Alere 8-K/A Financial Statements and Exhibits

Exhibit 99.2

INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS

Overview

     On February 8, 2010, we acquired a 61.92% ownership interest in Standard Diagnostics, Inc., or Standard Diagnostics, via a tender offer for approximately $162.1 million. On March 22, 2010, we acquired an incremental 13.37% ownership interest in Standard Diagnostics via a second tender offer for approximately $36.2 million. Standard Diagnostics, a publicly-traded Korean company, specializes in the medical diagnostics industry. Its main product lines relate to diagnostic reagents and devices for hepatitis, infectious diseases, tumor markers, fertility, drugs of abuse, urine strips and protein strips. The preliminary aggregate purchase price was $198.3 million, which consisted of two cash payments.

     On April 30, 2009, we completed our acquisition of the assets of ACON Laboratories, Inc.’s and certain related entities’ (collectively, “ACON”) business of researching, developing, manufacturing, distributing, marketing and selling lateral flow immunoassay and directly-related products (the “Business”) for the remainder of the world outside of the First Territory (as defined below), including China, Asia Pacific, Latin America, South America, the Middle East, Africa, India, Pakistan, Russia and Eastern Europe (the “Second Territory Business”). We acquired ACON’s Business in the United States, Canada, Western Europe (excluding Russia, the former Soviet Republics that are not part of the European Union and Turkey), Israel, Australia, Japan and New Zealand (the “First Territory”) in March 2006.

     The unaudited pro forma condensed combined statements of operations (the “Financial Statements”) reflect our acquisition of Standard Diagnostics and the Second Territory Business. The Financial Statements are based on the respective historical consolidated financial statements and the notes thereto of Inverness, Standard Diagnostics and the Second Territory Business.

     For purposes of preparing the Financial Statements, historical financial information of Inverness, Standard Diagnostics and the Second Territory Business is presented for the year ended December 31, 2009 and the three months ended March 31, 2010.

     The historical financial information of Standard Diagnostics included in the accompanying unaudited pro forma condensed combined statements of operations for the year ended December 31, 2009 and the three months ended March 31, 2010 includes results of operations for the pre-acquisition period ended February 8, 2010, which represents the historical pre-acquisition results of Standard Diagnostics. Our initial February 8, 2010 acquisition of 61.92% of Standard Diagnostics was not deemed material under Rule 3-05 of Regulation S-X. However, when combined with our acquisition of an additional ownership interest on March 22, 2010, Standard Diagnostics was deemed significant effective with this purchase. The results for Standard Diagnostics for the year ended December 31, 2009 have been derived from footnote 32 “Reconciliation from Korean GAAP to US GAAP” of the audited financial statements for Standard Diagnostics for the year ended December 31, 2009. These financial statements have been filed as exhibit 99.1 of this Form 8-K/A with the condensed consolidated income statement under US GAAP translated from Korean Won to US Dollars at an exchange rate of 1,269 Korean Won per US Dollar.

     The historical financial information of the Second Territory Business included in the accompanying unaudited pro forma condensed combined statements of operations for the year ended December 31, 2009 and the three months ended March 31, 2010 includes results of operations for the pre-acquisition period ended April 30, 2009, which represents the historical pre-acquisition results of the Second Territory Business. Actual operating results of Standard Diagnostics and the Second Territory Business are included in Inverness’ historical financial results from the date of the acquisition.

     The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2009 and the three months ended March 31, 2010 assume that the acquisition of Standard Diagnostics and the Second Territory Business occurred on January 1, 2009.

     The Financial Statements are presented for illustrative purposes only and do not purport to be indicative of the results of operations for future periods or the results that would have been realized had the acquisitions of Standard Diagnostics and the Second Territory Business been consummated as of January 1, 2009. The pro forma adjustments are based upon available information and certain estimates and assumptions as described in the notes to the Financial Statements that management of Inverness believes are reasonable in the circumstances.

     The Financial Statements and accompanying notes should be read in conjunction with the historical consolidated financial statements and notes thereto of Inverness included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2009, our Quarterly Report on Form 10-Q for the three months ended March 31, 2010 and our previously filed Forms 8-K.

     The following is a more complete explanation of the completed transactions reflected in the unaudited pro forma condensed combined financial statements.

Acquisition of Standard Diagnostics

     On February 8, 2010, we acquired a 61.92% ownership interest in Standard Diagnostics, Inc., or Standard Diagnostics, via a tender offer for approximately $162.1 million. On March 22, 2010, we acquired an incremental 13.37% ownership interest in Standard Diagnostics via a second tender offer for approximately $36.2 million. Standard Diagnostics, a publicly-traded Korean company, specializes in the medical diagnostics industry. Its main product lines relate to diagnostic reagents and devices for hepatitis, infectious diseases, tumor markers, fertility, drugs of abuse, urine strips and protein strips. The preliminary aggregate purchase price was $198.3 million, which consisted of two cash payments.

Acquisition of the Second Territory Business

     On April 30, 2009, we completed our acquisition of the assets of ACON Laboratories, Inc.’s and certain related entities’ (collectively, “ACON”) business of researching, developing, manufacturing, distributing, marketing and selling lateral flow immunoassay and directly-related products (the “Business”) for the remainder of the world outside of the First Territory (as defined below), including China, Asia Pacific, Latin America, South America, the Middle East, Africa, India, Pakistan, Russia and Eastern Europe (the “Second Territory Business”). We acquired ACON’s Business in the United States, Canada, Western Europe (excluding Russia, the former Soviet Republics that are not part of the European Union and Turkey), Israel, Australia, Japan and New Zealand (the “First Territory”) in March 2006. The preliminary aggregate purchase price for the Second Territory Business was approximately $191.1 million ($189.1 million present value), which consisted of cash payments totaling $104.7 million, 1,202,691 shares of our common stock with an aggregate fair value of $42.1 million and deferred purchase price consideration payable in cash and common stock with an aggregate fair value of $42.3 million.

     We expect to pay an amount equal to $15.5 million in shares of our common stock as settlement of a portion of the deferred purchase price consideration. The deferred payments will bear interest at a rate of 4%. The remainder of the purchase price will be due in two installments, each comprising 7.5% of the total purchase price, or approximately $28.9 million, on the dates 15 and 30 months after the acquisition date. These amounts do not bear interest and may be paid in cash or a combination of cash and up to approximately 29% of each of these payments in shares of our common stock. For purposes of determining the preliminary aggregate purchase price of $189.1 million, we present valued the final two installment payments totaling $28.9 million using a discount rate of 4%, resulting in a reduction in the deferred purchase price consideration of approximately $2.0 million.

INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS
For the three months ended March 31, 2010
(in 000s, except per share amounts)

	Pro Forma Adjustments
				Standard Diagnostics		Standard Diagnostics			Pro forma
	Inverness			Historical		Adjustments			Combined Company
Net product sales and services revenue	$	509,405		$	5,380	$	—		$	514,785
License and royalty revenue		5,849			—		—			5,849
Net revenue		515,254			5,380		—			520,634
Cost of net revenue		241,297			1,637		(2,112	)F, H		240,822
Gross profit		273,957			3,743		2,112			279,812
Operating expenses:
Research and development		30,993			678		—			31,671
Sales and marketing		119,591			977		780	F		121,348
General and administrative		94,663			138		—			94,801
Total operating expenses		245,247			1,793		780			247,820
Operating income		28,710			1,950		1,332			31,992
Interest and other income (expense), net		(30,091	)		665		—			(29,426	)
(Loss) income from continuing operations before provision for income taxes		(1,381	)		2,615		1,332			2,566
Provision for income taxes		446			783		320	C		1,549
(Loss) income from continuing operations before equity earnings of unconsolidated entities, net of tax		(1,827	)		1,832		1,012			1,017
Equity earnings of unconsolidated entities, net of tax		4,040			—		—			4,040
Income from continuing operations		2,213			1,832		1,012			5,057
Income from discontinued operations, net of tax		11,946			—		—			11,946
Net income		14,159			1,832		1,012			17,003
Less: Net (loss) income attributable to non-controlling interest		(670	)		—		703	G		33
Net income attributable to Inverness Medical Innovations, Inc. and Subsidiaries		14,829			1,832		309			16,970
Preferred stock dividends		(5,853	)		—		—			(5,853	)
Net income available to common stockholders	$	8,976		$	1,832	$	309		$	11,117
Basic net income per common share attributable to Inverness Medical Innovations, Inc. and subsidiaries:
(Loss) from continuing operations	$	(0.03	)						$	(0.01	)
Income from discontinued operations		0.14								0.14
Net income per common share	$	0.11							$	0.13
Diluted net income per common share attributable to Inverness Medical Innovations, Inc. and subsidiaries:
(Loss) from continuing operations	$	(0.03	)						$	(0.01	)
Income from discontinued operations		0.14								0.14
Net income per common share	$	0.11							$	0.13
Weighted average shares — basic		83,806			—		—			83,806
Weighted average shares — diluted		83,806			—		—			83,806

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2009
(in 000s, except per share amounts)

	Pro Forma Adjustments
				The Second Territory		The Second Territory
				Business		Business			Standard Diagnostics			Standard Diagnostics			Pro forma
	Inverness			Historical		Adjustments			Historical			Adjustments			Combined Company
Net product sales and services revenue	$	1,893,566		$	14,888	$	—		$	57,242		$	—		$	1,965,696
License and royalty revenue		29,075			—		—			—			—			29,075
Net revenue		1,922,641			14,888		—			57,242			—			1,994,771
Cost of net revenue		868,419			6,921		368	A, E		18,321			11,589	F, H		905,618
Gross profit		1,054,222			7,967		(368	)		38,921			(11,589	)		1,089,153
Operating expenses:
Research and development		112,848			178		—			3,983			—			117,009
Sales and marketing		441,646			333		4,068	A		7,828			9,046	F		462,921
General and administrative		357,033			1,335		250	A		1,923			—			360,541
Gain on disposition		(3,355	)		—		—			—			—			(3,355	)
Operating income (loss)		146,050			6,121		(4,686	)		25,187			(20,635	)		152,037
Interest and other income (expense), net		(105,802	)		34		(540	)D		(1,129	)		—			(107,437	)
Income (loss) from continuing operations before provision for income taxes		40,248			6,155		(5,226	)		24,058			(20,635	)		44,600
Provision for income taxes		15,627			—		307	C		438			390	C		16,762
Income (loss) from continuing operations before equity earnings of unconsolidated entities, net of tax		24,621			6,155		(5,533	)		23,620			(21,025	)		27,838
Equity earnings of unconsolidated entities, net of tax		7,626			—		—			—			—			7,626
Income (loss) from continuing operations		32,247			6,155		(5,533	)		23,620			(21,025	)		35,464
Income from discontinued operations, net of tax		1,934			—		—			—			—			1,934
Net income (loss)		34,181			6,155		(5,533	)		23,620			(21,025	)		37,398
Less: Net  income attributable to non-controlling interests		465			—		—			—			641	G		1,106
Net income (loss) attributable to Inverness Medical Innovations, Inc. and Subsidiaries		33,716			6,155		(5,533	)		23,620			(21,666	)		36,292
Preferred stock dividends		(22,972	)		—		—			—			—			(22,972	)
Net income (loss) available to common stockholders	$	10,744		$	6,155	$	(5,533	)	$	23,620		$	(21,666	)	$	13,320
Basic net income per common share attributable to Inverness Medical Innovations, Inc. and subsidiaries:
Income from continuing operations	$	0.11													$	0.14
Income from discontinued operations		0.02														0.02
Net income per common share	$	0.13													$	0.16
Diluted net income per common share attributable to Inverness Medical Innovations, Inc. and subsidiaries:
Income from continuing operations	$	0.11													$	0.14
Income from discontinued operations		0.02														0.02
Net income per common share	$	0.13													$	0.16
Weighted average shares — basic		80,572			—		605	B		—			—			81,177
Weighted average shares — diluted		81,967			—		605	B		—			—			82,572

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

INVERNESS MEDICAL INNOVATIONS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED FINANCIAL STATEMENTS

NOTE 1 — BASIS OF PRESENTATION

     The accompanying unaudited pro forma condensed combined statements of operations for the year ended December 31, 2009 and the three months ended March 31, 2010 include the historical results of Inverness, Standard Diagnostics and the Second Territory Business as if these transactions had occurred on January 1, 2009.

Acquisition of Standard Diagnostics

     On February 8, 2010, we acquired a 61.92% ownership interest in Standard Diagnostics, Inc., or Standard Diagnostics, via a tender offer for approximately $162.1 million. On March 22, 2010, we acquired an incremental 13.37% ownership interest in Standard Diagnostics via a second tender offer for approximately $36.2 million. Standard Diagnostics, a publicly-traded Korean company, specializes in the medical diagnostics industry. Its main product lines relate to diagnostic reagents and devices for hepatitis, infectious diseases, tumor markers, fertility, drugs of abuse, urine strips and protein strips. The preliminary aggregate purchase price was $198.3 million, which consisted of two cash payments.

     A summary of the preliminary aggregate purchase price allocation for this acquisition is as follows (in thousands):

Current assets	$	52,058
Property, plant and equipment		16,562
Goodwill		72,023
Intangible assets		131,580
Other non-current assets		13,334
Total assets acquired		285,557
Current liabilities		12,655
Non-current liabilities		32,088
Total liabilities assumed		44,743
Net assets acquired		240,814
Less:
Non-controlling interest in Standard Diagnostics		42,510
Cash consideration	$	198,304

     Customer relationships are amortized based on patterns in which the economic benefits of customer relationships are expected to be realized. Other finite-lived identifiable assets are amortized on a straight-line basis. The following are the intangible assets acquired and their respective amortizable lives (dollars in thousands):

	Amount		Amortizable Life
Core technology	$	62,135	10 years
Trademarks and trade names		9,350	7 years
Customer relationships		46,155	10.9-15.9 years
Non-compete agreements		255	2 years
In-process research and development		13,685	N/A
Total intangible assets	$	131,580

Acquisition of the Second Territory Business

     On April 30, 2009, we completed our acquisition of the assets of ACON Laboratories, Inc.’s and certain related entities’ (collectively, “ACON”) business of researching, developing, manufacturing, distributing, marketing and selling lateral flow immunoassay and directly-related products (the “Business”) for the remainder of the world outside of the First Territory (as defined below), including China, Asia Pacific, Latin America, South America, the Middle East, Africa, India, Pakistan, Russia and Eastern Europe (the

“Second Territory Business”). We acquired ACON’s Business in the United States, Canada, Western Europe (excluding Russia, the former Soviet Republics that are not part of the European Union and Turkey), Israel, Australia, Japan and New Zealand (the “First Territory”) in March 2006. The preliminary aggregate purchase price for the Second Territory Business was approximately $191.1 million ($189.1 million present value), which consisted of cash payments totaling $104.7 million, 1,202,691 shares of our common stock with an aggregate fair value of $42.1 million and deferred purchase price consideration payable in cash and common stock with an aggregate fair value of $42.3 million.

     A summary of the preliminary aggregate purchase price allocation for this acquisition is as follows (dollars in thousands):

Current assets	$	4,156
Property, plant and equipment		305
Goodwill		84,149
Intangible assets		100,600
Total assets acquired		189,210
Current liabilities		117
Total liabilities assumed		117
Net assets acquired		189,093
Less:
Fair value of common stock issued (1,202,691 shares)		42,142
Present value of deferred purchase price consideration		42,261
Cash consideration paid at closing	$	104,690

     Customer relationships are amortized based on patterns in which the economic benefits of customer relationships are expected to be realized. Other finite-lived identifiable assets are amortized on a straight-line basis. The following are the intangible assets acquired and their respective amortizable lives (dollars in thousands):

	Amount		Amortizable Life
Customer relationships	$	94,200	13-19 years
Patents		3,000	10 years
Trademarks and trade names		1,900	3 years
Non-compete agreements		1,500	2 years
Total intangible assets	$	100,600

NOTE 2 — PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

     The following describes the pro forma adjustments made to the accompanying unaudited pro forma condensed combined statements of operations:

A. Represents amortization expense of the estimated value assigned to customer relationships, trademarks and trade names and patents as discussed in Note 1, acquired in connection with the acquisition of the Second Territory Business. The preliminary fair values of acquired intangible assets in connection with the acquisition of the Second Territory Business and their respective useful lives are as follows:

	Amount		Amortizable Life
Customer relationships	$	94,200	13-19 years
Patents		3,000	10 years
Trademarks and trade names		1,900	3 years
Non-compete agreements		1,500	2 years
Total intangible assets	$	100,600

B. Represents the adjustment to the historical number of basic weighted average Inverness shares outstanding giving effect to the issuance of shares of Inverness common stock as part of the consideration to acquire the Second Territory Business, as if such transaction occurred on January 1, 2009.

C.	Reflects the adjustment of the historical tax provision as a result of pro forma combined results.
D.	Represents imputed interest expense related to the remaining cash consideration to be paid to the ACON shareholders.
E.	Represents estimated cost increase for products supplied under a transitional manufacturing agreement with ACON.
F.	Represents amortization expense of the estimated value assigned to customer relationships, core technology, non-compete agreements and trademarks and trade names as discussed in Note 1, acquired in connection with the acquisition of Standard Diagnostics. The preliminary fair values of acquired intangible assets in connection with the acquisition of Standard Diagnostics and their respective useful lives are as follows:

	Amount		Amortizable Life
Core technology	$	62,135	10 years
Trademarks and trade names		9,350	7 years
Customer relationships		46,155	10.9-15.9 years
Non-compete agreements		255	2 years
In-process research and development		13,685	N/A
Total intangible assets	$	131,580

G.	Represents the net income related to the 24.71% non-controlling interest in Standard Diagnostics.
H.	Represents amortization relating to the write-up of inventory to fair value in connection with the acquisition of Standard Diagnostics.

NOTE 3 — PRO FORMA NET INCOME PER COMMON SHARE

     For the year ended December 31, 2009 and the three months ended March 31, 2010 the unaudited pro forma combined company basic and diluted net income per common share amounts are calculated based on the weighted average number of Inverness common shares outstanding prior to the respective acquisitions plus the adjustments to such shares giving effect to the Inverness common shares expected to be issued in connection with the respective acquisitions, as if such transactions had occurred on January 1, 2009. Included in the weighted average diluted common shares for the calculation of net income per common share for the year ended December 31, 2009, are common stock equivalent shares from the potential exercise of stock options and warrants. Common stock equivalent shares from the potential conversion of convertible debt securities, common stock equivalents from the potential settlement of a portion of the deferred purchase price consideration related to the Second Territory Business and potential common stock equivalent shares from the potential conversion of Series B convertible preferred stock were not included in the calculation of net income per common share for the year ended December 31, 2009 because inclusion thereof would be antidilutive. For the three months ended March 31, 2010 potential dilutive shares were not used in the calculation of diluted net income per common share because inclusion thereof would be antidilutive.