Presentation to Lenders

July 23, 2013

Exhibit 99.1

Forward-Looking Statements

2

This presentation contains forward-looking information that involves risks and uncertainties, including statements about the Company’s plans, objectives,

expectations and intentions. Such statements include, without limitation: financial or other information included herein based upon or otherwise incorporating

judgments or estimates relating to future performance, events or expectations; the Company's positioning, resources, capabilities, and expectations for product 

sales and/or future growth; the anticipated timing of any governmental or regulatory approvals or clearances. These forward-looking statements are based upon

assumptions made by the Company as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results to differ

materially from those anticipated.

Risks and uncertainties that could adversely affect the Company’s business and prospects, and otherwise cause actual results to differ materially from those

anticipated, include without limitation: the ability of the Company to successfully manage ongoing organizational changes, including the ability of the Company to

attract, motivate and retain key employees; U.S., European and general worldwide economic conditions and related uncertainties; the Company’s reliance on third-

party reimbursement policies to support the sales and market acceptance of its products, including the possible adverse impact of government regulation and

changes in the availability and amount of reimbursement and uncertainties for new products or product enhancements; uncertainties regarding the recently enacted

or future healthcare reform legislation, including associated tax provisions, or budget reduction or other cost containment efforts; changes in guidelines,

recommendations and studies published by various organizations that could affect the use of the Company’s products; uncertainties inherent in the development of

new products and the enhancement of existing products, including FDA approval and/or clearance and other regulatory risks, technical risks, cost overruns and

delays; the risk that products may contain undetected errors or defects or otherwise not perform as anticipated; risks associated with acquisitions, including without

limitation, the Company’s ability to successfully integrate acquired businesses, the risks that the acquired businesses may not operate as effectively and efficiently 

as expected even if otherwise successfully integrated, the risks that acquisitions may involve unexpected costs or unexpected liabilities, including the risks and

challenges associated with the Company’s recent acquisition of Gen-Probe and operations in China; the risks of conducting business internationally, including the

effect of exchange rate fluctuations on those operations; manufacturing risks, including the Company’s reliance on a single or limited source of supply for key

components, and the need to comply with especially high standards for the manufacture of many of its products; the Company’s ability to predict accurately the

demand for its products, and products under development, and to develop strategies to address its markets successfully; the early stage of market development for

certain of the Company’s products; the Company’s leverage risks, including the Company’s obligation to meet payment obligations and financial covenants

associated with its debt; risks related to the use and protection of intellectual property; expenses, uncertainties and potential liabilities relating to litigation, including,

without limitation, commercial, intellectual property, employment and product liability litigation; technical innovations that could render products marketed or under

development by the Company obsolete; competition; and the Company’s ability to attract and retain qualified personnel.

The risks included above are not exhaustive. Other factors that could adversely affect the company's business and prospects are described in the filings made by 

the Company with the SEC. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements

presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.

Hologic, Affirm, APTIMA, C-View, Cervista, Dimensions, Gen-Probe, Invader, MyoSure, NovaSure, PANTHER, PROCLEIX, Prodesse ProGastro SSCS, ThinPrep,

TIGRIS and TMA and associated logos, as may be used throughout this presentation, are trademarks and/or registered trademarks of Hologic, Inc. and/or its

subsidiaries in the United States and/or other countries.

Third Quarter Fiscal 2013 Preliminary

Financial Information

The preliminary financial information presented in this presentation represents estimates only, as

the Company has not completed its financial statements for its third quarter ended June 29, 2013

and its independent auditor has not completed its review thereof. Actual results, therefore, may

differ materially from those estimated. At this preliminary stage, the Company does not have the

financial data available to estimate its earnings calculated in accordance with Generally Accepted

Accounting Principles (GAAP). GAAP earnings per share (EPS) may be affected by changes in

ongoing assumptions and judgments and may also be affected by nonrecurring, unusual or

unanticipated charges, expenses or gains, all of which are excluded in the calculation of non-GAAP

adjusted EPS as defined in an addendum to this presentation. A GAAP to non-GAAP reconciliation

will be provided in Hologic’s third quarter fiscal 2013 operating results announcement on August 5,

2013.

3

Hologic, Inc. ("Hologic" or "the Company") (NASDAQ: HOLX) is a leading developer, manufacturer

and supplier of premium diagnostics products, medical imaging systems and surgical products, with

an emphasis on serving the healthcare needs of women

Hologic has continued to demonstrate strong financial performance

Transaction Overview

See Third Quarter Fiscal 2013 Preliminary Financial Information on page 3

See the definition of non-GAAP financial measures and the reconciliation of GAAP to non-GAAP in the Appendix.

4

Hologic is seeking to reprice its Term Loan B pricing

In conjunction with the repricing, the Company is seeking an amendment to increase its dividend /

share repurchase capacity

—

For the quarter ended June 29, 2013, the Company expects to report revenues of approximately $626

million

and

non-GAAP

adjusted

earnings

per

share

of

$0.38

—

For the quarter ended March 30, 2013, the Company generated $619.1 million of non-GAAP revenue,

$93.8

million

of

non-GAAP

net

income

and

$211.8

million

of

EBITDA.

The

Company's

GAAP

revenue

and

GAAP

net

loss

for

the

same

period

were

$612.7

million

and

$51.1

million,

respectively

—

As

of

March

30,

2013,

Hologic

had

total

secured

leverage

of

2.5x

and

net

total

leverage

of

4.9x

1

2

1

2

Pro Forma Capitalization

5

Amounts as of March 30, 2013

($ in millions)

Current

Pro Forma

Amount

Amount

Leverage

Maturity

Put Date

Cash

$ 745

$ 545

Revolver ($300mm)

-

-

0.0 x

Aug-17

Term Loan A

969

969

1.0 x

Aug-17

Extant Term Loan B

1,479

-

1.0 x

Aug-19

New Term Loan B

-

1,279

2.3 x

Aug-19

Total Secured Debt

$ 2,447

$ 2,247

2.3 x

Senior Unsecured Notes

1,000

1,000

3.3 x

Total Guaranteed Debt

$ 3,447

$ 3,247

3.3 x

2.00% Convertible Sr. Notes

1

389

389

3.7 x

Dec-37

Dec-13

2.00% Exchange Convertible Sr. Notes

2

384

384

4.1 x

Dec-37

Dec-16

2.00% Exchange Convertible Sr. Notes

3

462

462

4.6 x

Mar-42

Mar-18

2.00% Exchange Convertible Sr. Notes

4

323

323

4.9 x

Sep-43

Dec-17

Total Debt

$ 5,005

$ 4,805

4.9 x

Net Debt

(5)

$ 4,755

$ 4,555

4.7 x

LTM 03/30/2013 Consolidated Adjusted EBITDA

(6)

$ 975.5

Source:  Public filings.

¹

Principal amount is $405 million. Principal amount listed net of the unamortized discount. Conversion price of approximately $38.59 per share.

²

Principal amount is $450 million. Principal amount listed net of the unamortized discount. Conversion price of approximately $23.03 per share.

³

Principal amount is $500 million. Principal amount listed net of the unamortized discount. Conversion price of approximately $31.18 per share.

4

Principal

amount

is

$370

million.

Principal

amount

listed

net

of

the

unamortized

discount.

Conversion

price

of

approximately

$38.59

per

share.

5

Debt net of $250 million of cash as permitted by Credit Agreement for covenant compliance.

6

As defined in the Credit Agreement. Includes an increase to the Company’s non-GAAP Adjusted EBITDA of $160.4 million, as calculated pursuant to the terms of

the Credit Agreement, to reflect the Company's acquisition of

Gen-Probe and certain other adjustments.

Consolidated

Non-GAAP Q2’13 Revenues of $619.1M (unaudited)*

Consumables/Service  ~81%

Capital Equipment        ~19%

Total Revenues by Business Segment

*Q2’13 GAAP revenues were as follows: Total: $612.7M; Diagnostics: $296.5M; Consumables: $402.0M. See the definition of non-GAAP financial measures and

the reconciliation of GAAP to non-GAAP in the Appendix.

Total Diagnostics

$302.9M*

49%

Breast Health

$220.1M

35%

GYN Surgical

$73.7M

12%

Skeletal Health

$22.4M

4%

6

66%

Consumables

15%

Service

19%

Capital

Equipment

•

Early stage of a promising replacement cycle with

technology superior to 2D digital

•

Recent peer-reviewed publications further support

adoption

•

Ability to offer class-leading automation to low-

and

medium-volume labs

•

Extends molecular diagnostics into hospital labs, the

fastest-growing market segment

•

Menu expansion on the horizon to further sustain growth

Two Exciting New Product Cycles

are Just Beginning

Dimensions 3D Breast Tomosynthesis

PANTHER System

7

Diagnostics –

Leadership in

Cytology and Molecular Diagnostics

•

Premier automated solutions

•

Proprietary chemistries: TMA (Transcription-mediated

amplification) and Invader

•

Extending leadership from cytology into molecular via

Gen-Probe acquisition

•

Validated by #1 or #2 U.S. market share in key segments*

SHARE

* Hologic Estimates 2012

Cervical

Cytology

CT/NG

Testing

Blood

Screening

HPV

Testing

8

Comprehensive Cervical Cancer

Screening Solution

9

•

The only FDA approved complete

cervical cancer screening solution

to include liquid-based cytology

+ HPV (high-risk and genotyping)

•

All from our ThinPrep vial, the

gold standard in cervical cytology

•

Thoughtfully designed HPV

products designed to detect

disease by focusing on genes that

matter most:

•

Both APTIMA and Cervista

meet the specific needs of our

customers through greater testing

alternatives

•

APTIMA Combo 2 assay remains a growth driver

•

< 40% of sexually active women aged 25 and under in the U.S.

are screened for chlamydia and gonorrhea

•

Improved compliance and international expansion opportunities

•

APTIMA Trichomonas experiencing rapid adoption

•

Trichomonas

vaginalis

is

the

most

common

curable

STD

•

First FDA-cleared nucleic acid amplified test

•

Recently cleared for use on PANTHER System

•

Menu expansion on the PANTHER is key

•

HPV and genotyping expected by calendar year-end 2013

10

All APTIMA assays able to test from ThinPrep vial

Flagship Brand in STD Testing

Broad Portfolio of MDx Instrumentation

Uniquely Positioned in Molecular Diagnostics

•

Already leading in high-volume setting

•

Ability to capitalize on lab decentralization trend with introduction of PANTHER

•

Proprietary chemistries, TMA and INVADER, offer further differentiation and flexibility

11

V

o

l

u

m

e

Reference Labs

Reference Labs

Hospital Labs

Hospital Labs

Integrated Sales Organization

with a Clear Strategy

Combined Sales Call Point

Drive Test Utilization

Drive Compliance

Communicate Guidelines

Portfolio of Products

Combined Company Menu

HPV

-

APTIMA

-

Cervista

-

Genotyping

CT/NG

Trichomonas

ThinPrep

& Imaging

fFn

12

Molecular Lab

Cytology

Lab Physician

Our Lab

Partners

13

The value of a Hologic partnership to

our Lab Partners:

•

•

•

Grow revenue

Increase operational effectiveness

Provide patients and clinicians with leading

women's health diagnostic solutions

Breast Health –

Mammography

Leader in Breast Cancer Screening & Diagnosis

•

Market leadership: ~65% of current

U.S. installed base, ~40% OUS

•

Approximate $4 billion

addressable U.S. market

•

Strong competitive advantages

of 3D Dimensions

Clinical

superiority

to

2D

First-to-market

with

no

U.S.

competition

•

Substantial replacement

cycle expected

Robust Service Offering

•

Recurring revenue stream

driven by system placements

14

15

Advancing Breast Cancer Screening

3D Dimensions Tomosynthesis

Tomosynthesis…uptake ahead of expectations

•

U.S. installed base of ~11,000 digital systems –

potential for conversion to Tomo

•

Met

initial

2-year

unit

installation

goal

in

U.S.

and

the

goal

is

to

more

than

double

installed base during FY’13

Superior Next-Generation Digital Mammography

Superiority

over 2D Digital

Mammography

Improved

Tissue

Visualization

and Detection

Lower

Recall Rates

16

Tomosynthesis Clinical Efficacy

17

Oslo Tomosynthesis Screening Trial

reported breast cancer screening

with Hologic Tomosynthesis significantly

improves cancer detection

1.

Skaane

P.

et.

al.

Comparison

of

Digital

Mammography

Alone

and

Digital

Mammography

Plus

Tomosynthesis

in

a

Population-based

Screening

Program.

Radiology.

2013

Jan

7

[Epub

ahead

of

print].

2.

Philpotts

L.

et

al.

Initial

Experience

With

Digital

Breast

Tomosynthesis

in

Screening

Mammography.

Presented

at

the

ARRS

2012,

Scientific

Session

22

-

Breast

Imaging:

Screening/Emerging

Technologies.

3.

Destounis

S.

et

al.  Experience with Combination 2D/3D Breast Tomosynthesis vs FFDM in the Screening Environment. Radiological Society of North America annual meeting. Chicago, Il, 2012.

•

All age groups and breast densities reported to benefit from the

addition of Hologic Tomosynthesis screening

•

Body of clinical evidence continuing to grow

in invasive

cancer detection

40%

overall in

cancer detection

27%

Compared to 2D, U.S. sites report a

significant reduction in recalls with

Hologic Tomosynthesis

20-40% reduction

in recall rates

(based on site practices)

2-3

1

1

Tomosynthesis + C-View 2D:

A superior mammography exam

1

•

Less patient dose

through

reduced x-ray exposures

•

Greater patient comfort

via fast, 4 second scan

time

•

Heightened detail

from

tomosynthesis images

•

Superior performance

compared to traditional

2D alone

1.

Compared to 2D alone. FDA PMA submission P080003/S001.

18

MyoSure a Growth Driver

in GYN Surgical

19

MyoSure Hysteroscopic Tissue Removal System

Complemented by a portfolio of surgical

instruments addressing unmet needs in women’s        

health on a global basis

•

Including NovaSure, the market leader in treating abnormal     

uterine bleeding with ~60% share in the U.S.

•

Minimally-invasive technology to remove fibroids and polyps

•

Dynamic technology in early stages of adoption

•

Potential $300-400 million annual opportunity in the U.S.

•

Product line extensions offer flexibility to spur further adoption

Q2 FY 2013 Overview

Key Performance Metrics

Key Performance Metrics

Q2 FY 2013

Q2 FY 2013

Revenues*

GAAP revenues of $612.7 million and non-GAAP

revenues of $619.1 million

•

Non-GAAP

revenues

up

$147.9

million,

or

31.4%,

vs.

Q2’12

1

•

Non-GAAP revenues down $25.5 million, or 4.0%, vs. Q1’13

Net Income*

GAAP net loss of $51.1 million and

non-GAAP net income of $93.8 million

•

Non-GAAP net income up $7.0 million, or 8.1%, vs. Q2’12

•

Non-GAAP net income down $7.9 million, or 7.8%, vs. Q1’13

Adjusted EBITDA*

$211.8 million

•

Up $54.4 million, or 34.5%, vs. Q2’12

•

Down $15.7 million, or 6.9%, vs. Q1’13

On a constant currency basis, total revenues would have increased  to $613.0M*, or 30.1% (non-GAAP revenues would have increased to $619.5M*, or 31.5%), compared to

Q2’12. The constant currency revenue amount for Q2’13 is a non-GAAP number that reflects what revenues in that quarter would have been had the Company applied the foreign

currency exchange rates it used for determining its revenues in Q2’12.

20

Quarter Ended March 30, 2013 (unaudited)

Quarter Ended March 30, 2013 (unaudited)

1

* See the definition of the non-GAAP financial measures and the reconciliation of those measures to the comparable GAAP financial measures in the Appendix.

Q2 FY 2013 Summary

•

Sale

of

LIFECODES

business

unit

for

approximately

$85

million

in

cash,

adjusted

for

working

capital

items,

with

the

opportunity

to

earn

a

contingent

payment

of

$10

million

•

Successful transaction retiring $370 million, 2.00% Convertible Senior Notes due 2037

in exchange for issuance of $370 million, 2.00% Convertible Senior Notes due 2043

which, among other things, extended the first put date by four years to December 2017

•

Successful repricing of the Term Loan A and Revolver under the Credit Agreement

resulting in a 100 basis point reduction in the interest rates on each of these loans

21

Financing Activities

Financing Activities

Breakdown of consolidated Non-GAAP Q2’13 Revenues of $619.1M (unaudited)*

Breakdown of consolidated Non-GAAP Q2’13 Revenues of $619.1M (unaudited)*

U.S. Revenues ~ 75%

U.S. Revenues ~ 75%

International Revenues ~ 25%

International Revenues ~ 25%

19%

Capital Equipment

66%

Consumables

12%

GYN Surgical

49%

Diagnostics

35%

Breast Health

15%

Service

Business Segments

Disposables/Service ~ 81%

Disposables/Service ~ 81%

Capital Equipment ~ 19%

Capital Equipment ~ 19%

22

* Q2’13 GAAP revenues were as follows: Total: $612.7M; Diagnostics: $296.5M; Consumables: $402.0 See the definition of non-GAAP financial measures and

the reconciliation of GAAP to non-GAAP in the Appendix.

Q2 FY 2013 Diagnostics Summary

•

Continued #1 U.S. market share for ThinPrep

•

Continued #1 U.S. market share for APTIMA Combo 2 for CT/GC

•

Continued #1 U.S. market share for PROCLEIX in blood screening

•

Continued competitive wins for ThinPrep, HPV and CT/GC

•

PANTHER launch progressing smoothly with positive early traction

•

Sale of the Company’s LIFECODES business to Immucor, Inc. for approximately $85

million in cash, with the opportunity to earn a contingent payment of $10 million

•

FDA clearance of APTIMA Trichomonas vaginalis Assay for use on our fully-automated

PANTHER System

•

FDA clearance of Prodesse ProGastro SSCS assay for gastroenteritis

•

Canadian regulatory approval of APTIMA HPV and APTIMA HPV 16 18/45 genotype

assays and Netherland regulatory approval for HPV for cervical cancer screening

23

Diagnostics

Diagnostics

•

Continued #1 U.S. market share for digital mammography placements in the U.S.

•

Successfully met two-year unit tomosynthesis goal by end of Q2’13 and the goal is to

more than double year-over-year placements in Fiscal 2013

•

Record biopsy sales both in the U.S. and internationally with overall double-digit year-

over-year sales growth

•

Double-digit year-over-year service revenue growth

•

FDA clearance of Hologic’s 3D tomosynthesis Affirm breast biopsy guidance system

•

FDA clearance of Hologic’s contrast-enhanced digital mammography

•

Oslo study published in print edition of Radiology, reporting the addition of the

Company’s 3D mammography screening technology to a 2D breast screening exam

significantly increased cancer detection while reducing the number of false positives

•

New study published online by European Radiology,

supporting the use of Hologic’s

3D

mammography

screening

technology

in

combination

with

2D

using

independent

double reading with arbitration

•

Acceptance

in

American

Journal

of

Roentgenology

and

a

second

in

Radiology

of

papers,

both

presented

at

RSNA

in

2012,

reporting

the

results

of

U.S.

studies

using

Hologic’s 3D mammography with positive results

24

Q2 FY 2013 Breast Health Summary

Breast Health

Breast Health

•

#1 share for MyoSure in the U.S. hysteroscopic morcellation market

•

Continued #1 market share for NovaSure in the GEA (Global Endometrial Ablation)

market

•

Strong quarter for MyoSure with double-digit sequential and year-over-year growth

•

Growing demand for new MyoSure XL and MyoSure Lite products

•

SFDA approval of MyoSure in China

25

Q2 FY 2013 GYN Surgical Summary

GYN Surgical

GYN Surgical

Amendment Overview

Hologic is seeking to reprice its Term Loan B

The amendment would also expand the Company’s general basket for Restricted Junior Payments to

$250mm and increase the total net leverage threshold for accessing the excess cash flow builder

component from 3.5x to 4.0x

In addition, the Company will be making a $200mm permanent pay-down of the Term Loan B in

connection with the repricing

26

—

The Term Loan B will be reduced from $1,478.8mm to $1,278.8mm

Reconciliation of GAAP to Non-GAAP

(unaudited)

In thousands, except earnings per share

In thousands, except earnings per share

In thousands, except earnings per share

Continued on next page

28

Three Months Ended

Three Months Ended

March 30, 2013

March 30, 2013

March 24, 2012

March 24, 2012

December 29, 2012

December 29, 2012

REVENUES

GAAP revenues

$612,663

-

$631,362

Net adjustments primarily related to Novartis

collaboration

6,429

-

13,275

Non-GAAP revenues

$619,092

$619,092

$-

$644,637

$644,637

EARNINGS PER SHARE

GAAP (loss) earnings per share-

Diluted

$(0.19)

$(0.15)

$0.01

Adjustments to net (loss) income (as detailed below)

0.54

0.48

0.37

Non-GAAP earnings per share-

Diluted

$0.35

$0.35

$0.33

$0.38

$0.38

GROSS MARGINS

GAAP gross margins

$279,326

$226,110

$281,673

Adjustments:

Net adjustments to revenues

6,429

-

13,275

Amortization of intangible assets

75,733

44,341

75,287

Fair value write-up of acquired inventory sold

22,521

-

29,876

Fair value adjustment to depreciation expense

1,791

-

1,797

Adiana closure charges

-

17,945

-

Acquisition and integration-related costs

1,466

50

1,141

Non-GAAP gross margins

$387,266

$387,266

$288,446

$403,049

$403,049

GROSS MARGIN PERCENTAGE

GAAP gross margin percentage

45.6%

48.0%

44.6%

Impact of adjustments above

17.0

13.2

17.9

Non-GAAP gross margin percentage

62.6%

62.6%

61.2%

62.5%

62.5%

$-

Reconciliation of GAAP to Non-GAAP (unaudited)

29

OPERATING EXPENSES

GAAP operating expenses

$273,784

$215,976

$218,444

Adjustments:

Amortization of intangible assets

(28,667)

(16,629)

(28,526)

Contingent consideration

(30,187)

(61,309)

(39,526)

Acquisition and integration-related costs

(5,965)

(599)

(4,380)

Restructuring and divestiture charges

(12,462)

(783)

(3,933)

Gain on sale of intellectual property, net

-

12,424

53,884

Fair value adjustment to depreciation expense

(1,398)

-

(892)

Other (charges) gains

(122)

(440)

3,200

Non-GAAP operating expenses

INTEREST EXPENSE

GAAP interest expense

$76,049

$28,512

$72,081

Adjustment for certain non-cash interest expense relating

to convertible notes

(13,621)

(17,946)

(15,644)

Debt transaction and other costs

(6,414)

(171)

-

Non

-GAAP interest expense

PRE-TAX INCOME

GAAP pre-tax loss

$(73,748)

$(58,608)

$(7,353)

Adjustments to pre-tax loss as detailed above

206,776

147,789

157,193

Debt extinguishment loss

3,247

42,347

-

Other gains (losses)

1,733

-

(167)

Non

-GAAP pre-tax income

NET INCOME

GAAP net (loss) income

$(51,104)

$(40,273)

$3,118

Adjustments to pre-tax (loss) income as detailed above

211,756

190,136

157,026

Income tax effect of reconciling items

(66,807)

(63,055)

(58,366)

Non-

GAAP adjusted net income

EBITDA

Non

-GAAP net income

$93,845

$86,808

$101,778

Interest expense, net, not adjusted above

55,807

9,805

56,177

Provision for income taxes

44,163

44,720

47,895

Depreciation expense, not adjusted above

17,963

16,071

21,653

EBITDA

$198,271

$148,640

$194,983

$56,014

$10,395

$56,437

$138,008

$131,528

$149,673

$93,845

$86,808

$101,778

$211,778

$157,404

$227,503

In thousands, except earnings per share

In thousands, except earnings per share

March 24, 2012

Three Months Ended

March 30, 2013

December 29, 2012

Use of Non-GAAP Financial Measures

Hologic has presented the following non-GAAP financial measures in this presentation: revenues; gross margins; operating expenses; operating

income; interest expense; pre-tax income; net income; EPS; and EBITDA. Hologic defines its non-GAAP revenues to primarily include contingent

revenue earned under the Novartis collaboration post-acquisition which was eliminated under purchase accounting. Hologic defines EBITDA as its

non-GAAP net income plus net interest expense, net, income taxes, and depreciation and amortization expense included in its non-GAAP net

income. Hologic defines its non-GAAP gross margins, operating expenses, operating income, interest expense, pre-tax income and EPS to

exclude, as applicable: (i) the amortization of intangible assets; (ii) acquisition-related charges and effects, such as charges for contingent

consideration (comprised of (a) adjustments for changes in the fair value of the contingent consideration liabilities initially recorded as part of the

purchase price of an acquisition as required by GAAP, and (b) contingent consideration that is tied to continuing employment of the former

shareholders

and

employees

which

is

recorded

as

compensation

expense),

transaction

costs,

integration

costs

including

retention,

and

credits

and/or

charges

associated

with

the

write-up

of

acquired

inventory

and

fixed

assets

to

fair

value,

and

the

effect

of

a

reduction

in

revenue

related

to

contingent revenue under the Novartis collaboration, described above; (iii) non-cash interest expense related to amortization of the debt discount

for convertible debt securities; (iv) restructuring and divestiture charges; (v) non-cash extinguishment losses and debt transaction costs; (vi)

litigation settlement charges (benefits); (vii) other-than-temporary impairment losses on investments; and (viii) other one-time, nonrecurring,

unusual

or

infrequent

charges,

expenses

or

gains

that

may

not

be

indicative

of

Hologic’s

core

business

results;

and

to

include

income

taxes

related to such adjustments.

Hologic believes the use of non-GAAP net revenues is useful to investors as it eliminates certain effects of purchase accounting on its recognition

of

revenue.

Hologic

believes

the

use

of

non-GAAP

net

income

is

useful

to

investors

by

eliminating

certain

of

the

more

significant

effects

of

its

acquisitions and related activities, non-cash charges resulting from the application of GAAP to convertible debt instruments with cash settlement

features, charges related to debt extinguishment losses, investment impairments, litigation settlements, and restructuring and divestiture initiatives.

These non-GAAP measures also reflect how Hologic manages its businesses internally. In addition to the adjustments set forth in the calculation

of Hologic’s non-GAAP net income and non-GAAP EPS, its non-GAAP EBITDA eliminates the effects of financing, income taxes and the

accounting effects of capital spending. As with the items eliminated in its calculation of non-GAAP net income, these items may vary for different

companies for reasons unrelated to the overall operating performance of a company’s business. When analyzing Hologic’s operating performance,

investors should not consider these non-GAAP financial measures as a substitute for net income prepared in accordance with GAAP.

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