stating that such person is authorized to act for such stockholder as proxy at the meeting of stockholders.

(5) For purposes of these By-laws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act (or any successor provisions). For purposes of these By-laws, the term “affiliate” shall have the meaning set forth in Rule 12b-2 under the Exchange Act (or any successor provision), the term “associate” shall have the meaning set forth in Rule 14a-1(a) under the Exchange Act (or any successor provision) and shares shall be treated as “beneficially owned” by a person if the person (i) beneficially owns such shares, directly or indirectly, for purposes of Section 13(d) of the Exchange Act and Regulations 13D and 13G thereunder (or any successor provisions), or (ii) has or shares pursuant to any agreement, arrangement or understanding (whether or not in writing) (A) the right to acquire such shares (whether such right is exercisable immediately or only after the passage of time or the fulfillment of a condition or both), (B) the right to vote such shares, alone or in concert with others, and/or (C) investment power with respect to such shares, including the power to dispose of, or to direct the disposition of, such shares.

(6) Notwithstanding the foregoing provisions of these By-laws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these By-laws. Nothing in this Section 3 shall be deemed to affect any rights of (i) stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) the holders of any series of Preferred Stock to elect directors under specified circumstances.

SECTION 4. Notice of Meetings; Adjournments. A notice of each Annual Meeting stating the hour, date and place, if any, of such Annual Meeting shall be given not less than ten (10) days nor more than sixty (60) days before the Annual Meeting, to each stockholder entitled to vote thereat by delivering such notice to such stockholder or by mailing it, postage prepaid, addressed to such stockholder at the address of such stockholder as it appears on the Corporation’s stock transfer books.

Notice of all special meetings of stockholders shall be given in the same manner as provided for Annual Meetings, except that the notice of all special meetings shall state the purpose or purposes for which the meeting has been called.

Notice of an Annual Meeting or special meeting of stockholders need not be given to a stockholder if a waiver of notice is executed before or after such meeting by such stockholder or if such stockholder attends such meeting, unless such attendance was for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

The Board of Directors may postpone and reschedule any previously scheduled Annual Meeting or special meeting of stockholders and any record date with respect thereto, regardless of whether any notice or public disclosure with respect to any such meeting has been sent or made pursuant to Section 3 of this Article I of these By-laws or otherwise. In no event shall the public announcement of an adjournment, postponement or rescheduling of any previously scheduled meeting of stockholders commence a new time period for the giving of a stockholder’s notice under Section 3 of this Article I of these By-laws.

When any meeting is convened, the presiding officer may adjourn the meeting if (a) no quorum is present for the transaction of business, (b) the Board of Directors determines that adjournment is necessary or appropriate to enable the stockholders to consider fully information which the Board of Directors determines has not been made sufficiently or timely available to stockholders, or (c) the Board of Directors determines that adjournment is otherwise in the best interests of the Corporation. When any Annual Meeting or special meeting of stockholders is adjourned to another hour, date or place, notice need not be given of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken of the hour, date and place, if any, to which the meeting is adjourned and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given to each stockholder of record entitled to vote thereat and each stockholder who, by law or under the Certificate or these By-laws, is entitled to such notice.

SECTION 5. Quorum. A majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders. If less than a quorum is present at a meeting, the holders of voting stock representing a majority of the voting power present at the meeting or the presiding officer may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 4 of this Article I. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly constituted meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

SECTION 6. Voting and Proxies. Stockholders shall have one vote for each share of stock entitled to vote owned by them of record according to the stock ledger of the Corporation, unless otherwise provided by law or by the Certificate. Stockholders may vote either (i) in person, (ii) by written proxy or (iii) by a transmission permitted by §212(c) of the Delaware General Corporation Law (“DGCL”). Any copy, facsimile telecommunication or other reliable

reproduction of the writing or transmission permitted by §212(c) of the DGCL may be substituted for or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission. Proxies shall be filed in accordance with the procedures established for the meeting of stockholders. Except as otherwise limited therein or as otherwise provided by law, proxies authorizing a person to vote at a specific meeting shall entitle the persons authorized thereby to vote at any adjournment of such meeting, but they shall not be valid after final adjournment of such meeting. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by or on behalf of any one of them unless at or prior to the exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them.

SECTION 7. Action at Meeting. When a quorum is present at any meeting of stockholders, any matter before any such meeting (other than an election of a director or directors) shall be decided by a majority of the votes properly cast for and against such matter, except where a larger vote is required by law, by the Certificate or by these By-laws. When a quorum is present at any meeting of stockholders at which directors are to be elected, each director shall be elected by a majority of the votes properly cast on the election of the director, provided that, if the Secretary determines that as of the date that is ten (10) days before the date on which the Corporation files with the Securities and Exchange Commission its definitive proxy statement for such meeting of stockholders (regardless of whether thereafter revised or supplemented), the number of nominees for director exceeds the number of directors to be elected, the directors shall be elected by a plurality of the votes properly cast on the election of directors. For purposes of this Section 7, a majority of the votes properly cast on the election of a director means that the number of votes properly cast “for” the election of the director exceeds the number of votes properly cast “against” the election of the director. The following shall not be votes cast: (a) a share otherwise present at the meeting but for which there is an abstention and (b) a share otherwise present at the meeting as to which a stockholder gives no authority or direction. If directors are to be elected by a plurality of the votes properly cast, stockholders shall not be permitted to vote against a nominee. The Corporation shall not directly or indirectly vote any shares of its own stock; provided, however, that the Corporation may vote shares which it holds in a fiduciary capacity to the extent permitted by law.

SECTION 8. Stockholder Lists. The Secretary or an Assistant Secretary (or the Corporation’s transfer agent or other person authorized by these By-laws or by law) shall prepare and make, at least 10 days before every Annual Meeting or special meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for a period of at least ten (10) days prior to the meeting in the manner provided by law. The list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law.

SECTION 9. Presiding Officer. The Chairman of the Board, if one is elected, or if not elected or in his or her absence, the Chief Executive Officer or, if not elected or in the absence of both the Chairman of the Board and the Chief Executive Officer, the President, shall preside at

all Annual Meetings or special meetings of stockholders and shall have the power, among other things, to adjourn such meeting at any time and from time to time, subject to Sections 4 and 5 of this Article I. The order of business and all other matters of procedure at any meeting of the stockholders shall be determined by or under the direction of the presiding officer. The Board of Directors may appoint one or more individuals to serve as the presiding officer in the absence of the Chairman of the Board, the Chief Executive Officer and the President.

SECTION 10. Inspectors of Elections. The Corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the presiding officer shall appoint one or more inspectors to act at the meeting. Any inspector may, but need not, be an officer, employee or agent of the Corporation. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall perform such duties as are required by the DGCL, including the counting of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors. The presiding officer may review all determinations made by the inspectors, and in so doing the presiding officer shall be entitled to exercise his or her sole judgment and discretion and he or she shall not be bound by any determinations made by the inspectors. All determinations by the inspectors and, if applicable, the presiding officer, shall be subject to further review by any court of competent jurisdiction.

ARTICLE II

Directors

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

SECTION 2. Number and Terms. 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 shall hold office in the manner provided in the Certificate.

SECTION 3. Qualification. No director need be a stockholder of the Corporation.

SECTION 4. Vacancies. Vacancies in the Board of Directors shall be filled in the manner provided in the Certificate.

SECTION 5. Removal. Directors may be removed from office in the manner provided in the Certificate.

SECTION 6. Resignation. A director may resign at any time by giving written notice to the Chairman of the Board, if one is elected, the President or the Secretary. A resignation shall be effective upon receipt, unless the resignation otherwise provides.

SECTION 7. Lead Independent Director. If the individual elected as the Chairman of the Board is the Chief Executive Officer, the Independent Director Committee shall appoint from among its members a Lead Independent Director, who at the time of his or her appointment shall have been determined by the Board of Directors to be independent under standards approved by the Board of Directors. The Lead Independent Director shall serve for a term expiring at the regular annual meeting of the Board of Directors following the first Annual Meeting after his or her appointment and until a successor shall have been duly elected and qualified, or until his or her earlier death, resignation, disqualification or removal; provided, that the term of the Lead Independent Director shall expire immediately upon the appointment of a Chairman of the Board who is not the Chief Executive Officer. The Lead Independent Director may be removed by the Independent Director Committee at any time and may resign as Lead Independent Director at any time. The Lead Independent Director serves to coordinate the activities of the independent directors and to perform such other duties and have such other powers as the Board of Directors shall designate from time to time. In the absence of the Chairman of the Board, the Lead Independent Director shall preside at meetings of the Board of Directors. The Lead Independent Director shall preside at meetings of the Independent Director Committee.

SECTION 8. Regular Meetings. The regular annual meeting of the Board of Directors shall be held, without notice other than this Section 8, on the same date and at the same place as the Annual Meeting following the close of such meeting of stockholders. Other regular meetings of the Board of Directors may be held at such hour, date and place as the Board of Directors may by resolution from time to time determine and publicize by means of reasonable notice given to any director who is not present at the meeting at which such resolution is adopted.

SECTION 9. Special Meetings. Special meetings of the Board of Directors may be called, orally or in writing, by or at the request of a majority of the directors, the Chairman of the Board, if one is elected, or the President. The person calling any such special meeting of the Board of Directors may fix the hour, date and place thereof.

SECTION 10. Notice of Meetings. Notice of the hour, date and place of all special meetings of the Board of Directors shall be given to each director by the Secretary or an Assistant Secretary, or in case of the death, absence, incapacity or refusal of such persons, by the Chairman of the Board, if one is elected, or the President or such other officer designated by the Chairman of the Board, if one is elected, or the President. Notice of any special meeting of the Board of Directors shall be given to each director in person, by telephone, or by facsimile, electronic mail or other form of electronic communication, sent to his or her business or home address, at least 24 hours in advance of the meeting, or by written notice mailed to his or her business or home address, at least 48 hours in advance of the meeting. Such notice shall be deemed to be delivered when hand delivered to such address, read to such director by telephone, deposited in the mail so addressed, with postage thereon prepaid if mailed, dispatched or transmitted if faxed, telexed or telecopied, or when delivered to the telegraph company if sent by telegram.

A written waiver of notice signed before or after a meeting by a director and filed with the records of the meeting shall be deemed to be equivalent to notice of the meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting at the beginning of the

meeting to the transaction of any business because such meeting is not lawfully called or convened. Except as otherwise required by law, by the Certificate or by these By-laws, neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

SECTION 11. Quorum. At any meeting of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business, but if less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time, and the meeting may be held as adjourned without further notice, except as provided in Section 10 of this Article II. Any business which might have been transacted at the meeting as originally noticed may be transacted at such adjourned meeting at which a quorum is present. For purposes of this Section 11, the total number of directors includes any unfilled vacancies on the Board of Directors.

SECTION 12. Action at Meeting. At any meeting of the Board of Directors at which a quorum is present, the vote of a majority of the directors present shall constitute action by the Board of Directors, unless otherwise required by law, by the Certificate or by these By-laws.

SECTION 13. Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall be treated as a resolution of the Board of Directors for all purposes.

SECTION 14. Manner of Participation. Directors may participate in meetings of the Board of Directors by means of conference telephone or other communications equipment by means of which all directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting for purposes of these By-laws.

SECTION 15. Committees. The Board of Directors, by vote of a majority of the directors then in office, may elect from its number one or more committees, including, without limitation, an Executive Committee, a Compensation Committee, an Audit Committee, a Nominating and Corporate Governance Committee and an Independent Director Committee, and may delegate thereto some or all of its powers except those which by law, by the Certificate or by these By-laws may not be delegated. Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Board of Directors or in such rules, its business shall be conducted so far as possible in the same manner as is provided by these By-laws for the Board of Directors. All members of such committees shall hold such offices at the pleasure of the Board of Directors. The Board of Directors may abolish any such committee at any time. Any committee to which the Board of Directors delegates any of its powers or duties shall keep records of its meetings and shall report its action to the Board of Directors. The members of the Independent Director Committee shall be the directors whom the Board of Directors shall have determined to be independent under standards approved by the Board of Directors.

SECTION 16. Compensation of Directors. Directors shall receive such compensation for their services as shall be determined by a majority of the Board of Directors, or a designated committee thereof, provided that directors who are serving the Corporation as employees and who receive compensation for their services as such, shall not receive any salary or other compensation for their services as directors of the Corporation.

ARTICLE III

Officers

SECTION 1. Enumeration. The officers of the Corporation shall consist of a President, a Treasurer, a Secretary and such other officers, including, without limitation, a Chairman of the Board of Directors, a Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer and one or more Vice Presidents (including Executive Vice Presidents or Senior Vice Presidents), Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) may determine.

SECTION 2. Election. At the regular annual meeting of the Board of Directors following the Annual Meeting, the Board of Directors shall elect the President, the Treasurer and the Secretary, as well as the following officers, if any: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer. Other officers may be elected by the Board of Directors at such regular annual meeting of the Board of Directors or at any other regular or special meeting, or by the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) from time to time; provided, however, that only the Board of Directors may elect the President, the Treasurer, the Secretary, the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer.

SECTION 3. Qualification. No officer need be a stockholder or a director. Any person may occupy more than one office of the Corporation at any time. Any officer may be required by the Board of Directors to give bond for the faithful performance of his or her duties in such amount and with such sureties as the Board of Directors may determine.

SECTION 4. Tenure. Except as otherwise provided by the Certificate or by these By-laws, each of the officers of the Corporation shall hold office until the regular annual meeting of the Board of Directors following the next Annual Meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal.

SECTION 5. Resignation. Any officer may resign by delivering his or her written resignation to the Corporation addressed to the President or the Secretary, and such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event.

SECTION 6. Removal. Except as otherwise provided by law, the Board of Directors may remove any officer with or without cause by the affirmative vote of a majority of the directors then in office.

SECTION 7. Absence or Disability. In the event of the absence or disability of any officer, the Board of Directors may designate another officer to act temporarily in place of such absent or disabled officer.

SECTION 8. Vacancies. Any vacancy in any office may be filled for the unexpired portion of the term by the Board of Directors.

SECTION 9. President. The President shall, subject to the direction of the Board of Directors and the Chief Executive Officer, if any, have general supervision and control of the Corporation’s business. If there is no Chairman of the Board or if he or she is absent, and if there is no Chief Executive Officer or if he or she is absent, the President shall preside, when present, at all meetings of stockholders. The President shall have such other powers and perform such other duties as the Board of Directors may from time to time designate.

SECTION 10. Chairman of the Board. The Chairman of the Board, if one is elected, shall preside, when present, at all meetings of the stockholders and of the Board of Directors. The Chairman of the Board shall have such other powers and shall perform such other duties as the Board of Directors may from time to time designate.

SECTION 11. Chief Executive Officer. If there is no Chairman of the Board or if he or she is absent, the Chief Executive Officer, if one is elected, shall preside, when present, at all meetings of stockholders. The Chief Executive Officer, if one is elected, shall have such other powers and shall perform such other duties as the Board of Directors may from time to time designate.

SECTION 12. Vice Presidents and Assistant Vice Presidents. Any Vice President (including any Executive Vice President or Senior Vice President) and any Assistant Vice President shall have such powers and shall perform such duties as the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) may from time to time designate.

SECTION 13. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction of the Board of Directors and except as the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) may otherwise provide, have general charge of the financial affairs of the Corporation and shall cause to be kept accurate books of account. The Treasurer shall have custody of all funds, securities, and valuable documents of the Corporation. He or she shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President).

Any Assistant Treasurer shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) may from time to time designate.

SECTION 14. Secretary and Assistant Secretaries. The Secretary shall record all the proceedings of the meetings of the stockholders and the Board of Directors (including committees of the Board) in books kept for that purpose. In his or her absence from any such meeting, a temporary secretary chosen at the meeting shall record the proceedings thereof. The

Secretary shall have charge of the stock ledger (which may, however, be kept by any transfer or other agent of the Corporation). The Secretary shall have custody of the seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix it to any instrument requiring it, and, when so affixed, the seal may be attested by his or her signature or that of an Assistant Secretary. The Secretary shall have such other duties and powers as may be designated from time to time by the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President). In the absence of the Secretary, any Assistant Secretary may perform his or her duties and responsibilities.

Any Assistant Secretary shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President) may from time to time designate.

SECTION 15. Other Powers and Duties. Subject to these By-laws and to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors or the Chief Executive Officer (or, if there is no Chief Executive Officer, the President).

ARTICLE IV

Capital Stock

SECTION 1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the capital stock of the Corporation in such form as may from time to time be prescribed by the Board of Directors. Such certificate shall be signed by the Chairman of the Board of Directors, the President or a Vice President and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary. The Corporation seal and the signatures by the Corporation’s officers, the transfer agent or the registrar may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the time of its issue. Every certificate for shares of stock which are subject to any restriction on transfer and every certificate issued when the Corporation is authorized to issue more than one class or series of stock shall contain such legend with respect thereto as is required by law.

SECTION 2. Transfers. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock may be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate theretofore properly endorsed or accompanied by a written assignment or power of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

SECTION 3. Record Holders. Except as may otherwise be required by law, by the Certificate or by these By-laws, the Corporation shall be entitled to treat the record holder of

stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other disposition of such stock, until the shares have been transferred on the books of the Corporation in accordance with the requirements of these By-laws.

SECTION 4. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date: (a) in the case of determination of stockholders entitled to vote at any meeting of stockholders, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting and (b) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held and (ii) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

SECTION 5. Replacement of Certificates. In case of the alleged loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms as the Board of Directors may prescribe.

ARTICLE V

Indemnification

SECTION 1. Definitions. For purposes of this Article:

(a) “Corporate Status” describes the status of a person who is serving or has served (i) as a Director of the Corporation, (ii) as an Officer of the Corporation, or (iii) as a director, partner, trustee, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation. For purposes of this Section 1(a), an Officer or Director of the Corporation who is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary shall be deemed to be serving at the request of the Corporation. Notwithstanding the foregoing, “Corporate Status” shall not include the status of a person who is serving or has served as a director, officer, employee or agent of a constituent corporation absorbed in a merger or consolidation transaction with the Corporation with respect to such person’s activities prior to said transaction, unless specifically authorized by the Board of Directors or the stockholders of the Corporation;

(b) “Director” means any person who serves or has served the Corporation as a director on the Board of Directors of the Corporation;

(c) “Disinterested Director” means, with respect to each Proceeding in respect of which indemnification is sought hereunder, a Director of the Corporation who is not and was not a party to such Proceeding;

(d) “Expenses” means all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), travel expenses, duplicating costs, printing and binding costs, costs of preparation of demonstrative evidence and other courtroom presentation aids and devices, costs incurred in connection with document review, organization, imaging and computerization, telephone charges, postage, delivery service fees, and all other disbursements, costs or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling or otherwise participating in, a Proceeding;

(e) “Non-Officer Employee” means any person who serves or has served as an employee or agent of the Corporation, but who is not or was not a Director or Officer;

(f) “Officer” means any person who serves or has served the Corporation as an officer appointed by the Board of Directors of the Corporation;

(g) “Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, inquiry, investigation, administrative hearing or other proceeding, whether civil, criminal, administrative, arbitrative or investigative; and

(h) “Subsidiary” shall mean any corporation, partnership, limited liability company, joint venture, trust or other entity of which the Corporation owns (either directly or through or together with another Subsidiary of the Corporation) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation, partnership, limited liability company, joint venture or other entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other entity.

SECTION 2. Indemnification of Directors and Officers. Subject to the operation of Section 4 of this Article V of these By-laws, each Director and Officer shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment) against any and all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Director or Officer or on such Director’s or Officer’s behalf in connection with any threatened, pending or completed Proceeding or any claim, issue or matter therein, which such Director or Officer is, or is threatened to be made, a party to or participant in by reason of such Director’s or Officer’s Corporate Status, if such Director or Officer acted in good faith and in a manner such Director or Officer reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 2 shall continue as to a Director or Officer after he or she has ceased to be a Director or

Officer and shall inure to the benefit of his or her heirs, executors, administrators and personal representatives. Notwithstanding the foregoing, the Corporation shall indemnify any Director or Officer seeking indemnification in connection with a Proceeding initiated by such Director or Officer only if such Proceeding was authorized by the Board of Directors of the Corporation, unless such Proceeding was brought to enforce an Officer or Director’s rights to indemnification or, in the case of Directors, advancement of Expenses under these By-laws in accordance with the provisions set forth herein.

SECTION 3. Indemnification of Non-Officer Employees. Subject to the operation of Section 4 of this Article V of these By-laws, each Non-Officer Employee may, in the discretion of the Board of Directors of the Corporation, be indemnified by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, against any or all Expenses, judgments, penalties, fines and amounts reasonably paid in settlement that are incurred by such Non-Officer Employee or on such Non-Officer Employee’s behalf in connection with any threatened, pending or completed Proceeding, or any claim, issue or matter therein, which such Non-Officer Employee is, or is threatened to be made, a party to or participant in by reason of such Non-Officer Employee’s Corporate Status, if such Non-Officer Employee acted in good faith and in a manner such Non-Officer Employee reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The rights of indemnification provided by this Section 3 shall exist as to a Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and shall inure to the benefit of his or her heirs, personal representatives, executors and administrators. Notwithstanding the foregoing, the Corporation may indemnify any Non-Officer Employee seeking indemnification in connection with a Proceeding initiated by such Non-Officer Employee only if such Proceeding was authorized by the Board of Directors of the Corporation.

SECTION 4. Good Faith. Unless ordered by a court, no indemnification shall be provided pursuant to this Article V to a Director, to an Officer or to a Non-Officer Employee unless a determination shall have been made that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal Proceeding, such person had no reasonable cause to believe his or her conduct was unlawful. Such determination shall be made by (a) a majority vote of the Disinterested Directors, even though less than a quorum of the Board of Directors, (b) a committee comprised of Disinterested Directors, such committee having been designated by a majority vote of the Disinterested Directors (even though less than a quorum), (c) if there are no such Disinterested Directors, or if a majority of Disinterested Directors so directs, by independent legal counsel in a written opinion, or (d) by the stockholders of the Corporation.

SECTION 5. Advancement of Expenses to Directors Prior to Final Disposition.

(a) The Corporation shall advance all Expenses incurred by or on behalf of any Director in connection with any Proceeding in which such Director is involved by reason of such Director’s Corporate Status within ten (10) days after the receipt by the Corporation of a written statement from such Director requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Director and shall be preceded or

accompanied by an undertaking by or on behalf of such Director to repay any Expenses so advanced if it shall ultimately be determined that such Director is not entitled to be indemnified against such Expenses. Notwithstanding the foregoing, the Corporation shall advance all Expenses incurred by or on behalf of any Director seeking advancement of expenses hereunder in connection with a Proceeding initiated by such Director only if such Proceeding was (i) authorized by the Board of Directors of the Corporation, or (ii) brought to enforce Director’s rights to indemnification or advancement of Expenses under these By-laws.

(b) If a claim for advancement of Expenses hereunder by a Director is not paid in full by the Corporation within 10 days after receipt by the Corporation of documentation of Expenses and the required undertaking, such Director may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and if successful in whole or in part, such Director shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such advancement of Expenses under this Article V shall not be a defense to the action and shall not create a presumption that such advancement is not permissible. The burden of proving that a Director is not entitled to an advancement of expenses shall be on the Corporation.

(c) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Director has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 6. Advancement of Expenses to Officers and Non-Officer Employees Prior to Final Disposition.

(a) The Corporation may, at the discretion of the Board of Directors of the Corporation, advance any or all Expenses incurred by or on behalf of any Officer and Non-Officer Employee in connection with any Proceeding in which such is involved by reason of the Corporate Status of such Officer or Non-Officer Employee upon the receipt by the Corporation of a statement or statements from such Officer or Non-Officer Employee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by such Officer and Non-Officer Employee and shall be preceded or accompanied by an undertaking by or on behalf of such to repay any Expenses so advanced if it shall ultimately be determined that such Officer or Non-Officer Employee is not entitled to be indemnified against such Expenses.

(b) In any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Officer or Non-Officer Employee has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 7. Contractual Nature of Rights.

(a) The foregoing provisions of this Article V shall be deemed to be a contract between the Corporation and each Director and Officer entitled to the benefits hereof at any time while this Article V is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any Proceeding theretofore or thereafter brought based in whole or in part upon any such state of facts.

(b) If a claim for indemnification hereunder by a Director or Officer is not paid in full by the Corporation within 60 days after receipt by the Corporation of a written claim for indemnification, such Director or Officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, and if successful in whole or in part, such Director or Officer shall also be entitled to be paid the expenses of prosecuting such claim. The failure of the Corporation (including its Board of Directors or any committee thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of such indemnification under this Article V shall not be a defense to the action and shall not create a presumption that such indemnification is not permissible. The burden of proving that a Director or Officer is not entitled to indemnification shall be on the Corporation.

(c) In any suit brought by a Director or Officer to enforce a right to indemnification hereunder, it shall be a defense that such Director or Officer has not met any applicable standard for indemnification set forth in the DGCL.

SECTION 8. Non-Exclusivity of Rights. The rights to indemnification and advancement of Expenses set forth in this Article V shall not be exclusive of any other right which any Director, Officer, or Non-Officer Employee may have or hereafter acquire under any statute, provision of the Certificate or these By-laws, agreement, vote of stockholders or Disinterested Directors or otherwise.

SECTION 9. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer or Non-Officer Employee against any liability of any character asserted against or incurred by the Corporation or any such Director, Officer or Non-Officer Employee, or arising out of any such person’s Corporate Status, whether or not the Corporation would have the power to indemnify such person against such liability under the DGCL or the provisions of this Article V.

SECTION 10. Other Indemnification. The Corporation’s obligation, if any, to indemnify any person under this Article V as a result of such person serving, at the request of the Corporation, as a director, partner, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, employee benefit plan or enterprise.

ARTICLE VI

Miscellaneous Provisions

SECTION 1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

SECTION 2. Seal. The Board of Directors shall have the power to adopt and alter the seal of the Corporation.

SECTION 3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes and other obligations to be entered into by the Corporation in the ordinary course of its business without director action may be executed on behalf of the Corporation by the Chairman of the Board, if one is elected, the President or the Treasurer or any other officer, employee or agent of the Corporation as the Board of Directors or Executive Committee may authorize.

SECTION 4. Voting of Securities. Unless the Board of Directors otherwise provides, the Chairman of the Board, if one is elected, the President or the Treasurer may waive notice of and act on behalf of this Corporation, or appoint another person or persons to act as proxy or attorney in fact for this Corporation with or without discretionary power and/or power of substitution, at any meeting of stockholders or shareholders of any other corporation or organization, any of whose securities are held by this Corporation.

SECTION 5. Resident Agent. The Board of Directors may appoint a resident agent upon whom legal process may be served in any action or proceeding against the Corporation.

SECTION 6. Corporate Records. The original or attested copies of the Certificate, By-laws and records of all meetings of the incorporators, stockholders and the Board of Directors and the stock transfer books, which shall contain the names of all stockholders, their record addresses and the amount of stock held by each, may be kept outside the State of Delaware and shall be kept at the principal office of the Corporation, at the office of its counsel or at an office of its transfer agent or at such other place or places as may be designated from time to time by the Board of Directors.

SECTION 7. Certificate. All references in these By-laws to the Certificate shall be deemed to refer to the Amended and Restated Certificate of Incorporation of the Corporation, as amended and in effect from time to time.

SECTION 8. Amendment of By-laws.

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

(b) Amendment by Stockholders. These By-laws may be amended or repealed at any Annual Meeting, or special meeting of stockholders called for such purpose, 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. Notwithstanding the foregoing, stockholder approval shall not be required unless mandated by the Certificate, these By-laws, or other applicable law.

SECTION 9. Notices. If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

SECTION 10. Waivers. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver.

ARTICLE VII

Forum for Adjudication of Disputes

Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action or proceeding asserting a claim arising pursuant to, or seeking to enforce any right, obligation, or remedy under, any provision of the DGCL, the Certificate or these By-Laws (as each may be amended from time to time), or (iv) any action or proceeding asserting a claim governed by the internal affairs doctrine, in each case, shall be the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware).

Adopted as of January 30, 2016.

EXHIBIT 10.1

LOGO

December 23, 2015

Jonathan Wygant

9975 Anderson Ranch Road

Descanso CA 91916

Dear Jonathan:

Congratulations and Welcome to Alere!

We are pleased to offer you the position of Chief Accounting Office/Controller on behalf of Alere (the Company). We are excited that you have chosen to join forces with us as we build the OneAlere culture. We are confident in your potential to do great things here and look forward to a beneficial and productive relationship.

Your employment will begin on January 4, 2016 and in your new role, you will report to Jim Hinrichs, Alere’s Chief Financial Officer.

This offer is contingent upon the completion of a background and reference check, and the favorable results thereof.

Your position will be a Full-time position, with an annual salary of $300,000.00, less applicable tax and other withholdings, in accordance with Alere’s normal payroll procedures. You will receive $11, 538.46, payable on a bi-weekly basis.

In addition to the above, you will receive the standard benefits package available to all Company employees. These benefits are subject to periodic review and revision by the Company in its discretion. These benefits will become effective the first pay period following thirty (30) days of employment. We will provide you separately with a package outlining the standard employee benefits during your onboarding process.

•

23 days of earned vacation time per year, accruing at 7.08 hours per pay period and prorated for partial years.

You will be eligible to participate in Alere’s 2016 Incentive Plan, which is the Company’s annual incentive program. Your target award opportunity under the plan will be between 35% to 45% of your base salary. In addition, Alere will promptly recommend to the Board of Directors of the Company that you be granted 10,000 Restricted Stock Units (RSU’s), subject to the Board’s approval, the date of the grant will be the next grant date under our Stock Option Granting Policy following the later of the first day of your employment or the date that the Board approves your grant. The RSUs vest over 3 years.

We will also recommend to the Board of Directors that you be covered under the Alere Change of Control Severance agreement. We fully anticipate this approval within one month of your start date.

You will also participate in the Company’s Annual Long Term Incentive (LTI) program beginning in 2017, and annually be targeted to receive a grant commensurate with your position. Subsequent annual grants may be granted using a combination of stock options, RSUs and/or performance shares and vesting will be as described in the LTI plan document.

For the purposes of federal immigration laws, you will be required to provide the Company with documented evidence of your identity and eligibility for employment in the United States. Such documentation must be provided within three (3) business days of the date of your employment; otherwise, your employment with the Company will be terminated.

You may receive copies of Company Policies and procedures and agree to abide by the same. These policies and procedures may change at any time and should not be construed as a contract of employment. As a condition of employment, you will be required to sign and comply with a Restrictive Covenant Agreement.

You will be employed by the Company on an at-will basis. This means that your employment is for no specific period of time, and either you or the Company may terminate your employment at any time, with or without notice and with or without cause. If terminated without cause, applicable severance guidelines would apply.

This offer will remain valid until December 29, 2015. By signing this letter, you represent and warrant to Alere that you are under no contractual commitments inconsistent with your obligations to Alere. If the provisions of this offer are agreeable to you, please sign this letter to indicate your acceptance.

Jonathan, we look forward to you joining the Alere team and believe the relationship will be mutually rewarding. Please feel free to contact me if you have any questions or comments.

Sincerely,

Jim Hinrichs

Chief Financial Officer

ACCEPTANCE

I have read and understand the foregoing which constitutes the entire and exclusive agreement between the Company and the undersigned and supersedes all prior or contemporaneous proposals, promises, understandings, representations, conditions, oral or written, relating to the subject matter of this agreement I understand and agree that my employment is at-will and is subject to the terms and conditions contained herein.

/s/ Jonathan Wygant

Jonathan Wygant

12/29/2015

Date

CC: Brian Mann

Exhibit 10.2

CHANGE OF CONTROL SEVERANCE AGREEMENT

This CHANGE OF CONTROL SEVERANCE AGREEMENT (the “Agreement” or “Severance Agreement”), dated as of the date set forth below (“Effective Date”) between Jonathan Wygant (“Employee”) and Alere Inc. (the “Company”), provides:

WHEREAS, in order to accomplish its objectives, the Company believes it is essential that certain of its executives, such as Employee, be encouraged to remain with the Company in the event of a change in corporate structure which results in a Change of Control (as defined below); and

WHEREAS, Employee wishes to have the protection provided for in this Agreement; and

WHEREAS, in exchange for such protection, Employee is willing to give to the Company a release of all liability in the form attached hereto.

NOW, THEREFORE, the parties hereto agree as follows:

1. Definitions.

“Board of Directors” means the Board of Directors of the Company.

“Cause” means one or more of any of the following:

(i)

Employee’s conviction of, or plea of guilty or nolo contendere to, any felony or a crime involving fraud, embezzlement or conversion of property;

(ii)

A finding by a majority of the Board of Directors of Employee’s fraud, embezzlement or conversion of the Company’s property;

(iii)

Employee’s conviction of, or plea of guilty or nolo contendere to, a crime involving the acquisition, use or expenditure of federal, state or local government funds relating to the business and affairs of the Company;

(iv)

An administrative or judicial determination that Employee committed fraud or any other violation of law involving federal, state or local government funds relating to the business and affairs of the Company;

(v)

A finding by two-thirds of the Board of Directors of Employee’s knowing breach of any of Employee’s fiduciary duties to any company in the Company Group (as defined below) or the Company’s stockholders or making of an intentional misrepresentation or omission which breach, misrepresentation or omission would reasonably be expected to have a material adverse effect on the business, properties, assets, operations, condition (financial or other) or prospects of any company in the Company Group;

(vi)

Employee’s material and knowing failure to observe or comply with law applicable to the business of the Company as an officer or employee of the Company which would reasonably be expected to have a material adverse effect on the business relationships, the business, properties, assets, operations, condition (financial or other), or prospects of any company in the Company Group as determined by a majority of the Board of Directors or;

(vii)

Employee’s willful gross misconduct relating to the business of the Company that results in significant harm to the Company or its operation, properties, reputation, goodwill or business relationships as determined by a majority of the Board of Directors.

Any determination made by the Board of Directors concerning the existence of Cause must be made in good faith and not for purposes of evading the Company’s obligations hereunder; and a finding of Cause may not be made unless, prior to determining that Cause exists, the Employee shall be given written notice stating in reasonable detail the facts and circumstances deemed by the Company to constitute Cause, and thirty (30) days from receipt of such notice Employee has failed to cure the facts and circumstances set forth in such notice after having an opportunity to consult with Company’s external counsel.

c. “Change of Control” means: (i) any sale, lease, exchange, or other transfer (in one transaction or series of related transactions) of all or substantially all of the Company’s assets to any person or group of related persons under Section 13(d) of the Securities and Exchange Act of 1934 (“Group”); (ii) the Company’s shareholders approve and complete any plan or proposal for the liquidation or dissolution of the Company; (iii) any person or Group becomes the beneficial owner, directly or indirectly, of shares representing more than 50% of the aggregate voting power of the issued and outstanding stock entitled to vote in the election of directors of the Company (“Voting Stock”) and such person or Group has the power and authority to vote such shares; (iv) any person or Group acquires sufficient shares of Voting Stock to elect a majority of the members of the Board; (v) the completion of a merger or consolidation of the Company with another entity in which holders of the Company stock immediately before the completion of the transaction hold, directly or indirectly, immediately after the transaction, 50% or less of the common equity interest in the surviving corporation in the transaction; or (vi) a change of the majority of the Board of Directors as a result of a proxy contest, unless the election or nomination of the new directors has been approved by a majority vote of the Board of Directors in office at the time of the proxy contest. Notwithstanding the foregoing, the fact that a transaction or event is defined as a Change of Control for purposes of this Agreement shall not evidence or infer that the transaction or event constitutes a change of control for purposes of, including but not limited to, any determination or definition of any regulatory or licensing agency, or for determining the duties of the Company’s Board of Directors under Delaware corporate law.

d. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

e. “Company Group” shall mean the Company and all direct and indirect wholly owned subsidiaries of the Company.

f. “Good Reason,” when used with reference to a voluntary termination by Employee of Employee’s employment with the Company, shall mean any of the following conditions, provided that (a) Employee provides the Company with actual notice of the condition giving rise to the termination within ninety (90) days of the initial existence of the condition, (b) Employee provides the Company with the opportunity to cure within thirty (30) days of the notice, (c) such condition is not cured by the Company; and (d) Employee terminates employment within six (6) months of the initial existence of the condition:

(i)

a material diminution in:

(A)

Employee’s base compensation;

(B)

Employee’s authority, duties or responsibilities; provided that, a material diminution of Employee’s authority, duties or responsibilities shall deemed to have occurred if Employee ceases to have such authorities, duties or responsibilities with respect to the entity which is the ultimate parent entity of the Company Group following the Change of Control.

(ii)

A material change in the geographic location at which the Employee must perform the services requiring that Employee commute an additional fifty (50) miles;

(iii)

Any other action or inaction that constitutes a material breach by the Company of this Agreement and such breach is not cured as set forth in this Section 1(f) above.

g. “Regulations” means any laws, ordinances, regulations or rules of any governmental, regulatory or administrative body, agent or authority, any court or judicial authority, or any public, private or industry regulatory authority.

h. “Specified Employee” means any Company employee that the Company determines is a Specified Employee within the meaning of Section 409A of the Code.

i. “Term” means the period commencing on the Effective Date and terminating twelve (12) months and one (1) day following a Change of Control of the Company.

j. “Termination Date” shall mean the last day of Employee’s employment with the Company.

2. Termination of Employment for Cause or Without Good Reason. If termination is for Cause or is voluntary without Good Reason, the Company shall pay to Employee on the Termination Date (i) the full base salary earned by Employee through the Termination Date and unpaid at the Termination Date, including any accrued but unused vacation, and (ii) all other amounts earned by Employee and unpaid as of the Termination Date.

3. Termination of Employment Without Cause or for Good Reason. The Company may terminate Employee’s employment without Cause at any time without notice. Subject to the provisions of Section 4 below, upon termination of Employee’s employment within twelve (12) months after a Change of Control which occurs during the Term and is without Cause or is voluntary by Employee for Good Reason, Employee shall receive the following payments and benefits:

a. The Company shall pay to Employee during the eighteen (18) month period following the Termination Date an amount equal to eighteen (18) months’ of Employee’s base annual salary at the highest rate in effect at any time during the twelve (12) months immediately preceding the Termination Date. Employee will be paid in equal biweekly installments in accordance with Company’s regular payroll periods and practices. The first payment to which Employee is entitled will be paid to Employee within a period that shall extend no more than ninety (90) days from the Termination Date so long as the Release described in Attachment A has been executed and become irrevocable. To the extent that such ninety-day period spans two taxable years of the Employee, upon satisfaction of the Release requirement, payments shall not begin until the second of such taxable years. At all times, the right to each biweekly payment made under this section 3(a) shall be treated as the right to a series of separate payments within the meaning of 26 CFR §1.409A-2(b) (2) (iii).

b. In the event that Employee becomes entitled to severance payments under Section 3.a. above, subject to (i) Employee having timely elected continuation coverage under the federal law known as “COBRA”, (ii) Employee’s timely payment of the full monthly COBRA premium for each month during the period described below and (iii) such continuation coverage not having terminated, for a period of up to eighteen (18) months beginning on the first day of the month after the month in which Employee’s employment terminates or, if earlier, until such time as Employee’s COBRA coverage terminates, the Company shall pay to Employee in each such month, within ten (10) days of the first day of such month, an amount equal to the full monthly COBRA premium for such month minus the active employee monthly cost of such coverage.

c. In the event that Employee become entitled to severance payments under Section 3.a. above, then all outstanding unvested equity-based compensation awards granted to Employee under any Company equity plan prior to the Termination Date shall become exercisable and vested in full, and all restrictions thereon shall lapse, notwithstanding any vesting schedule or other provisions to the contrary in the agreements evidencing such awards, and the Company and Employee hereby agree that any agreements covering such awards are hereby, and will be deemed to be, amended to give effect to this provision. In addition to the foregoing, any cash component of any awards granted to Employee under any Company executive incentive plan prior to the Termination Date shall become fully vested and, to the extent not already paid to Employee, shall be accelerated and payment shall become due and owing to Employee.

d. The Company will provide Employee with outplacement support services through Waldron & Company in the amount of three (3) months of High Impact Career Transition, providing Employee initiates the service within ninety (90) days of the Termination Date.

e. In the event that Employee become entitled to severance payments under Section 3.a. above, then Employee shall be released from, and no longer subject to, any non-competition provision contained in any previously signed agreement, and in particular, the provision contained in the Company’s standard form of Nondisclosure, Noncompetition and Developments Agreement.

f. Notwithstanding anything to the contrary contained in this Agreement, if (i) Employee is a “specified employee” within the meaning of Treas. Reg. §1.409A-1(i), and (ii) any amounts or benefits to be paid to Employee upon termination of employment without Cause or for Good Reason, as defined in this Agreement, do not qualify for exemption from Section 409A or the delay in payment rule under the short-term deferral exception to deferred compensation of Treas. Reg. §1.409A-1(b)(4), the separation pay plan exception to deferred compensation of Treas. Reg. §1.409A-1(b)(9), or otherwise, then payments of such amounts that are not exempt from Section 409A of the Code shall be made in accordance with the terms of this Agreement, but in no event earlier than the first to occur of (1) the day after the six-month anniversary of Employee’s termination of employment, or (2) Employee’s death. Any payments delayed pursuant to the prior sentence shall be made in a lump sum, on the first business day after the six-month anniversary of Employee’s termination of employment.

g. Notwithstanding any other provision of this Agreement to the contrary, neither the time nor the schedule of any payment under this Agreement may be accelerated or subject to a further deferral except as provided in 26 C.F.R. § 1.409A-3 (j) (4).

h. Employee does not have any right to make any election regarding the time or form of any payment due under this Agreement.

i. If the Company fails to make any payment under this Agreement, either intentionally or unintentionally, within the time period specified in this Agreement, but the payment is made within the same calendar year, such payment will be treated as made within the time period specified in the Agreement pursuant to 26 C.F.R. § 1.409A-3(d). In addition, if a payment is not made due to a dispute with respect to such payment, the payment may be delayed in accordance with 26 C.F.R. § 1.409A-3(g).

j. For purposes of this Agreement, the determination of whether Employee has terminated employment will be made in accordance with 26 C.F.R. § 1.409A-1(h)(1).

k. This Agreement shall be administered in compliance with Section 409A of the Code and each provision of the Agreement shall be interpreted, to the extent possible, to comply with Section 409A.

Limitation on Payments and Benefits.

(i)

Tax Liability. Employee shall bear all expense of, and be solely responsible for, all federal, state, local or non-U.S. taxes due with respect to any payment received under this Agreement, including, without limitation, any excise tax imposed by Code Section 4999.

(ii)

Modified Cutback Rule. Notwithstanding anything to the contrary in this Agreement, if any payment or benefit to be paid under this Agreement (“Contract Payments”), together with any other payment or benefit that Employee has the right, in connection with a Change in Control or the termination of Employee’s employment, to receive from the Company or from any entity that is a member of an “affiliated group” (as defined under Code Section 1504(a) without regard to Code Section 1504(b)) of which Alere is a member, including, without limitation, any restricted stock, stock option or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (collectively with the Contract Payments, the “Total Payments”), constitutes an “excess parachute payment” (as defined under Code Section 280G(b)), the Total Payments will be reduced to the minimum extent necessary to prevent any portion of the Total Payments from becoming nondeductible by the Company under Code Section 280G or subject to the excise tax imposed under Code Section 4999, but only if, by reason of such reduction, the net after-tax benefit received by Employee would exceed the net after-tax benefit that Employee would receive if no such reduction was made. For this purpose, “net after-tax benefit” means (i) the value of the Total Payments which Employee receives or are then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Code Section 280G (the “Excess Parachute Payments”), less (ii) the sum of (A) the amount of all U.S. federal, state and local income taxes payable with respect to the Excess Parachute Payments, calculated at the maximum marginal income tax rate for each year in which the Excess Parachute Payments shall be paid to Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of an Excess Parachute Payment), and (B) the amount of excise taxes imposed with respect to the Excess Parachute Payments above by Code Section 4999 (or any successor provision thereto), any similar tax imposed by state or local law and any interest or penalties with respect to such excise tax(es).

(iii)

Determination Process. The determination of whether it is necessary to decrease the Total Payments pursuant to Section 3.l.(ii) hereof shall be made in good faith by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company. This determination, together with supporting calculations and documentation, will be provided to the Company and Employee within forty-five (45) days after Employee’s final date of employment and will be conclusive and binding

upon Employee and the Company, absent manifest error. Notwithstanding the foregoing, the determinations of the Accounting Firm shall be based upon methodologies and assumptions agreed between the Company and the Accounting Firm prior to the Change in Control and shall not be modified thereafter, absent a change in law or manifest error. The Company shall bear all fees of the Accounting Firm. If a reduction in the Total Payments is necessary, reduction shall occur in the following order: (i) first, by reducing or eliminating the portion of the Total Payments which are not payable in cash and are not attributable to equity awards (other than that portion of the Total Payments subject to clause (iii) hereof), (ii) second, by reducing or eliminating cash payments (other than that portion of the Total Payments subject to clause (iii) hereof), (iii) third, by reducing or eliminating the portion of the Payments which are not payable in cash and are attributable to equity awards and (iv) fourth, by reducing or eliminating the portion of the Payments (whether or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse chronological order (i.e., beginning with payments or benefits which are to be paid furthest in the future).

(iv)

Adjustments. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to Employee or for Employee’s benefit pursuant to this Agreement that should not have been so paid or distributed (“Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to Employee or for Employee’s benefit pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of any reduced Total Payments hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Employee that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, Employee shall pay any such Overpayment to the Company together with interest; provided, however, that no amount shall be payable by Employee to the Company if and to the extent such payment would not either reduce the amount on which Employee is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment is determined) by the Company to Employee or for Employee’s benefit together with interest. Any interest payable hereunder will be based on the “prime rate” as published in The Wall Street Journal, such rate calculated as of the day that payment of Overpayment or Underpayment is made hereunder.

4. Release. In order to receive payments and benefits described in Section 3 after the Termination Date, Employee must execute a Release in the form attached as Exhibit A and that Release must become effective. If the Release has not been executed and become irrevocable prior to the end of the 90-day period described in Section 3.a above, then Employee will forfeit any right to the payments and benefits described in Section 3.

5. Indemnification. The Company hereby agrees to hold harmless and indemnify Employee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

Proceedings Other Than Proceedings by or in the Right of the Company. Employee shall be entitled to the rights of indemnification provided in this Section 5.a. if, by reason of Employee’s Corporate Status (as hereinafter defined), the Employee is, or is threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this Section 5.a., Employee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Employee, or on Employee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Employee acted in good faith and in a manner the Employee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Employee’s conduct was unlawful.

Proceedings by or in the Right of the Company. Employee shall be entitled to the rights of indemnification provided in this Section 5.b. if, by reason of Employee’s Corporate Status, the Employee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 5.b., Employee shall be indemnified against all Expenses actually and reasonably incurred by the Employee, or on the Employee’s behalf, in connection with such Proceeding if the Employee acted in good faith and in a manner the Employee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Employee shall have been adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.

Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Employee is, by reason of Employee’s Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, she shall be indemnified to the maximum extent permitted by law, as

such may be amended from time to time, against all Expenses actually and reasonably incurred by Employee or on Employee’s behalf in connection therewith. If Employee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Employee against all Expenses actually and reasonably incurred by Employee or on Employee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

All agreements and obligations of the Company contained in this Section 5 shall continue during the period Employee is an employee of the Company and shall continue thereafter so long as Employee shall be subject to any Proceeding by reason of Employee’s Corporate Status, whether or not she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement. The indemnification provided by this Section 5 is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Employee thereunder.

“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is or was serving at the express written request of the Company.

“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Employee or the amount of judgments or fines against Employee.

“Proceeding” includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or

completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Employee was, is or will be involved as a party or otherwise, by reason of Employee’s Corporate Status, by reason of any action taken by Employee or of any inaction on Employee’s part while acting in Employee’s Corporate Status; in each case whether or not Employee is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement.

6. No Obligation to Mitigate Damages; No Effect on Other Contractual Rights.

a. All compensation and benefits provided to the Employee under this Agreement are in consideration of the Employee’s services rendered to the Company and of the Employee’s adhering to the terms of this Agreement and the Employee shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by the Employee as the result of employment by another employer after the Termination Date, or otherwise.

b. The provisions of this Agreement, and any payment provided for hereunder, shall not reduce any amounts otherwise payable, or in any way diminish the Employee’s existing rights, or rights which would accrue solely as a result of the passage of time, under any benefit plan, incentive plan, employment agreement or other contract, plan or agreement.

7. Successors; Binding Agreement.

a. The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, upon or prior to such succession, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. A copy of such assumption and agreement shall be delivered to Employee promptly after its execution by the successor. Failure of the Company to obtain such agreement, upon or prior to the effectiveness of any such succession, shall be a breach of this Agreement and shall entitle Employee to benefits from the Company in the same amounts and on the same terms as Employee would be entitled hereunder if Employee terminated Employee’s employment for Good Reason. For purposes of the preceding sentence, the date on which any such succession becomes effective shall be deemed the Termination Date. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 7.a or which otherwise becomes bound by the terms and provisions of this Agreement by operation of law.

b. This Agreement is personal to Employee and Employee may not assign or delegate any part of Employee’s rights or duties hereunder to any other person, except that this Agreement shall inure to the benefit of and be enforceable by Employee’s legal representatives, executors, administrators, heirs and beneficiaries.

8. Severability. If any provision of this Agreement, or the application thereof, to any person or circumstance shall, to any extent, be held to be invalid or unenforceable, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

9. Headings. The headings in this Agreement are inserted for convenience of reference only and shall not in any way affect the meaning or interpretation of this Agreement.

10. Counterparts. This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

11. Waiver. Neither any course of dealing nor any failure or neglect of either party hereto, in any instance, to exercise any right, power or privilege hereunder or under law shall constitute a waiver of such right, power or privilege or of any other right, power or privilege or of the same right, power or privilege in any other instance. Without limiting the generality of the foregoing, Employee’s continued employment without objection shall not constitute Employee’s consent to, or a waiver of Employee’s rights with respect to, any circumstances constituting Good Reason, provided that Employee gives notice as required in Section 1.f. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged therewith.

12. Entire Agreement. This instrument constitutes the entire agreement of the parties in this matter and shall supersede any other agreement between the parties, oral or written, concerning the same subject matter.

13. Amendment. This Agreement may be amended only by a writing which makes express reference to this Agreement as the subject of such amendment and which is signed by Employee and the Company.

14. Governing Law. In light of Company’s and Employee’s substantial contacts with the Commonwealth of Massachusetts, the fact that the Company is headquartered in Massachusetts, the parties’ interests in ensuring that disputes regarding the interpretation, validity and enforceability of this Agreement are resolved on a uniform basis, and Company’s execution of, and the making of, this Agreement in Massachusetts, the parties agree that: (i) any legal proceeding involving any noncompliance with or breach of the Agreement, or regarding the interpretation, validity and/or enforceability of the Agreement, shall be filed and conducted exclusively in the state of Massachusetts; and (ii) the Agreement shall be interpreted in accordance with and governed by the laws of the Commonwealth of Massachusetts, without regard for any conflict/choice of law principles.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Employee and the Company have executed this Agreement as of the 12 day of January, 2016.

ALERE INC.

By: /s/ James F. Hinrichs

Print Name: James F. Hinrichs

Title: CFO

EMPLOYEE

/s/ Jonathan Wygant

Jonathan Wygant

Exhibit A

RELEASE

This RELEASE (the “Release”) dated , is by and between (“Employee”) and Alere Inc., a Delaware corporation (“Company”);

WHEREAS, the Company and Employee are parties to a Change of Control Severance Agreement dated January , 2016 (the “Severance Agreement”), which provides certain protection to Employee in the event of management transition and thereafter and in the event there is any change in corporate structure which results in a Change of Control of the Company; and,

WHEREAS, the execution of this Release is a condition precedent to, and material inducement to, the Company’s provision of certain payments and benefits under the Severance Agreement;

NOW, THEREFORE, the parties hereto agree as follows:

1. Mutual Promises. The Company undertakes the obligations contained in the Severance Agreement, which are in addition to any compensation to which Employee might otherwise be entitled, in exchange for Employee’s promises and obligations contained herein. The Company’s obligations are undertaken in lieu of any other severance benefits.

2. Release of Claims; Agreement Not to File Suit.

a. Employee, for and on behalf of Employee and Employee’s heirs, beneficiaries, executors, administrators, successors, assigns and anyone claiming through or under any of the foregoing, agrees to, and does, release and forever discharge the Company and its subsidiaries and affiliates, each of their shareholders, directors, officers, employees, agents and representatives, and its successors and assigns (collectively, the “Company Released Persons”), from any and all matters, claims, demands, damages, causes of action, debts, liabilities, controversies, judgments and suits of every kind and nature whatsoever, foreseen or unforeseen, known or unknown, which have arisen or could arise from matters which occurred prior to the date of this Release, which matters include without limitation: (i) the matters covered by the Severance Agreement and this Release, (ii) Employee’s employment, and/or termination from employment with the Company, and (iii) any claims which might otherwise arise in the future as a result of arrangements or agreements in effect as of the date of this Release or the continuance of such arrangements and agreements.

b. Employee, for and on behalf of Employee and Employee’s heirs, beneficiaries, executors, administrators, successors, assigns, and anyone claiming through or under any of the foregoing, agrees that Employee will not file or otherwise submit any claim, complaint, arbitration demand, or action to any court, organization, or judicial forum (nor will Employee permit any person, group of persons, or organization to take such action on Employee’s behalf) against any Company Released Person arising out of any actions or non-actions on the part of any Company Released Person arising before the date of this Release or any action taken after the date of this Release pursuant to the

Severance Agreement. Employee further agrees that in the event that any person or entity should bring such a charge, claim, complaint, or action on Employee’s behalf, Employee hereby waives and forfeits any right to recovery under said claim and will exercise every good faith effort to have such claim dismissed.

c. The charges, claims, complaints, matters, demands, damages, and causes of action referenced in Sections 2.a and 2.b include, but are not limited to: (i) any breach of an actual or implied contract of employment between Employee and any Company Released Person, (ii) any claim of unjust, wrongful, or tortious discharge (including, but not limited to, any claim of fraud, negligence, retaliation for whistle blowing, or intentional infliction of emotional distress), (iii) any claim of defamation or other common law action, or (iv) any claims of violations arising under the Civil Rights Act of 1964, as amended, 42 U.S.C. §2000e et seq., the Family and Medical Leave Act, the Age Discrimination in Employment Act, 29 U.S.C. §621 et seq., the Americans with Disabilities Act of 1990, 42 U.S.C. §12101 et seq., the Fair Labor Standards Act of 1938, as amended, 29 U.S.C. §201 et seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. §701 et seq., or any other relevant federal, state, or local statutes or ordinances, or any claims for pay, vacation pay, insurance, or welfare benefits or any other benefits of employment with any Company Released Person arising from events occurring prior to the date of this Release other than those payments and benefits specifically provided herein and in the Severance Agreement.

d. This Release shall not affect Employee’s right to any governmental benefits payable under any Social Security or Worker’s Compensation law now or in the future.

e. This Release does not affect Employee’s right to participate in any federal, state or local investigation by any governmental agency or to challenge the validity of this Agreement.

3. Release of Benefit Claims. Employee, for and on behalf of Employee and Employee’s heirs, beneficiaries, executors, administrators, successors, assigns and anyone claiming through or under any of the foregoing, further releases and waives any claims for pay, vacation pay, insurance or welfare benefits or any other benefits of employment with any Company Released Person arising from events occurring prior to the date of this Release other than claims to the payments and benefits specifically provided for in the Severance Agreement and claims for benefits which are not subject to waiver under the law.

4. Revocation Period; Knowing and Voluntary Agreement. Employee acknowledges that she is knowingly and voluntarily waiving and releasing any rights she may have under the Age Discrimination in Employment Act, as amended, (“ADEA”). Employee also acknowledges that the consideration given for the waiver and release in the Severance Agreement is in addition to anything of value to which she is would be entitled to without this Agreement. Employee further acknowledges that Employee is advised by this writing, as required by the ADEA, that: (a) this waiver and release do not apply to any rights or claims that may arise after the execution date of this Agreement; (b) Employee has been advised of having had the right to consult with an attorney prior to signing this Agreement; (c) Employee has twenty-one (21) days to consider this Agreement (although Employee may choose to voluntarily

execute this Agreement earlier); (d) Employee has seven (7) days following the signing of this Agreement by the parties to revoke the Agreement; and (e) this Agreement shall not be effective until the date upon which the revocation period has expired, which shall be the eighth day after this Agreement is executed by the Employee.

5. Severability. If any provision of this Release or the application thereof to any person or circumstance shall to any extent be held to be invalid or unenforceable, the remainder of this Release and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Release shall be valid and enforceable to the fullest extent permitted by law.

6. Headings. The headings in this Release are inserted for convenience of reference only and shall not in any way affect the meaning or interpretation of this Release.

7. Counterparts. This Release may be executed in one or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

8. Entire Agreement. This Release and related Severance Agreement constitutes the entire agreement of the parties in this matter and shall supersede any other agreement between the parties, oral or written, concerning the same subject matter.

9. Governing Law. This Release shall be governed by, and construed and enforced in accordance with, the laws of the Commonwealth of Massachusetts, without reference to the conflict of laws rules of such State.

IN WITNESS WHEREOF, Employee and the Company have executed this Release as of the day and year first above written.



ALERE INC.

By:		DO NOT EXECUTE

EMPLOYEE

By:		DO NOT EXECUTE

Exhibit 10.3

LOGO

2016 Annual Incentive Plan

February 2016

Primary Objective: the primary objective of the plan to assist in the attraction, retention and motivation of the senior talent critical to deliver on the Strategic Imperatives in 2016, and particularly those that consistently demonstrate the competencies and values that serve as the foundation for One Alere and its culture.

Performance Period: January 1, 2016 – December 31, 2016.

Plan Eligibility: Participation in the incentive plan includes the CEO, the Executive team (E3) and extends to all employees in Director roles (M4) or higher, including individual contributors referred to as Subject Matter Experts (P5). Participants are approved by Alere’s CEO and Alere’s Compensation Committee.

Plan Components: There are two major components to the plan: funding of the incentive pool and distribution of incentives/bonus earned.

Funding: The plan is funded based on the Company’s performance in 2 metrics: Earnings Per Share (EPS) and Organic Growth. Exhibit 1 shows the targets for each, at 50% (minimum,) 100% (target) and 150% (maximum.) Actual performance against EPS and Organic Growth targets is weighed equally (50%) and together will determine the percent of the incentive pool that is actual earned, and funded. If one of the two targets is not met at minimum, the pool would fund at 50% of target. In the event that neither target is met at the minimum level, the plan would be funded at 25% of target, to allow for discretionary recognition of individuals who excelled in their contribution during the year. In 2016, all participants in the plan will share the same Corporate incentive targets.

Distribution: The distribution (or payout) of any earned incentive dollars is based on performance against these targets, and as such, each Executive Team leader will be allotted a corresponding sub-pool of earned funds, which s/he will distribute in accordance with participants’ performance against individual objectives and their overall level of contribution to attaining the results. If one or both of the target areas are not met at minimum, triggering a lower level of funding as noted above, the CEO has responsibility for determining sub pools. If neither target is not met at minimum, the Executive level (E3) will not be eligible for any incentive payout.

Participant Incentive Target Levels: Each participant’s role has been evaluated on a number of factors, including size, complexity, responsibility, experience required, etc. using Alere’s Job Leveling Chart. In addition, each level has been benchmarked externally to ensure incentive targets are competitive. Based on analysis and benchmarking conducted by Aon Radford, Alere’s external executive compensation consultant, below are the incentive opportunities, at target, by level for 2016. Each level was designated to have a different target bonus opportunity for 2016. Those are:

E3 – 60%

E2 – 45%

E1 – 30%

M5/P5 – 25%

M4 – 20%

Additional Provisions: Below are some additional plan provisions/conditions:

Performance against metrics will be currency adjusted and will be communicated quarterly.

Performance against metrics will be communicated quarterly.

Any and all earned incentive/bonus will be based on base pay as of the first pay period in April 2016.

Plan participants are not eligible to participate in any other/local incentive plans.

Any and all earned incentive/bonus will be paid in total no later than March 15, 2017, and subject to country specific, relevant taxes.

To be eligible for the incentive payment, participants must employed by the Company at the time the incentive payment is processed, and must be in good standing.

Participants hired or entering the plan after April 1, 2016, will be eligible for a pro-rated earned incentive payment; those hired or entering the plan after Q3, or October 1, 2016, are not eligible to participate. Specifically, if hired between the 1^st and 15^th of a month, they get “credit” for the entire month; if hired between the 16^th and the 31^st, they get credit for one half month.

If the participant takes an unpaid leave of absence, it will be management’s discretion to determine if any earned amount should be pro-rated.

The plan does not constitute a contract of employment, and nothing contained herein will change the rights of the Company to terminate the participants’ employment, following local/country provisions.

EXHIBIT 31.1

CERTIFICATION

I, Namal Nawana, 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 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 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.

EXHIBIT 31.2

CERTIFICATION

I, James F. Hinrichs, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Alere Inc.;

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.

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 March 31, 2016 (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 16, 2016

/s/ Namal Nawana

Namal Nawana

President and Chief Executive Officer

Date: August 16, 2016

/s/ James F. Hinrichs

James F. Hinrichs

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.

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