10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 29, 2014

or

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

For the transition period from                      to                     

Commission File Number: 1-36214

Hologic, Inc.

(Exact name of registrant as specified in its charter)

Delaware	04-2902449
(State of incorporation)	(I.R.S. Employer Identification No.)
35 Crosby Drive, Bedford, Massachusetts	01730
(Address of principal executive offices)	(Zip Code)

(781) 999-7300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

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

As of April 28, 2014, 276,320,003 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.

HOLOGIC, INC.

INDEX

		Page
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Consolidated Statements of Operations for the Three and Six Months Ended March 29, 2014 and March 30, 2013			3
Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended March 29, 2014 and March 30, 2013			4
Consolidated Balance Sheets as of March 29, 2014 and September 28, 2013			5
Consolidated Statements of Cash Flows for the Six Months Ended March 29, 2014 and March 30, 2013			6
Notes to Consolidated Financial Statements			7
Item  2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Item 3. Quantitative and Qualitative Disclosures About Market Risk			45
Item 4. Controls and Procedures			46
PART II – OTHER INFORMATION			46
Item 1.	Legal Proceedings		46
Item 1A.	Risk Factors		46
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		47
Item 5.	Other Information		47
Item 6.	Exhibits		48
SIGNATURES			49
EXHIBITS

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

HOLOGIC, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except per share data)

	Three Months Ended						Six Months Ended
	March 29, 2014			March 30, 2013			March 29, 2014			March 30, 2013
Revenues:
Product	$	521,135		$	516,116		$	1,033,517		$	1,049,370
Service and other		103,873			96,547			203,939			194,655
		625,008			612,663			1,237,456			1,244,025
Costs of revenues:
Product		185,724			207,227			362,602			429,554
Amortization of intangible assets		76,883			75,733			153,549			151,020
Impairment of intangible assets		26,567			—			26,567			—
Service and other		53,722			50,377			107,030			102,452
Gross Profit		282,112			279,326			587,708			560,999
Operating expenses:
Research and development		49,915			49,621			98,584			101,130
Selling and marketing		78,657			88,614			161,914			183,057
General and administrative		62,109			64,233			129,928			118,624
Amortization of intangible assets		29,100			28,667			55,316			57,193
Impairment of intangible assets		522			—			522			—
Contingent consideration – compensation expense		—			29,388			—			58,874
Contingent consideration – fair value adjustments		—			799			—			10,839
Gain on sale of intellectual property		—			—			—			(53,884	)
Restructuring and divestiture charges		11,559			12,462			29,909			16,395
		231,862			273,874			476,173			492,228
Income from operations		50,250			5,542			111,535			68,771
Interest income		149			207			505			467
Interest expense		(54,449	)		(76,049	)		(115,739	)		(148,130	)
Debt extinguishment loss		(4,437	)		(3,247	)		(7,377	)		(3,247	)
Other (expense) income, net		(3,263	)		(201	)		(2,093	)		1,038
Loss before income taxes		(11,750	)		(73,748	)		(13,169	)		(81,101	)
Provision (benefit) for income taxes		5,015			(22,644	)		8,947			(33,115	)
Net loss	$	(16,765	)	$	(51,104	)	$	(22,116	)	$	(47,986	)
Net loss per common share:
Basic	$	(0.06	)	$	(0.19	)	$	(0.08	)	$	(0.18	)
Diluted	$	(0.06	)	$	(0.19	)	$	(0.08	)	$	(0.18	)
Weighted average number of shares outstanding:
Basic		274,589			268,175			273,648			267,259
Diluted		274,589			268,175			273,648			267,259

See accompanying notes.

3

HOLOGIC, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

(In thousands)

	Three Months Ended						Six Months Ended
	March 29, 2014			March 30, 2013			March 29, 2014			March 30, 2013
Net loss	$	(16,765	)	$	(51,104	)	$	(22,116	)	$	(47,986	)
Changes in foreign currency translation adjustment		(5,763	)		(8,288	)		(6,951	)		(6,319	)
Changes in unrealized holding (losses) gains on available-for-sale securities		(1,048	)		2,687			(2,228	)		2,130
Changes in pension plans, net of taxes of $152 for the six months ended March 29, 2014		—			—			(615	)		—
Other comprehensive loss		(6,811	)		(5,601	)		(9,794	)		(4,189	)
Comprehensive loss	$	(23,576	)	$	(56,705	)	$	(31,910	)	$	(52,175	)

See accompanying notes.

4

HOLOGIC, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except per share data)

	March 29, 2014			September 28, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	484,522		$	822,490
Restricted cash		5,857			6,914
Accounts receivable, less reserves of $10,930 and $8,798, respectively		387,633			409,273
Inventories		310,980			289,363
Deferred income tax assets		34,398			—
Prepaid income taxes		—			44,745
Prepaid expenses and other current assets		41,170			48,361
Other current assets – assets held-for-sale		—			2,997
Total current assets		1,264,560			1,624,143
Property, plant and equipment, net		472,154			491,528
Intangible assets, net		3,667,597			3,906,722
Goodwill		2,809,814			2,814,528
Other assets		148,270			163,902
Total assets	$	8,362,395		$	9,000,823
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	89,497		$	563,812
Accounts payable		68,197			80,534
Accrued expenses		248,287			271,931
Deferred revenue		144,702			132,319
Deferred income tax liabilities		—			39,810
Total current liabilities		550,683			1,088,406
Long-term debt, net of current portion		4,183,958			4,242,098
Deferred income tax liabilities		1,450,342			1,535,306
Deferred service obligations – long-term		22,458			25,456
Other long-term liabilities		174,851			168,044
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock, $0.01 par value – 1,623 shares authorized; 0 shares issued		—			—
Common stock, $0.01 par value – 750,000 shares authorized; 276,236 and 272,036 shares issued, respectively		2,762			2,720
Additional paid-in-capital		5,606,759			5,536,312
Accumulated deficit		(3,640,024	)		(3,616,392	)
Accumulated other comprehensive income		10,606			20,391
Treasury stock, at cost – 219 shares at September 28, 2013		—			(1,518	)
Total stockholders’ equity		1,980,103			1,941,513
Total liabilities and stockholders’ equity	$	8,362,395		$	9,000,823

See accompanying notes.

5

HOLOGIC, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended
	March 29, 2014			March 30, 2013
OPERATING ACTIVITIES
Net loss	$	(22,116	)	$	(47,986	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		48,998			46,218
Amortization		208,865			208,213
Non-cash interest expense		35,820			41,387
Stock-based compensation expense		26,098			31,079
Excess tax benefit related to equity awards		(4,134	)		(4,437	)
Deferred income taxes		(164,788	)		(92,502	)
Gain on sale of intellectual property		—			(53,884	)
Fair value adjustments to contingent consideration		—			10,839
Fair value write-up of inventory sold		—			52,397
Asset impairment charges		33,308			47
Debt extinguishment loss		7,377			3,247
Cost-method equity investment impairment		3,705			1,733
Loss on disposal of property and equipment		3,438			2,198
Other		(744	)		1,976
Changes in operating assets and liabilities:
Accounts receivable		21,544			8,627
Inventories		(23,827	)		(3,719	)
Prepaid income taxes		44,745			(16,700	)
Prepaid expenses and other assets		9,769			1,225
Accounts payable		(12,317	)		(12,939	)
Accrued expenses and other liabilities		(6,511	)		(11,799	)
Deferred revenue		9,085			4,308
Net cash provided by operating activities		218,315			169,528
INVESTING ACTIVITIES
Acquisition of a business		—			(3,918	)
Payment of additional acquisition consideration		—			(16,808	)
Proceeds from sale of business, net of cash transferred		2,431			86,250
Purchase of property and equipment		(19,777	)		(25,888	)
Increase in equipment under customer usage agreements		(17,964	)		(20,955	)
Net sales (purchases) of insurance contracts		13,841			(4,000	)
Purchases of mutual funds		(29,732	)		—
Sales of mutual funds		18,564			—
Proceeds from sale of intellectual property		—			60,000
Purchase of cost-method equity investments		—			(3,625	)
Increase in other assets		(1,932	)		(4,951	)
Net cash (used in) provided by investing activities		(34,569	)		66,105
FINANCING ACTIVITIES
Repayment of long-term debt		(562,500	)		(32,500	)
Payment of debt issuance cost		(2,446	)		(7,019	)
Payment of contingent consideration		—			(42,433	)
Payment of deferred acquisition consideration		(4,965	)		—
Net proceeds from issuance of common stock pursuant to employee stock plans		53,718			37,623
Excess tax benefit related to equity awards		4,134			4,437
Payment of minimum tax withholdings on net share settlements of equity awards		(9,163	)		(9,972	)
Net cash used in financing activities		(521,222	)		(49,864	)
Effect of exchange rate changes on cash and cash equivalents		(492	)		(1,203	)
Net (decrease) increase in cash and cash equivalents		(337,968	)		184,566
Cash and cash equivalents, beginning of period		822,490			560,430
Cash and cash equivalents, end of period	$	484,522		$	744,996

See accompanying notes.

6

HOLOGIC, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(all tabular amounts in thousands except per share data)

(1) Basis of Presentation

The consolidated financial statements of Hologic, Inc. (“Hologic” or the “Company”) presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and disclosures required by U.S. generally accepted accounting principles (“GAAP”). These financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended September 28, 2013 included in the Company’s Form 10-K filed with the SEC on November 26, 2013. In the opinion of management, the financial statements and notes contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate. Operating results for the three and six months ended March 29, 2014 are not necessarily indicative of the results to be expected for any other interim period or the entire fiscal year ending September 27, 2014.

Subsequent Events Consideration

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. There were no material recognized subsequent events recorded in the unaudited consolidated financial statements as of and for the three and six months ended March 29, 2014.

(2) Fair Value Measurements

Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company has an equity investment in a publicly-traded company and mutual funds, both of which are valued using quoted market prices, representing Level 1 assets. The Company has a payment obligation to the participants under its Nonqualified Deferred Compensation Plan (“DCP”). This liability is recorded at fair value based on the underlying value of certain hypothetical investments under the DCP as designated by each participant for their benefit. Since the value of the DCP obligation is based on market prices, the liability is classified within Level 1. In addition, in fiscal 2013, the Company had contingent consideration liabilities related to its acquisitions that were recorded at fair value and were based on Level 3 inputs (see Note 5(a)).

Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following at March 29, 2014:

			Fair Value at Reporting Date Using
	Balance as of March 29, 2014		Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities:
Equity security	$	15,859	$	15,859	$	—	$	—
Mutual funds		18,744		18,744		—		—
Total	$	34,603	$	34,603	$	—	$	—
Liabilities:
Deferred compensation liabilities	$	40,464	$	40,464	$	—	$	—
Contingent consideration		3,393		—		—		3,393
Total	$	43,857	$	40,464	$	—	$	3,393

7

Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3), which solely consisted of contingent consideration liabilities, were as follows:

	Three Months Ended						Six Months Ended
	March 29, 2014			March 30, 2013			March 29, 2014			March 30, 2013
Balance at beginning of period	$	3,647		$	93,000		$	3,780		$	86,368
Fair value adjustments		—			799			—			10,839
Payments		(254	)		(90,172	)		(387	)		(93,580	)
Balance at end of period	$	3,393		$	3,627		$	3,393		$	3,627

The contingent consideration liability at March 29, 2014 is related to the Company’s acquisition of Interlace Medical, Inc. (“Interlace”) and represents the remaining amounts withheld from payments made to the former stockholders of Interlace for legal indemnification provisions. As of the end of the second quarter of fiscal 2013, the Interlace contingent liability was no longer being remeasured as the final measurement period lapsed. The withheld amount is being used to pay qualifying legal expenses in connection with the litigation with Smith & Nephew, Inc. (“Smith & Nephew”) (see Note 5(b)).

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company remeasures the fair value of certain assets and liabilities upon the occurrence of certain events. Such assets are comprised of cost-method equity investments and long-lived assets, including property, plant and equipment, intangible assets and goodwill.

In the second quarter of fiscal 2014, the Company evaluated its MRI breast coils product line asset group, which is within its Breast Health segment, for impairment due to the Company’s current expectation that it will be sold or disposed of significantly before the end of its previously estimated useful life. The undiscounted cash flows expected to be generated by this asset group over its estimated remaining useful life were not sufficient to recover its carrying value. The Company has estimated the fair value of the asset group using market participant assumptions, which is based on underlying cash flow estimates, resulting in an impairment charge of $28.6 million. Pursuant to ASC 360, Property, Plant, and Equipment-Other, subtopic 10-35-28, the impairment charge has been allocated to the long-lived assets, with $27.1 million to intangible assets and $1.5 million to property and equipment. The property and equipment charge has been recorded to cost of product revenues and general and administrative expenses in the amounts of $0.3 million and $1.2 million, respectively. The estimated fair value of this asset group is subject to change and additional charges may be recorded in the future. The Company believes this adjustment falls within Level 3 of the fair value hierarchy.

In the first quarter of fiscal 2014, the Company recorded a $3.1 million impairment charge to record certain of its buildings at fair value related to the Hitec organic photoconductor manufacturing line shutdown (see Note 3). The Company believes this adjustment falls within Level 3 of the fair value hierarchy.

The Company holds certain cost-method equity investments in non-publicly traded securities aggregating $8.7 million and $12.6 million at March 29, 2014 and September 28, 2013, respectively, which are included in other long-term assets on the Company’s Consolidated Balance Sheets. These investments are generally carried at cost, less any write-downs for other-than-temporary impairment charges. To determine the fair value of these investments, the Company uses all available financial information related to the entities, including information based on recent or pending third-party equity investments in these entities. In certain instances, a cost method investment’s fair value is not estimated as there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment and to do so would be impractical. In the three and six month periods ended March 29, 2014, the Company recorded other-than-temporary impairment charges of $3.0 million and $3.7 million, respectively, related to its cost-method equity investments. In the second quarter of fiscal 2013, the Company recorded an other-than-temporary impairment charge of $1.7 million related to one of these investments. These represent Level 3 measurements.

8

The following chart depicts the level of inputs within the fair value hierarchy used to estimate the fair value of assets measured on a nonrecurring basis for which the Company recorded impairment charges in fiscal 2014:

			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Market for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Fiscal 2014:
Intangible assets	$	18,272			$	18,272	$	(27,089	)
Property and equipment		1,015				1,015		(1,505	)
Buildings		1,388				1,388		(3,132	)
Cost-method equity investments		778				778		(3,705	)
							$	(35,431	)

Disclosure of Fair Value of Financial Instruments

The Company’s financial instruments mainly consist of cash and cash equivalents, accounts receivable, marketable securities, cost-method equity investments, insurance contracts, DCP liability, accounts payable and debt obligations. The carrying amounts of the Company’s cash equivalents, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company’s marketable securities are recorded at fair value. The carrying amount of the insurance contracts are recorded at the cash surrender value, as required by U.S. GAAP, which approximates fair value, and the related DCP liability is recorded at fair value. The Company believes the carrying amounts of its cost-method equity investments approximate fair value.

Amounts outstanding under the Company’s Credit Agreement of $2.08 billion aggregate principal are subject to variable rates of interest based on current market rates, and as such, the Company believes the carrying amount of these obligations approximates fair value. The Company’s Senior Notes had a fair value of approximately $1.06 billion as of March 29, 2014 based on their trading price, representing a Level 1 measurement. The fair value of the Company’s Convertible Notes is based on the trading prices of the respective notes at the dates noted and represents a Level 1 measurement. Refer to Note 4 for the carrying amounts of the various components of the Company’s debt.

The estimated fair values of the Company’s Convertible Notes were as follows:

	March 29, 2014		September 28, 2013
2007 Notes	$	—	$	405,000
2010 Notes		507,800		510,800
2012 Notes		502,800		518,800
2013 Notes		390,900		385,700
	$	1,401,500	$	1,820,300

As disclosed in Note 4, the Company redeemed the outstanding 2007 Notes in December 2013.

9

(3) Restructuring and Divestiture Charges

The Company evaluates its operations for opportunities to improve operational effectiveness and efficiency, including facility and operations consolidation, and to better align expenses with revenues. As a result of these assessments, the Company has undertaken various restructuring actions which are described below. The following table displays charges taken related to restructuring actions in fiscal 2014, 2013 and 2012 and a rollforward of the charges to the accrued balances as of March 29, 2014:

Restructuring and Divestiture Charges	Consolidation of     Diagnostics Operations			Closure of     Indianapolis     Facility			Fiscal 2014     Actions		Fiscal 2013     Actions			Other Operating Cost     Reductions			Total
Fiscal 2012 charges:
Non-cash impairment charge	$	585		$	—		$	—	$	—		$	—		$	585
Purchase orders and other contractual obligations		—			—			—		—			351			351
Workforce reductions		14,202			879			—		—			168			15,249
Facility closure costs		—			—			—		—			430			430
Other		—			900			—		—			—			900
Fiscal 2012 restructuring and divestiture charges	$	14,787		$	1,779		$	—	$	—		$	949		$	17,515
Fiscal 2013 charges:
Workforce reductions	$	13,950		$	4,805		$	—	$	11,332		$	1,127		$	31,214
Facility closure costs		—			173			—		—			377			550
Other		—			651			—		42			236			929
Fiscal 2013 restructuring charges	$	13,950		$	5,629		$	—	$	11,374		$	1,740		$	32,693
Divestiture net charges																112
Fiscal 2013 restructuring and divestiture charges															$	32,805
Fiscal 2014 charges:
Workforce reductions	$	1,671		$	238		$	15,948	$	932		$	7,194		$	25,983
Property impairment		—			—			—		—			3,132			3,132
Facility closure costs		—			445			—		—			—			445
Other		—			—			—		—			128			128
Fiscal 2014 restructuring charges	$	1,671		$	683		$	15,948	$	932		$	10,454		$	29,688
Divestiture net charges																221
Fiscal 2014 restructuring and divestiture charges															$	29,909
Rollforward of Accrued Restructuring
Fiscal 2012 charges	$	14,787		$	1,779		$	—	$	—		$	949		$	17,515
Non-cash impairment charges		(585	)		—			—		—			—			(585	)
Stock-based compensation		(3,500	)		—			—		—			—			(3,500	)
Severance payments		(2,423	)		—			—		—			(206	)		(2,629	)
Other payments		—			—			—		—			(781	)		(781	)
Acquired		83			—			—		—			—			83
Foreign exchange and other adjustments		22			—			—		—			91			113
Balance at September 29, 2012	$	8,384		$	1,779		$	—	$	—		$	53		$	10,216
Fiscal 2013 restructuring charges	$	13,950		$	5,629			—	$	11,374		$	1,740		$	32,693
Stock-based compensation		(6,322	)		—			—		(1,595	)		—			(7,917	)
Non-cash impairment charges		—			—			—		—			(54	)		(54	)
Severance payments		(13,068	)		(3,048	)		—		(4,425	)		(897	)		(21,438	)
Other payments		—			(566	)		—		(25	)		(560	)		(1,151	)

10

Rollforward of Accrued Restructuring	Consolidation of     Diagnostics Operations			Closure of     Indianapolis     Facility			Fiscal 2014     Actions			Fiscal 2013     Actions			Other Operating Cost     Reductions			Total
Foreign exchange and other adjustments		(2	)		—			—			(14	)		6			(10	)
Balance at September 28, 2013	$	2,942		$	3,794		$	—		$	5,315		$	288		$	12,339
Fiscal 2014 restructuring charges	$	1,671		$	683		$	15,948		$	932		$	10,454		$	29,688
Stock-based compensation		—			—			(4,731	)		(30	)		—			(4,761	)
Non-cash impairment charges		—			—			—			—			(3,132	)		(3,132	)
Severance payments		(421	)		(3,946	)		(6,123	)		(4,176	)		(1,322	)		(15,988	)
Other payments		—			(353	)		—			(9	)		(128	)		(490	)
Foreign exchange and other adjustments		—			—			—			(3	)		5			2
Balance at March 29, 2014	$	4,192		$	178		$	5,094		$	2,029		$	6,165		$	17,658

Consolidation of Diagnostics Operations

In connection with its acquisition of Gen-Probe Incorporated (“Gen-Probe”), the Company implemented restructuring actions to consolidate its Diagnostics operations, including streamlining product development initiatives, reducing overlapping functional areas in sales, marketing and general and administrative functions, and consolidating manufacturing resources, field services and support. As a result, the Company terminated certain employees from Gen-Probe and its legacy diagnostics business in research and development, sales, marketing, and general and administrative functions. The Company recorded severance and benefit charges in fiscal 2012 of $13.3 million related to this action pursuant to ASC 420, Exit or Disposal Cost Obligations (ASC 420). The majority of these employees ceased working in the fourth quarter of fiscal 2012, and their full severance charge was recorded in the fourth quarter of fiscal 2012. In addition, certain of the terminated Gen-Probe employees had unvested stock options, which were accelerated at termination pursuant to the stock options’ original terms. As such, the severance charges in fiscal 2012 include $3.5 million of stock-based compensation expense. In fiscal 2013, the Company recorded $10.8 million of severance charges, including $6.3 million for stock-based compensation. Included in these charges is $9.7 million recorded in the second quarter of fiscal 2013 related to the termination of certain Gen-Probe executives, including Carl Hull, Gen-Probe’s former Chairman, President and Chief Executive Officer. The charge was for the acceleration of certain retention payments and equity awards pursuant to the original terms of the related agreements. No additional charges were recorded in fiscal 2014 under this portion of the action. The Company recorded $9.7 million and $10.5 million of severance charges in the three and six months ended March 30, 2013, respectively.

In addition, the Company is in the process of moving its legacy molecular diagnostics operations from Madison, Wisconsin to Gen-Probe’s facilities in San Diego, California. This transfer is expected to be finalized by the end of fiscal 2014 and, as a result, many of the employees in Madison will be terminated. The Company is recording severance and benefit charges pursuant to ASC 420 and estimates the total severance and benefits charge to be approximately $7.3 million, which is being recorded ratably over the estimated service period of the affected employees. The Company recorded $0.9 million and $1.7 million in the three and six months ended March 29, 2014, respectively, and $1.0 million and $2.0 million in the three and six months ended March 30, 2013, respectively. In fiscal 2013 and 2012, the Company recorded $3.2 million and $0.9 million, respectively, for severance and benefits related to this action.

Closure of Indianapolis Facility

In the fourth quarter of fiscal 2012, the Company finalized its decision to transfer production of the majority of its interventional breast products, which are included within the Breast Health reporting segment, from its Indianapolis, Indiana facility to its facility in Costa Rica. The transfer was completed in the first quarter of fiscal 2014, and the termination of employees at the Indianapolis location was completed. The Company recorded severance and benefit charges pursuant to ASC 420 and the total severance and benefits charge under this action was $5.9 million, which was recorded ratably over the required service period of the affected employees. The Company recorded severance and benefits charges of $0.2 million in the first quarter of fiscal 2014. The Company recorded severance and benefit charges of $1.5 million and $3.0 million in the three and six months ended March 30, 2013, respectively. In fiscal 2013 and 2012, the Company recorded $4.8 million and $0.9 million, respectively, for severance and benefits related to this action. In addition, the Company recorded charges of $0.4 million in the first quarter of fiscal 2014 related to the termination of its lease and remaining lease payments as of the cease-use date. The Company also recorded miscellaneous charges of $0.8 million in fiscal 2013 and $0.9 million in fiscal 2012 for amounts owed to the state of Indiana for employment credits. This action is complete and no additional charges will be recorded.

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Fiscal 2014 Actions

During the first quarter of fiscal 2014, the Company implemented a cost reduction initiative comprised of reducing headcount and evaluating research projects and operating costs. In connection with this plan, the Company terminated certain employees on a worldwide basis. The Company recorded the severance and benefit charges pursuant to ASC 420 and ASC 712, Compensation-Nonretirement Postemployment Benefits (ASC 712), depending on the nature of the benefits. The Company recorded $6.3 million of severance and benefit charges in the first quarter of fiscal 2014, which includes $0.4 million of stock-based compensation.

On December 6, 2013, Stephen P. MacMillan was appointed as President, Chief Executive Officer and a director of the Company. The employment of John W. Cumming, the Company’s prior President and Chief Executive Officer, terminated upon Mr. MacMillan’s appointment. The Company provided separation benefits to Mr. Cumming pursuant to his employment letter dated July 18, 2013 resulting in a charge of $6.6 million in the first quarter of fiscal 2014, which included $4.4 million of stock-based compensation related to the acceleration of all of Mr. Cumming’s outstanding equity awards in accordance with the existing terms of Mr. Cumming’s share based payment arrangements. An additional $0.2 million was recorded in the second quarter of fiscal 2014.

In the second quarter of fiscal 2014, the Company terminated certain executives and employees and recorded severance and benefit charges of $3.0 million pursuant to ASC 712.

Fiscal 2013 Actions

During the third quarter of fiscal 2013, the Company implemented a cost reduction initiative comprised of reducing headcount and evaluating research projects and operating costs. In connection with this plan, the Company terminated certain employees on a worldwide basis. The Company primarily recorded severance and benefit charges pursuant to ASC 420, and the total severance and benefits charge was $5.4 million related to this plan. For those employees who continued to be employed beyond the minimum retention period, charges were recorded ratably over the estimated service period of the affected employees. The Company recorded severance and benefit charges of $0.2 million and $0.9 million in the three and six months ended March 29, 2014, respectively. The Company recorded $4.6 million of severance and benefit charges in the second half of fiscal 2013 related to this action.

During the fourth quarter of fiscal 2013, Robert A. Cascella resigned as the Company’s President and Chief Executive Officer and as a member of the Board of Directors of the Company, and effective at the same time, Mr. Cumming was appointed as the Company’s President and Chief Executive Officer. In connection with this management change, additional headcount reductions were implemented. As a result of this action, the Company recorded $6.8 million in the fourth quarter of fiscal 2013 for severance and benefits charges. All employees were notified prior to September 28, 2013 and primarily ceased employment in the fourth quarter of fiscal 2013. The severance and benefit charges were recorded pursuant to ASC 712 for those employees with contractual arrangements and under ASC 420 for the remainder of the affected employees. In addition to the acceleration of stock options pursuant to the stock options’ original terms for certain employees, the Company also modified the terms of equity awards to certain employees resulting in aggregate stock-based compensation charges of $1.4 million recorded in the fourth quarter of fiscal 2013.

Other Operating Cost Reductions:

Hitec-Imaging Organic Photoconductor Manufacturing Line Shut-down

In the fourth quarter of fiscal 2013, in connection with the Company’s cost reduction initiatives, the Company decided to shut-down its Hitec-Imaging organic photoconductor manufacturing line located in Germany. This production line is included within the Breast Health segment. As a result, the Company terminated certain employees, primarily in manufacturing, in fiscal 2014. During the first quarter of fiscal 2014, the Company completed its negotiations with the local Works Council to determine severance benefits for the approximately 95 affected employees. The Company is recording severance and benefit charges pursuant to ASC 420 and estimates the severance and related charges will be approximately $9.1 million. The Company recorded charges of $7.3 million in the second quarter of fiscal 2014 in connection with terminating these employees. Additional charges will be recorded in fiscal 2014 and 2015 based on the terms of the benefit arrangements to certain employees.

In the first quarter of fiscal 2014, the Company recorded an impairment charge of $3.1 million to record certain buildings at this location in Germany to their estimated fair value. This charge is included within restructuring and divestiture charges.

Consolidation of Selenium Panel Coating Production

During the third quarter of fiscal 2012, the Company finalized its decision to consolidate its Selenium panel coating process and transfer the production line to its Newark, Delaware facility from its Hitec-Imaging German subsidiary. This production line is included within the Breast Health segment. The transfer was completed in the fourth quarter of fiscal 2013. In connection with this consolidation plan, the Company terminated certain employees, primarily manufacturing personnel. Severance charges were recorded pursuant to ASC 420. The termination communications began in January 2013 and the Company recorded severance charges of $0.6 million in the second quarter of fiscal 2013. In connection with this action, the Company recorded severance charges of $1.1 million in fiscal 2013.

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Divestitures

In the fourth quarter of fiscal 2013, the Company designated the assets of its Elucigene product line as assets held-for-sale, and recorded a charge of $0.7 million to record the assets at fair value. In the first quarter of fiscal 2014, the Company finalized the sale of the assets for $2.8 million, resulting in additional charges of $0.2 million for the six months ended March 29, 2014. At September 28, 2013, assets held-for-sale consisted of inventory and certain equipment valued at $2.4 million and goodwill of $0.6 million.

The Company completed the sale of its Lifecodes business and recorded a net gain of $0.9 million in the second quarter of fiscal 2013. For the year ended September 28, 2013, the Company recorded a charge of $0.3 million related to the disposition of certain other assets held-for-sale.

(4) Borrowings and Credit Arrangements

The Company’s borrowings consisted of the following:

	March 29, 2014		September 28, 2013
Current debt obligations, net of debt discount:
Term Loan A	$	74,628	$	49,713
Term Loan B		14,869		113,966
Convertible Notes		—		400,133
Total current debt obligations		89,497		563,812
Long-term debt obligations, net of debt discount:
Term Loan A		845,782		894,834
Term Loan B		1,127,581		1,159,272
Senior Notes		1,000,000		1,000,000
Convertible Notes		1,210,595		1,187,992
Total long-term debt obligations		4,183,958		4,242,098
Total debt obligations	$	4,273,455	$	4,805,910

Credit Agreement

On October 31, 2013, the Company voluntarily pre-paid $100.0 million of its Term Loan B facility, which was reflected in current debt obligations as of September 28, 2013. Pursuant to ASC 470, Debt (ASC 470), the Company recorded a debt extinguishment loss of $2.9 million in the first quarter of fiscal 2014 to write-off the pro-rata amount of unamortized debt discount and deferred issuance costs related to this voluntary prepayment.

On February 26, 2014, the Company, the Guarantors, Goldman Sachs, and the Lenders entered into Refinancing Amendment No. 3 to the credit and guaranty agreement among the parties (as amended, the “Credit Agreement”). The Refinancing Amendment No. 3 refinanced the Company’s existing senior secured tranche B term loan facility (the “Existing Term Loan B”) with a new senior secured tranche B term loan facility (the “New Term Loan B”) with an issue price of 99.875% of the principal amount of the Existing Term Loan B (subject also to the prepayment referenced below). This amendment resulted in a 50 basis point reduction in the interest rate on the New Term Loan B as of the Refinancing Amendment No. 3 closing date. Amounts outstanding under the New Term Loan B will bear interest, at the Company’s option: (A) at the Base Rate, with a floor of 1.75%, plus 1.50% per annum, or (B) at the Adjusted Eurodollar Rate (i.e., the Libor rate), with a floor of 0.75% plus 2.50% per annum. In addition, the Company voluntarily prepaid $25.0 million of the New Term Loan B.

Pursuant to ASC 470, the accounting for this refinancing is required to be evaluated on a creditor-by-creditor basis to determine whether each transaction should be accounted for as a modification or extinguishment. Certain creditors under the Credit Agreement did not participate in this refinancing transaction and ceased being creditors of the Company, and certain creditors reduced their positions. As a result, the Company recorded a debt extinguishment loss of $4.4 million in the second quarter of fiscal 2014 to write-off the pro-rata amount of unamortized debt discount and deferred issuance costs related to these creditors. For the remainder of the creditors, this transaction has been accounted for as a modification because the present value of the cash flows on a creditor-by-creditor basis between the two debt instruments was less than 10%. Pursuant to ASC 470, subtopic 50-40, third-party costs of $1.0 million related to this transaction were expensed.

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Borrowings outstanding under the Credit Agreement for the three and six months ended March 29, 2014 had weighted-average interest rates of 2.96% and 3.01%, respectively. The interest rates on the outstanding Term Loan A and Term Loan B borrowings at March 29, 2014 were 2.15% and 3.25%, respectively. Interest expense under the Credit Agreement totaled $19.2 million and $39.6 million for the three and six months ended March 29, 2014, respectively, which includes non-cash interest expense of $3.2 million and $6.5 million, respectively, related to the amortization of the deferred financing costs and accretion of the debt discount. Interest expense totaled $28.5 million and $58.6 million for the three and six months ended March 30, 2013, respectively, which includes non-cash interest expense of $4.1 million and $7.8 million related to the amortization of the deferred financing costs and accretion of the debt discount.

In the second quarter of fiscal 2013, the Company executed Refinancing Amendment No. 1 to the Credit Agreement which reduced the interest rate on the Term Loan A facility. Consistent with the accounting treatment noted above for Refinancing Amendment No. 3, in connection with this transaction, the Company recorded a debt extinguishment loss of $3.2 million and expensed $2.4 million of third-party costs to interest expense.

Senior Notes

The Company’s 6.25% senior notes due 2020 (the “Senior Notes”) mature on August 1, 2020 and bear interest at the rate of 6.25% per year, payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2013. The Company recorded interest expense of $16.0 million and $32.0 million in both the three and six month periods ended March 29, 2014 and March 30, 2013, respectively, which includes non-cash interest expense of $0.4 million and $0.8 million in both the three and six month periods ended March 29, 2014 and March 30, 2013, respectively, related to the amortization of the deferred financing costs.

Convertible Notes

On November 14, 2013, the Company announced that it had issued a notice of redemption to the holders of its 2.00% Convertible Senior Notes due 2037 (“2007 Notes”) to redeem any 2007 Notes outstanding on December 18, 2013 at a redemption price payable in cash equal to 100% of the principal amount of the 2007 Notes plus accrued and unpaid interest to, but not including, December 18, 2013. Holders of the 2007 Notes also had the option of putting the 2007 Notes to the Company as of December 13, 2013. The 2007 Notes were redeemed at their par value aggregating $405.0 million. Under ASC 470, the derecognition of the 2007 Notes did not result in a gain or loss as the fair value of the liability component of the 2007 Notes was determined to be equal to the consideration paid to redeem the 2007 Notes, and as a result, no value was allocated to the reacquisition of the conversion option.

Interest expense under the Convertible Notes is as follows:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
Amortization of debt discount	$	8,341	$	13,621	$	19,887	$	29,265
Amortization of deferred financing costs		413		790		1,063		1,698
Principal accretion		3,810		1,789		7,584		1,789
Non-cash interest expense		12,564		16,200		28,534		32,752
2.00% accrued interest		4,751		8,616		12,870		17,226
	$	17,315	$	24,816	$	41,404	$	49,978

(5) Commitments and Contingencies

(a) Contingent Earn-Out Payments

In connection with certain of its acquisitions, the Company incurred obligations to make contingent earn-out payments tied to performance criteria, principally revenue growth of the acquired businesses over a specified period.

In the first quarter of fiscal 2013, the Company made its final contingent consideration payment of $16.8 million to the former shareholders of Adiana, Inc., which was net of amounts withheld for qualifying legal costs, and its final contingent consideration payment of $3.4 million to the former shareholders of Sentinelle Medical Inc.

In connection with the Company’s acquisition of Interlace in fiscal 2011, the Company had an obligation to the former Interlace stockholders to make contingent payments over a two-year period. Pursuant to ASC 805, Business Combinations, the Company recorded its estimate of the fair value of the contingent consideration liability based on future revenue projections of the Interlace

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business. The final measurement period ended during the second quarter of fiscal 2013, resulting in a contingent consideration liability of $93.8 million. Of this amount, $86.9 million was paid to the former Interlace stockholders in the second quarter of fiscal 2013. The remainder was withheld for legal indemnification provisions and is being used to pay qualifying legal expenses. At March 29, 2014, the Company had accrued $3.4 million.

In connection with the Company’s acquisition of TCT International Co., Ltd. (“TCT”) in June 2011, the Company had an obligation to certain of the former TCT shareholders, based on future employment, to make contingent payments over a two year period. These earnouts were recorded as compensation expense ratably over the required service periods. The second and final earn-out period was completed in the third quarter of fiscal 2013, and the Company paid $87.4 million of this earn-out in the fourth quarter of fiscal 2013. The remaining $31.1 million of this earn-out was paid in the first quarter of fiscal 2014.

There was no contingent consideration expense recorded in the first six months of fiscal 2014. A summary of amounts recorded to the Consolidated Statements of Operations is as follows:

Statement of Operations Line Item – 3 Months Ended March 30, 2013	Interlace		TCT		Total
Contingent consideration – compensation expense	$	—	$	29,388	$	29,388
Contingent consideration – fair value adjustments		799		—		799
	$	799	$	29,388	$	30,187

Statement of Operations Line Item – 6 Months Ended March 30, 2013	Interlace		TCT		Total
Contingent consideration – compensation expense	$	—	$	58,874	$	58,874
Contingent consideration – fair value adjustments		10,839		—		10,839
	$	10,839	$	58,874	$	69,713

(b) Litigation and Related Matters

On June 9, 2010, Smith & Nephew filed suit against Interlace, which the Company acquired on January 6, 2011, in the United States District Court for the District of Massachusetts. The complaint alleged that the Interlace MyoSure hysteroscopic tissue removal device infringed U.S. patent 7,226,459. On November 22, 2011, Smith & Nephew filed suit against the Company in the United States District Court for the District of Massachusetts. The complaint alleged that use of the MyoSure hysteroscopic tissue removal system infringed U.S. patent 8,061,359. Both complaints sought permanent injunctive relief and unspecified damages. On September 4, 2012, following a two week trial, the jury returned a verdict of infringement of both the ‘459 and ‘359 patents and assessed damages of $4.0 million. A bench trial regarding the Company’s assertion of inequitable conduct on the part of Smith & Nephew with regard to the ‘359 patent was held on December 9, 2012 and oral arguments on the issue of inequitable conduct were presented on February 27, 2013. On June 27, 2013, the Court denied the Company’s motions related to inequitable conduct and allowed Smith & Nephew’s request for injunction, but ordered that enforcement of the injunction be stayed until final resolution, including appeal, of the current re-examinations of both patents at the United States Patent and Trademark Office (“USPTO”). The Court also rejected the jury’s damage award and ordered the parties to identify a mechanism for resolving the damages issue. On September 12, 2013, a status conference was held, and the Court invited the parties to submit briefs on the relevance of recent activity in the re-examinations at the USPTO. A hearing on this topic was held on October 29, 2013, and the parties are awaiting the Court’s ruling. The Company intends to file post-trial motions seeking to reverse the jury’s verdict. On January 14, 2014, the USPTO issued a final decision that the claims of the ‘459 patent asserted as part of the litigation are not patentable. The re-examination of the ‘359 patent is on-going. It is expected that patentability decisions made by the USPTO for both patents will proceed to appeal. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses.

On March 6, 2012, Enzo Life Sciences, Inc. (“Enzo”) filed suit against the Company in the United States District Court for the District of Delaware. The complaint alleged that certain of the Company’s molecular diagnostics products, including without limitation products based on its proprietary Invader chemistry, such as Cervista HPV HR and Cervista HPV 16/18, infringe Enzo’s U.S. patent 6,992,180. The complaint seeks permanent injunctive relief and unspecified damages. The Company was formally served with the complaint on July 3, 2012, and a trial is tentatively scheduled for the fall of 2015. In January 2012, Enzo filed suit against Gen-Probe in the United States District Court for the District of Delaware. The Gen-Probe complaint alleged that certain of Gen-Probe’s diagnostics products, including products that incorporate Gen-Probe’s patented HPA technology, such as the Aptima Combo 2 and Aptima HPV assays, infringe Enzo’s U.S. patent 6,992,180. On September 30, 2013, Enzo amended its list of accused products to include Prodesse, MilliPROBE, PACE and Procleix assays. The complaint seeks permanent injunctive relief and unspecified damages, and a trial is tentatively scheduled for the fall of 2015. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses.

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On October 29, 2013, the Interlace stockholder representatives filed a complaint in the Delaware Court of Chancery alleging breach of contract for issues related to the payment of contingent consideration under the Interlace acquisition agreement, and are seeking $14.7 million in additional payments. The Company believes that Interlace has been paid all amounts due under the acquisition agreement and the claims are without merit. The Company is currently preparing its answer to the complaint. At this time, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or range of estimates, of potential losses.

The Company is a party to various other legal proceedings and claims arising out of the ordinary course of its business. The Company believes that except for those described above there are no other proceedings or claims pending against it of which the ultimate resolution would have a material adverse effect on its financial condition or results of operations. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal costs are expensed as incurred.

(6) Sale of Makena

In fiscal 2008, the Company sold the rights of its Makena (formerly Gestiva) pharmaceutical product to K-V Pharmaceutical Company (“KV”) upon FDA approval of the then pending Makena new drug application. The Company executed certain amendments to this agreement that resulted in an increase in the total sales price to $199.5 million and a change in the timing of when payments were due to the Company. On February 3, 2011, the Company received FDA approval of Makena, and all rights to Makena were transferred to KV. The Company had received scheduled payments as required under the agreement until August 2012 when KV and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court. At that time, additional payments were still owed to the Company, and in December 2012 the Company and KV executed a settlement agreement, which released KV from all claims in consideration of a $60.0 million payment. The Company recorded this amount in the first quarter of fiscal 2013, net of certain costs, resulting in a gain of $53.9 million. The Company will receive no further payments from KV.

(7) Marketable Securities

The following reconciles the cost basis to the fair market value of the Company’s equity security that is classified as available-for-sale:

Period Ended:	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 29, 2014	$	5,931	$	9,928	$	—	$	15,859
September 28, 2013	$	5,931	$	12,156	$	—	$	18,087

(8) Net Loss Per Share

A reconciliation of basic and diluted share amounts is as follows:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
Basic weighted average common shares outstanding		274,589		268,175		273,648		267,259
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock units		—		—		—		—
Diluted weighted average common shares outstanding		274,589		268,175		273,648		267,259
Weighted-average anti-dilutive shares related to:
Outstanding stock options		7,950		8,081		7,575		9,104
Restricted stock units		517		1,037		733		1,059

As more fully discussed in Note 4, the Company has outstanding Convertible Notes. The Company’s policy is to net share settle its Convertible Notes, and any conversion premium, at the Company’s option, may be satisfied by issuing shares of common stock, cash or a combination of shares and cash. For all periods presented, shares potentially issuable for the conversion premium of the Convertible Notes were excluded from the calculation of earnings per share as their effect would have been anti-dilutive.

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(9) Stock-Based Compensation

The following presents stock-based compensation expense in the Company’s Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
Cost of revenues	$	2,133	$	1,723	$	3,643	$	3,557
Research and development		2,224		2,015		4,097		3,883
Selling and marketing		2,352		2,567		4,101		4,768
General and administrative		5,663		5,739		9,496		11,680
Restructuring and divestiture		—		6,969		4,761		7,191
	$	12,372	$	19,013	$	26,098	$	31,079

The Company granted approximately 2.2 million stock options during the six months ended March 29, 2014 and March 30, 2013 with weighted-average exercise prices of $21.85 and $19.91, respectively. There were 11.1 million options outstanding at March 29, 2014 with a weighted-average exercise price of $19.89.

The Company uses a binomial model to determine the fair value of its stock options. The weighted-average assumptions utilized to value these stock options are indicated in the following table:

	Three Months Ended						Six Months Ended
	March 29, 2014			March 30, 2013			March 29, 2014			March 30, 2013
Risk-free interest rate		1.3	%		0.5	%		1.2	%		0.5	%
Expected volatility		41.4	%		43.7	%		41.4	%		43.7	%
Expected life (in years)		4.5			4.4			4.4			4.4
Dividend yield		—			—			—			—
Weighted average fair value of options granted	$	7.82		$	5.83		$	7.65		$	6.99

The Company granted approximately 2.3 million and 1.9 million restricted stock units (RSUs) during the six months ended March 29, 2014 and March 30, 2013, respectively, with weighted-average grant date fair values of $21.53 and $19.86, respectively. As of March 29, 2014, there were 4.1 million unvested RSUs outstanding with a weighted-average grant date fair value of $20.29. The Company granted approximately 0.4 million performance stock units (PSUs) in the first quarter of fiscal 2014 to members of its senior management team, which have a weighted-average grant date fair value of $21.77. Each recipient of the PSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of three years provided the Company’s defined Return on Invested Capital metrics are achieved. The Company is recognizing compensation expense ratably over the required service period based on its estimate that it is probable the targeted number of shares will vest. If there is a change in the estimate of the number of shares that are probable of vesting, the Company will cumulatively adjust compensation expense in the period that the change in estimate is made.

In connection with appointing its new President and Chief Executive Officer in December 2013, the Company granted approximately 0.1 million market stock units (MSUs). The MSUs vest in three separate tranches in an amount of 1/3^rd of the total amount of the award based on the Company’s stock price meeting certain defined average stock prices for consecutive 30 trading day periods. These MSUs were valued at an average of $18.65 using the Monte Carlo simulation model and each tranche has its own derived service period. The Company is recognizing compensation expense under the accelerated method as prescribed by ASC 718, Compensation-Stock Compensation (ASC 718). In addition, per the terms of his employment agreement, the Company granted 0.2 million RSUs to match Mr. MacMillan’s purchase of 0.2 million shares of the Company’s common stock on the open market. The RSUs cliff vest three years from the date of grant, and the Company is accounting for this grant as a liability award pursuant to ASC 718 because this RSU award contains an additional vesting condition (the requirement that Mr. MacMillan retain the matching shares during the vesting period) that is not service, performance or market based.

At March 29, 2014, there was $32.2 million and $79.6 million of unrecognized compensation expense related to stock options and stock units (comprised of RSUs, MSUs and PSUs), respectively, to be recognized over a weighted-average period of 3.4 years and 3.0 years, respectively.

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(10) Other Balance Sheet Information

	March 29, 2014			September 28, 2013
Inventories
Raw materials	$	117,356		$	115,575
Work-in-process		59,635			51,171
Finished goods		133,989			122,617
	$	310,980		$	289,363
Property, plant and equipment
Equipment and software	$	334,178		$	318,473
Equipment under customer usage agreements		282,177			275,696
Building and improvements		173,930			171,469
Leasehold improvements		62,734			68,159
Land		51,662			51,633
Furniture and fixtures		16,972			22,628
		921,653			908,058
Less – accumulated depreciation and amortization		(449,499	)		(416,530	)
	$	472,154		$	491,528

(11) Business Segments and Geographic Information

The Company has four reportable segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. Certain reportable segments represent an aggregation of operating units within each segment. The Company measures and evaluates its reportable segments based on segment revenues and operating income adjusted to exclude the effect of non-cash charges, such as intangible asset amortization expense, intangible asset and goodwill impairment charges, contingent consideration charges, acquisition related fair value adjustments and integration expenses, restructuring and divestiture charges and other one-time or unusual items and related tax effects.

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Identifiable assets for the four principal operating segments consist of inventories, intangible assets, goodwill, and property, plant and equipment. The Company fully allocates depreciation expense to its four reportable segments. The Company has presented all other identifiable assets as corporate assets. There were no intersegment revenues during the three and six months ended March 29, 2014 and March 30, 2013. Segment information is as follows:

	Three Months Ended					Six Months Ended
	March 29, 2014		March 30, 2013			March 29, 2014		March 30, 2013
Total revenues:
Diagnostics	$	290,802	$	296,507		$	576,568	$	602,423
Breast Health		238,705		220,058			465,196		440,866
GYN Surgical		72,043		73,692			150,897		154,601
Skeletal Health		23,458		22,406			44,795		46,135
	$	625,008	$	612,663		$	1,237,456	$	1,244,025
Operating income (loss):
Diagnostics	$	15,243	$	(46,978	)	$	19,997	$	(32,683	)
Breast Health		25,818		47,892			69,667		92,837
GYN Surgical		6,579		2,241			17,702		2,863
Skeletal Health		2,610		2,387			4,169		5,754
	$	50,250	$	5,542		$	111,535	$	68,771
Depreciation and amortization:
Diagnostics	$	94,612	$	89,402		$	186,798	$	180,944
Breast Health		9,163		10,124			18,524		20,054
GYN Surgical		26,042		26,524			52,088		53,003
Skeletal Health		227		226			453		430
	$	130,044	$	126,276		$	257,863	$	254,431
Capital expenditures:
Diagnostics	$	14,841	$	13,464		$	25,097	$	27,318
Breast Health		2,275		5,910			4,080		9,490
GYN Surgical		2,194		2,171			3,980		4,916
Skeletal Health		40		28			182		206
Corporate		2,006		2,823			4,402		4,913
	$	21,356	$	24,396		$	37,741	$	46,843

	March 29, 2014		September 28, 2013
Identifiable assets:
Diagnostics	$	4,528,340	$	4,667,942
Breast Health		877,923		932,206
GYN Surgical		1,802,207		1,849,518
Skeletal Health		33,369		33,508
Corporate		1,120,556		1,517,649
	$	8,362,395	$	9,000,823

The Company had no customers with balances greater than 10% of accounts receivable as of March 29, 2014 or September 28, 2013, or any customer that represented greater than 10% of consolidated revenues during the three and six months ended March 29, 2014 and March 30, 2013.

The Company operates in the following major geographic areas as noted in the below chart. Revenue data is based upon customer location. Other than the United States, no single country accounted for more than 10% of consolidated revenues. The Company’s sales in Europe are predominantly derived from France, Germany and the United Kingdom. The Company’s sales in Asia-Pacific are predominantly derived from China, Australia and Japan. The “All others” designation includes Canada, Latin America and the Middle East.

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Revenues by geography as a percentage of total revenues were as follows:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
United States		74%		75%		74%		74%
Europe		15%		12%		15%		14%
Asia-Pacific		7%		9%		7%		8%
All others		4%		4%		4%		4%
		100%		100%		100%		100%

(12) Income Taxes

In accordance with ASC 740, Income Taxes (ASC 740), each interim period is considered integral to the annual period and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period. If, however, the entity is unable to reliably estimate its annual effective tax rate, then the actual effective tax rate for the year-to-date may be the best annual effective tax rate estimate. For the six months ended March 30, 2013, the Company determined that it was unable to make a reliable annual effective tax rate estimate due to the rate sensitivity as it related to its forecasted fiscal 2013 results. Therefore, the Company recorded a tax benefit for the six months ended March 30, 2013 based on the effective rate for the six months ended March 30, 2013.

The Company’s effective tax rate for the three and six month periods ended March 29, 2014 was a provision of 42.7% and 67.9%, respectively, on pre-tax losses, compared to a benefit of 30.7% and 40.8%, respectively, on pre-tax losses for the corresponding periods in the prior year. For the three and six months ended March 29, 2014, the effective tax rate differed from the statutory rate primarily due to unbenefited foreign losses. For the three months ended March 30, 2013, the tax rate benefit was less than the statutory rate primarily due to non-deductible contingent consideration expense related to TCT and Interlace, partially offset by the effect of the retroactively reinstated Federal research tax credit in the second quarter of fiscal 2013 and the domestic production activities deduction benefit. For the six months ended March 30, 2013, the tax rate benefit was higher than the statutory rate primarily due to a $19.0 million valuation allowance release related to capital losses which were utilized to offset capital gains generated during the year and the effect of the retroactively reinstated Federal Research tax credit in the second quarter of fiscal 2013, partially offset by non-deductible contingent consideration expense related to TCT and Interlace.

The Internal Revenue Service is examining the Company’s fiscal year 2011 consolidated federal income tax return and Gen-Probe’s consolidated federal income tax returns for calendar years 2010 through the 2012 acquisition date.

(13) Goodwill and Intangible Assets

Goodwill

A rollforward of goodwill activity by reportable segment from September 28, 2013 to March 29, 2014 is as follows:

	Diagnostics			Breast Health			GYN Surgical			Skeletal Health		Total
Balance at September 28, 2013	$	1,153,554		$	636,365		$	1,016,456		$	8,153	$	2,814,528
Disposition of a portion of a reporting unit		(221	)		—			—			—		(221	)
Tax adjustments		(323	)		—			—			—		(323	)
Foreign currency and other		(571	)		(3,292	)		(316	)		9		(4,170	)
Balance at March 29, 2014	$	1,152,439		$	633,073		$	1,016,140		$	8,162	$	2,809,814

20

Intangible Assets

Intangible assets consisted of the following:

Description	As of March 29, 2014				As of September 28, 2013
	Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization
Developed technology	$	3,969,132	$	1,237,076	$	4,008,947	$	1,094,435
In-process research and development		23,000		—		24,000		—
Customer relationships and contracts		1,101,860		340,541		1,101,870		296,481
Trade names		236,846		92,183		238,103		81,844
Patents		13,452		8,762		13,026		8,495
Business licenses		2,607		738		2,647		616
Non-competition agreements		—		—		296		296
	$	5,346,897	$	1,679,300	$	5,388,889	$	1,482,167

The Company recorded impairment charges of $26.6 million and $0.5 million to developed technology and trade names, respectively, in the second quarter of fiscal 2014. In addition, the Company periodically re-evaluates the lives of its definite-lived intangible assets, and in the second quarter of fiscal 2014 shortened the life of certain corporate trade names, which will be phased out.

The estimated remaining amortization expense as of March 29, 2014 for each of the five succeeding fiscal years is as follows:

Remainder of Fiscal 2014	$	229,551
Fiscal 2015	$	403,348
Fiscal 2016	$	374,672
Fiscal 2017	$	365,541
Fiscal 2018	$	355,044

(14) Product Warranties

Product warranty activity was as follows:

	Balance at Beginning of Period		Provisions		Settlements/ Adjustments			Balance at End of Period
Six Months Ended:
March 29, 2014	$	9,258	$	4,320	$	(5,058	)	$	8,520
March 30, 2013	$	6,179	$	5,328	$	(4,965	)	$	6,542

(15) New Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist. ASU 2013-11 amends the presentation requirements of ASC 740 and requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. To the extent the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. The ASU is effective for annual periods, and interim periods within those years, beginning after December 15, 2013, which is fiscal 2015 for the Company. The amendments are to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2013-11 on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which amends the guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift in operations, such as a disposal of a major line of business or geographic area, that has (or will have) a major effect on an entity’s financial results should be reported as discontinued operations. ASU 2014-08 also expands the disclosure requirements for discontinued operations and adds new disclosures for individually significant dispositions that do not qualify as discontinued operations. ASU 2014-08 is effective prospectively for fiscal years, and interim reporting periods within those

21

years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of ASU 2014-08 is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

(16) Supplemental Guarantor Condensed Consolidating Financials

The Company’s Senior Notes are fully and unconditionally and jointly and severally guaranteed by Hologic, Inc. (“Parent/Issuer”) and certain of its domestic subsidiaries, which are 100% owned by Hologic, Inc. The following represents the supplemental condensed financial information of Hologic, Inc. and its guarantor and non-guarantor subsidiaries, as of March 29, 2014 and September 28, 2013 and for the three and six months ended March 29, 2014 and March 30, 2013, as applicable.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	122,938		$	385,989		$	121,579		$	(109,371	)	$	521,135
Service and other		88,608			17,068			12,342			(14,145	)		103,873
		211,546			403,057			133,921			(123,516	)		625,008
Costs of revenues:
Product		58,047			145,665			91,383			(109,371	)		185,724
Amortization of intangible assets		1,397			74,619			867			—			76,883
Impairment of intangible assets		—			—			26,567			—			26,567
Service and other		51,109			13,893			2,865			(14,145	)		53,722
Gross Profit		100,993			168,880			12,239			—			282,112
Operating expenses:
Research and development		7,695			39,997			2,223			—			49,915
Selling and marketing		17,857			40,532			20,268			—			78,657
General and administrative		15,137			35,530			11,442			—			62,109
Amortization of intangible assets		1,115			26,865			1,120			—			29,100
Impairment of intangible assets		—			—			522			—			522
Restructuring and divestiture charges		1,656			2,331			7,572			—			11,559
		43,460			145,255			43,147			—			231,862
Income (loss) from operations		57,533			23,625			(30,908	)		—			50,250
Interest income		103			901			297			(1,152	)		149
Interest expense		(54,692	)		(308	)		(601	)		1,152			(54,449	)
Debt extinguishment loss		(4,437	)		—			—			—			(4,437	)
Other expense, net		(2,938	)		(186	)		(139	)		—			(3,263	)
(Loss) income before income taxes		(4,431	)		24,032			(31,351	)		—			(11,750	)
Provision (benefit) for income taxes		(1,753	)		4,664			2,104			—			5,015
Equity in earnings (losses) of subsidiaries		(14,087	)		1,028			—			13,059			—
Net (loss) income	$	(16,765	)	$	20,396		$	(33,455	)	$	13,059		$	(16,765	)

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SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	228,394		$	767,557		$	247,982		$	(210,416	)	$	1,033,517
Service and other		174,554			32,941			24,086			(27,642	)		203,939
		402,948			800,498			272,068			(238,058	)		1,237,456
Costs of revenues:
Product		110,920			284,425			177,673			(210,416	)		362,602
Amortization of intangible assets		2,794			148,728			2,027			—			153,549
Impairment of intangible assets		—			—			26,567			—			26,567
Service and other		93,429			21,535			19,708			(27,642	)		107,030
Gross Profit		195,805			345,810			46,093			—			587,708
Operating expenses:
Research and development		15,212			78,848			4,524			—			98,584
Selling and marketing		35,783			83,307			42,824			—			161,914
General and administrative		29,793			77,024			23,111			—			129,928
Amortization of intangible assets		1,894			51,028			2,394			—			55,316
Impairment of intangible assets		—			—			522			—			522
Restructuring and divestiture charges		6,646			12,087			11,176			—			29,909
		89,328			302,294			84,551			—			476,173
Income (loss) from operations		106,477			43,516			(38,458	)		—			111,535
Interest income		202			1,206			491			(1,394	)		505
Interest expense		(115,346	)		(616	)		(1,171	)		1,394			(115,739	)
Debt extinguishment loss		(7,377	)		—			—			—			(7,377	)
Other (expense) income, net		6,627			(9,530	)		810			—			(2,093	)
(Loss) income before income taxes		(9,417	)		34,576			(38,328	)		—			(13,169	)
Provision (benefit) for income taxes		(1,812	)		6,224			4,535			—			8,947
Equity in earnings (losses) of subsidiaries		(14,511	)		11,116			—			3,395			—
Net (loss) income	$	(22,116	)	$	39,468		$	(42,863	)	$	3,395		$	(22,116	)

23

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	100,614		$	396,913		$	121,340		$	(102,751	)	$	516,116
Service and other		81,176			21,320			9,535			(15,484	)		96,547
		181,790			418,233			130,875			(118,235	)		612,663
Costs of revenues:
Product		52,488			169,259			88,231			(102,751	)		207,227
Amortization of intangible assets		1,309			73,374			1,050			—			75,733
Service and other		40,620			16,828			8,413			(15,484	)		50,377
Gross profit		87,373			158,772			33,181			—			279,326
Operating expenses:
Research and development		7,234			39,973			2,414			—			49,621
Selling and marketing		20,484			45,237			22,893			—			88,614
General and administrative		16,716			38,631			8,886			—			64,233
Amortization of intangible assets		777			26,687			1,203			—			28,667
Contingent consideration – compensation expense		29,388			—			—			—			29,388
Contingent consideration – fair value adjustments		799			—			—			—			799
Restructuring and divestiture charges		164			10,600			3,092			(1,394	)		12,462
		75,562			161,128			38,488			(1,394	)		273,784
Income (loss) from operations		11,811			(2,356	)		(5,307	)		1,394			5,542
Interest income		99			36			72			—			207
Interest expense		(75,238	)		(309	)		(502	)		—			(76,049	)
Debt extinguishment loss		(3,247	)		—			—			—			(3,247	)
Other (expense) income, net		1,638			(3,073	)		1,247			(13	)		(201	)
(Loss) income before income taxes		(64,937	)		(5,702	)		(4,490	)		1,381			(73,748	)
(Benefit) provision for income taxes		(14,842	)		(8,081	)		279			—			(22,644	)
Equity in earnings (losses) of subsidiaries		(1,009	)		2,459			—			(1,450	)		—
Net (loss) income	$	(51,104	)	$	4,838		$	(4,769	)	$	(69	)	$	(51,104	)

24

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	198,657		$	774,736		$	254,415		$	(178,438	)	$	1,049,370
Service and other		159,136			44,409			19,407			(28,297	)		194,655
		357,793			819,145			273,822			(206,735	)		1,244,025
Costs of revenues:
Product		106,008			331,988			169,996			(178,438	)		429,554
Amortization of intangible assets		2,615			146,291			2,114			—			151,020
Service and other		78,998			33,585			18,166			(28,297	)		102,452
Gross profit		170,172			307,281			83,546			—			560,999
Operating expenses:
Research and development		14,652			81,726			4,752			—			101,130
Selling and marketing		41,257			92,602			49,198			—			183,057
General and administrative		32,036			69,647			16,941			—			118,624
Amortization of intangible assets		1,455			53,336			2,402			—			57,193
Contingent consideration – compensation expense		58,874			—			—			—			58,874
Contingent consideration – fair value adjustments		10,839			—			—			—			10,839
Gain on sale of intellectual property		—			(53,884	)		—			—			(53,884	)
Restructuring and divestiture charges		385			13,886			3,518			(1,394	)		16,395
		159,498			257,313			76,811			(1,394	)		492,228
Income from operations		10,674			49,968			6,735			1,394			68,771
Interest income		230			78			159			—			467
Interest expense		(146,492	)		(623	)		(1,015	)		—			(148,130	)
Debt extinguishment loss		(3,247	)		—			—			—			(3,247	)
Other income (expense), net		1,757			(7,119	)		6,427			(27	)		1,038
(Loss) income before income taxes		(137,078	)		42,304			12,306			1,367			(81,101	)
(Benefit) provision for income taxes		(26,589	)		(11,195	)		4,669			—			(33,115	)
Equity in earnings (losses) of subsidiaries		62,503			13,393			—			(75,896	)		—
Net (loss) income	$	(47,986	)	$	66,892		$	7,637		$	(74,529	)	$	(47,986	)

25

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the Three Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net (loss) income	$	(16,765	)	$	20,396		$	(33,455	)	$	13,059	$	(16,765	)
Changes in foreign currency translation adjustment		—			26			(5,789	)		—		(5,763	)
Changes in unrealized holding gain on available-for-sale securities		—			(1,048	)		—			—		(1,048	)
Comprehensive (loss) income	$	(16,765	)	$	19,374		$	(39,244	)	$	13,059	$	(23,576	)

For the Six Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net (loss) income	$	(22,116	)	$	39,468		$	(42,863	)	$	3,395	$	(22,116	)
Changes in foreign currency translation adjustment		—			115			(7,066	)		—		(6,951	)
Changes in unrealized holding gain on available-for-sale securities		—			(2,228	)		—			—		(2,228	)
Changes in pension plans, net of taxes		—			—			(615	)		—		(615	)
Comprehensive (loss) income	$	(22,116	)	$	37,355		$	(50,544	)	$	3,395	$	(31,910	)

For the Three Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(51,104	)	$	4,838		$	(4,769	)	$	(69	)	$	(51,104	)
Changes in foreign currency translation adjustment		—			(341	)		(7,947	)		—			(8,288	)
Changes in unrealized holding gain on available-for-sale securities		—			2,687			—			—			2,687
Comprehensive (loss) income	$	(51,104	)	$	7,184		$	(12,716	)	$	(69	)	$	(56,705	)

For the Six Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(47,986	)	$	66,892	$	7,637		$	(74,529	)	$	(47,986	)
Changes in foreign currency translation adjustment		—			236		(6,555	)		—			(6,319	)
Changes in unrealized holding gain on available-for-sale securities		—			2,130		—			—			2,130
Comprehensive (loss) income	$	(47,986	)	$	69,258	$	1,082		$	(74,529	)	$	(52,175	)

26

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

March 29, 2014

	Parent/ Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	139,343	$	242,863	$	102,316	$	—		$	484,522
Restricted cash		—		—		5,857		—			5,857
Accounts receivable, net		108,850		177,540		101,243		—			387,633
Inventories		83,479		172,075		55,426		—			310,980
Deferred income tax assets		14,907		18,591		900		—			34,398
Prepaid income taxes		—		2,583		957		(3,540	)		—
Prepaid expenses and other current assets		19,252		13,445		8,473		—			41,170
Intercompany receivables		—		2,576,516		47,579		(2,624,095	)		—
Total current assets		365,831		3,203,613		322,751		(2,627,635	)		1,264,560
Property, plant and equipment, net		28,596		343,091		100,467		—			472,154
Intangible assets, net		16,011		3,585,729		65,857		—			3,667,597
Goodwill		282,448		2,391,294		136,072		—			2,809,814
Other assets		98,195		48,226		1,849		—			148,270
Long term intercompany receivables		—		144,000		—		(144,000	)		—
Investment in subsidiaries		8,648,043		199,081		280		(8,847,404	)		—
Total assets	$	9,439,124	$	9,915,034	$	627,276	$	(11,619,039	)	$	8,362,395
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	89,497	$	—	$	—	$	—		$	89,497
Accounts payable		27,969		29,867		10,361		—			68,197
Accrued expenses		136,690		67,889		47,515		(3,807	)		248,287
Deferred revenue		105,712		8,062		30,928		—			144,702
Intercompany payables		2,576,709		—		50,145		(2,626,854	)		—
Total current liabilities		2,936,577		105,818		138,949		(2,630,661	)		550,683
Long-term debt, net of current portion		4,183,958		—		—		—			4,183,958
Deferred income tax liabilities		78,567		1,361,467		10,308		—			1,450,342
Deferred service obligations – long-term		8,855		3,750		9,853		—			22,458
Long-term intercompany payables		144,000		—		—		(144,000	)		—
Other long-term liabilities		107,064		32,844		34,943		—			174,851
Total stockholders’ equity		1,980,103		8,411,155		433,223		(8,844,378	)		1,980,103
Total liabilities and stockholders’ equity	$	9,439,124	$	9,915,034	$	627,276	$	(11,619,039	)	$	8,362,395

27

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

September 28, 2013

	Parent/ Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	321,523	$	387,422	$	113,545	$	—		$	822,490
Restricted cash		—		—		6,914		—			6,914
Accounts receivable, net		126,036		174,433		108,804		—			409,273
Inventories		81,924		146,678		60,761		—			289,363
Deferred income tax assets		—		19,042		494		(19,536	)		—
Prepaid income taxes		47,131		2,303		—		(4,689	)		44,745
Prepaid expenses and other current assets		16,246		21,112		11,003		—			48,361
Intercompany receivables		—		2,442,502		31,949		(2,474,451	)		—
Other current assets – assets held-for-sale		—		—		2,997		—			2,997
Total current assets		592,860		3,193,492		336,467		(2,498,676	)		1,624,143
Property, plant and equipment, net		29,313		356,736		105,479		—			491,528
Intangible assets, net		19,925		3,784,987		101,810		—			3,906,722
Goodwill		283,038		2,390,939		140,551		—			2,814,528
Other assets		103,548		58,446		1,908		—			163,902
Investments in subsidiaries		8,667,620		129,016		2,296		(8,798,932	)		—
Total assets	$	9,696,304	$	9,913,616	$	688,511	$	(11,297,608	)	$	9,000,823
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	563,812	$	—	$	—	$	—		$	563,812
Accounts payable		27,865		42,661		10,008		—			80,534
Accrued expenses		152,950		79,629		44,319		(4,967	)		271,931
Deferred revenue		93,306		7,958		31,055		—			132,319
Deferred income tax liabilities		59,346		—		—		(19,536	)		39,810
Intercompany payables		2,418,089		—		64,411		(2,482,500	)		—
Total current liabilities		3,315,368		130,248		149,793		(2,507,003	)		1,088,406
Long-term debt, net of current portion		4,242,098		—		—		—			4,242,098
Deferred income tax liabilities		89,085		1,435,522		10,699		—			1,535,306
Deferred service obligations – long-term		11,251		3,511		12,864		(2,170	)		25,456
Other long-term liabilities		96,990		37,598		33,456		—			168,044
Total stockholders’ equity		1,941,512		8,306,737		481,699		(8,788,435	)		1,941,513
Total liabilities and stockholders’ equity	$	9,696,304	$	9,913,616	$	688,511	$	(11,297,608	)	$	9,000,823

28

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended March 29, 2014

	Parent/ Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	$	343,410		$	(122,511	)	$	(2,584	)	$	—	$	218,315
INVESTING ACTIVITIES
Proceeds from sale of business, net		—			—			2,431			—		2,431
Purchase of property and equipment		(5,643	)		(9,635	)		(4,499	)		—		(19,777	)
Increase in equipment under customer usage agreements		(453	)		(10,546	)		(6,965	)		—		(17,964	)
Net sales of insurance contracts		13,841			—			—			—		13,841
Purchases of mutual funds		(29,732	)		—			—			—		(29,732	)
Sales of mutual funds		18,564			—			—			—		18,564
(Increase) decrease in other assets		(945	)		(1,981	)		994			—		(1,932	)
Net cash used in investing activities		(4,368	)		(22,162	)		(8,039	)		—		(34,569	)
FINANCING ACTIVITIES
Repayment of long-term debt		(562,500	)		—			—			—		(562,500	)
Payment of debt issuance costs		(2,446	)		—			—			—		(2,446	)
Payment of deferred acquisition consideration		(4,965	)		—			—			—		(4,965	)
Net proceeds from issuance of common stock pursuant to employee stock plans		53,718			—			—			—		53,718
Excess tax benefit related to equity awards		4,134			—			—			—		4,134
Payment of minimum tax withholdings on net share settlement of equity awards		(9,163	)		—			—			—		(9,163	)
Net cash used in financing activities		(521,222	)		—			—			—		(521,222	)
Effect of exchange rate changes on cash and cash equivalents		—			114			(606	)		—		(492	)
Net decrease in cash and cash equivalents		(182,180	)		(144,559	)		(11,229	)		—		(337,968	)
Cash and cash equivalents, beginning of period		321,523			387,422			113,545			—		822,490
Cash and cash equivalents, end of period	$	139,343		$	242,863		$	102,316		$	—	$	484,522

29

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended March 30, 2013

	Parent/ Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
OPERATING ACTIVITIES
Net cash provided by operating activities	$	65,009		$	72,387		$	32,132		$	—	$	169,528
INVESTING ACTIVITIES
Acquisition of a business		(3,698	)		—			(220	)		—		(3,918	)
Payment of additional acquisition consideration		(16,808	)		—			—			—		(16,808	)
Proceeds from sale of business, net of cash transferred		—			84,762			1,488			—		86,250
Purchase of property and equipment		(6,397	)		(14,335	)		(5,156	)		—		(25,888	)
Increase in equipment under customer usage agreements		(335	)		(13,031	)		(7,589	)		—		(20,955	)
Purchase of insurance contracts		(4,000	)		—			—			—		(4,000	)
Proceeds from sale of intellectual property		—			60,000			—			—		60,000
Purchase of cost-method investments		(3,400	)		(225	)		—			—		(3,625	)
Increase in other assets		(1,984	)		(1,520	)		(1,447	)		—		(4,951	)
Net cash provided by (used in) investing activities		(36,622	)		115,651			(12,924	)		—		66,105
FINANCING ACTIVITIES
Repayment of long-term debt		(32,500	)		—			—			—		(32,500	)
Payment of debt issuance cost		(7,019	)										(7,019	)
Payment of contingent consideration		(42,433	)		—			—			—		(42,433	)
Net proceeds from issuance of common stock pursuant to employee stock plans		37,623			—			—			—		37,623
Excess tax benefit related to equity awards		4,437			—			—			—		4,437
Payment of minimum tax withholdings on net share settlements of equity awards		(9,972	)		—			—			—		(9,972	)
Net cash used in financing activities		(49,864	)		—			—			—		(49,864	)
Effect of exchange rate changes on cash and cash equivalents		—			(1,782	)		579			—		(1,203	)
Net increase (decrease) in cash and cash equivalents		(21,477	)		186,256			19,787			—		184,566
Cash and cash equivalents, beginning of period		210,028			269,416			80,986			—		560,430
Cash and cash equivalents, end of period	$	188,551		$	455,672		$	100,773		$	—	$	744,996

30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT

Some of the statements contained in this report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding:

• the effect of the continuing worldwide macroeconomic uncertainty on our business and results of operations;

• the coverage and reimbursement decisions of third-party payors and the guidelines, recommendations, and studies published by various organizations relating to the use of our products and treatments;

• the uncertainty of the impact of cost containment efforts and federal healthcare reform legislation on our business and results of operations;

• the ability to successfully manage ongoing organizational and strategic changes, including our ability to attract, motivate and retain key employees;

• the impact and anticipated benefits of recently completed acquisitions and acquisitions we may complete in the future;

• the ability to consolidate certain of our manufacturing and other operations on a timely basis and within budget, without disrupting our business and to achieve anticipated cost synergies related to such actions;

• our goal of expanding our market positions;

• the development of new competitive technologies and products;

• regulatory approvals and clearances for our products;

• production schedules for our products;

• the anticipated development of our markets and the success of our products in these markets;

• the anticipated performance and benefits of our products;

• business strategies;

• estimated asset and liability values;

• the impact and costs and expenses of any litigation we may be subject to now or in the future;

• our compliance with covenants contained in our indebtedness;

• anticipated trends relating to our financial condition or results of operations; and

• our capital resources and the adequacy thereof.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to identify forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this report. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. Factors that could cause or contribute to differences in our future financial results include the cautionary statements set forth herein and in our other filings with the Securities and Exchange Commission, including those set forth under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 28, 2013. We qualify all of our forward-looking statements by these cautionary statements.

31

OVERVIEW

We are 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. Our core business units are focused on diagnostics, breast health, GYN surgical and skeletal health. We sell and service our products through a combination of direct sales and service forces and a network of independent distributors and sales representatives.

We offer a wide range of diagnostic products which are used primarily to aid in the diagnosis of human diseases and screen donated human blood. Our molecular diagnostic products include our Aptima family of assays based on our Transcription-Mediated-Amplification, or TMA, technology, our Cervista products based on our proprietary Invader chemistry and our advanced instrumentation (Panther and Tigris). The Aptima family of assays is used to detect the infectious microorganisms that cause the common sexually transmitted diseases, or STDs, chlamydia and gonorrhea, certain high-risk strains of human papillomavirus, or HPV, and Trichomonas vaginalis, the parasite that causes trichomoniasis. Our Invader chemistry is comprised of molecular diagnostic reagents used for a variety of DNA and RNA analysis applications, including our Cervista HPV high risk, or HR, and Cervista HPV 16/18 products to assist in the diagnosis of HPV, as well as other products to diagnose cystic fibrosis, cardiovascular risk and other diseases. Our diagnostics products also include the ThinPrep System, which is primarily used in cytology applications such as cervical cancer screening, and the Rapid Fetal Fibronectin Test, which assists physicians in assessing the risk of pre-term birth. In blood screening, we develop and manufacture the Procleix family of assays, which are used to detect Human Immunodeficiency Virus, or HIV, the Hepatitis C Virus, or HCV, the Hepatitis B Virus, or HBV, the West Nile Virus, or WNV, the Hepatitis A Virus, or HAV, and Parvovirus, in donated human blood. These blood screening products are marketed worldwide by our blood screening collaborator, Grifols, S.A., or Grifols, under Grifols’ trademarks. In January 2014, Grifols completed its acquisition of the blood screening business of Novartis Vaccines and Diagnostics, Inc.

Our breast health products include a broad portfolio of breast imaging and related products and accessories, including digital and film-based mammography systems, magnetic resonance imaging, or MRI, breast coils, computer-aided detection, or CAD, for mammography and minimally invasive breast biopsy devices, breast biopsy site markers, breast biopsy guidance systems, breast imaging comfort pads, and breast brachytherapy products. Our most advanced breast imaging platform, Dimensions, utilizes a technology called tomosynthesis to produce 3D images, as well as conventional 2D full field digital mammography images.

Our GYN surgical products include our NovaSure Endometrial Ablation System, or NovaSure, and our MyoSure Hysteroscopic Tissue Removal System, or MyoSure. The NovaSure system involves a trans-cervical procedure for the treatment of abnormal uterine bleeding. The MyoSure system is a tissue removal device that is designed to provide incision-less removal of fibroids and polyps within the uterus.

Our skeletal health products include dual-energy X-ray bone densitometry systems, an ultrasound-based osteoporosis assessment product, and our Fluoroscan mini C-arm imaging products.

Unless the context otherwise requires, references to we, us, Hologic or our company refer to Hologic, Inc. and its consolidated subsidiaries.

Trademark Notice

Hologic is a trademark of Hologic, Inc. Other trademarks, logos, and slogans registered or used by Hologic and its divisions and subsidiaries in the United States and other countries include, but are not limited to, the following: Affirm, Aptima, Aptima Combo 2, Aquilex, ATEC, Celero, Cervista, Contura, C-View, Dimensions, Eviva, Fluoroscan, Gen-Probe, Healthcome, HTA, Horizon Interlace, Invader, LORAD, MammoPad, MammoSite, MultiCare, MyoSure, NovaSure, Panther, Prodesse, PreservCyt, QDR, Rapid fFN, Sahara, SecurView, Selenia, Sentinelle, Serenity, StereoLoc, TCT, ThinPrep, THS, Tigris, TLI IQ, and Trident.

32

RESULTS OF OPERATIONS

All dollar amounts in tables are presented in thousands.

Product Revenues

	Three Months Ended												Six Months Ended
	March 29, 2014				March 30, 2013				Change				March 29, 2014				March 30, 2013				Change
	Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		%		Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		%
Product Revenues
Diagnostics	$	283,598		45%	$	288,836		47%	$	(5,238)		(2)%	$	561,952		45%	$	583,426		47%	$	(21,474)		(4)%
Breast Health		149,529		24%		138,340		23%		11,189		8%		290,513		23%		279,617		22%		10,896		4%
GYN Surgical		71,737		11%		73,372		12%		(1,635)		(2)%		150,248		12%		153,928		12%		(3,680)		(2)%
Skeletal Health		16,271		3%		15,568		3%		703		5%		30,804		2%		32,399		3%		(1,595)		(5)%
	$	521,135		83%	$	516,116		84%	$	5,019		1%	$	1,033,517		84%	$	1,049,370		84%	$	(15,853)		(2)%

Diagnostics product revenues decreased 2% and 4% in the current three and six month periods compared to the corresponding periods in the prior year. These decreases were primarily due to the divestiture of our Lifecodes business in the second quarter of fiscal 2013, which had contributed $10.6 million and $23.1 million in the three and six months ended March 30, 2013, respectively, a reduction in ThinPrep revenues of $6.9 million and $19.5 million in the three and six months ended March 29, 2014, respectively, and a reduction in Prodesse (principally flu testing assays) revenues of $2.4 million and $5.6 million in the three and six months ended March 29, 2014, respectively. Partially offsetting these declines were an increase in blood screening revenues of $10.4 million and $19.7 million in the three and six months ended March 29, 2014, respectively, and a $4.7 million and $11.9 million increase from our molecular diagnostics products, primarily our Aptima family of assays.

We attribute the reduction in ThinPrep revenues primarily to lower domestic sales volumes resulting from an increase in screening intervals based on guidelines released in 2012 by the American Congress of Obstetrics and Gynecologists and the U.S. Preventative Services Task Force and lower average sales prices internationally, primarily in China where we have transitioned to selling more of our products through distributors, partially offset by higher sales volumes internationally. Prodesse revenues decreased in the current year periods primarily due to a milder flu season this year compared to the corresponding periods in the prior year and the recent introduction of competitive products. Our blood screening revenues increased primarily due to the inclusion of contingent revenue under our blood screening collaboration that was not recognized in the first quarter of fiscal 2013, and to a lesser extent the second quarter of fiscal 2013, due to unbilled accounts receivable being recorded as a fair value adjustment in purchase accounting. Under the collaboration, a portion of our blood screening revenue is contingent on donations testing revenue earned by our blood screening collaborator. As a result, amounts to be received for this contingent revenue related to inventory on hand and not yet utilized by Novartis’ (our blood screening collaborator at the time) customers as of the date we acquired Gen-Probe were recorded as unbilled accounts receivable on the balance sheet in purchase accounting and these amounts were not recorded as revenue in our results of operations in fiscal 2013. This increase in blood screening revenues was partially offset by lower WNV assay sales compared to the corresponding periods in fiscal 2013 as last year generally had a much higher incidence of the WNV resulting in higher donation testing in the prior year periods. The increase in revenues related to our Aptima family of assays was primarily due to increased volumes from our strategic alliance with Quest Diagnostics Incorporated entered into in the third quarter of fiscal 2013, and increased sales volumes of our HPV screening assay, which was FDA approved for use on our Panther system in the fourth quarter of fiscal 2013. These increases were partially offset by slightly lower average sales prices for our Aptima products due to increased competitive pressures.

Breast Health product revenues increased 8% and 4% in the current three and six month periods compared to the corresponding periods in the prior year. In the current three and six month periods, our digital mammography systems revenue increased $11.5 million and $13.4 million, respectively, compared to the corresponding periods in the prior year primarily due to the increase in 3D Dimensions revenue of $15.9 million and $24.2 million, respectively, as we sold more units with slightly higher average sales prices in the United States, and to a lesser extent internationally. As expected, we continue to experience a decline in the number of Selenia units sold as well as slightly lower average sales prices for our 2D Dimensions products partially due to configuration differences. We also experienced an increase in revenues for our workstation and related products of $2.6 million and $3.0 million, respectively, in the current year periods, which is partially driven by our C-View product. In addition, our breast biopsy products revenue increased $2.2 million in the current six month period compared to the corresponding period in the prior year primarily due to the increase in the number of Eviva biopsy devices sold worldwide. Recent adverse changes in the reimbursement for our breast biopsy products may result in lower sales prices, or use, of such products in the future. Partially offsetting the increases in the current six month period, we experienced a decline in our analog mammography systems and MRI breast coils.

33

GYN Surgical product revenues decreased 2% in both the current three and six month periods compared to the corresponding periods in the prior year primarily due to a decline in sales of NovaSure devices of $5.5 million and $12.8 million, respectively, partially offset by a $4.1 million and $9.5 million increase in MyoSure system sales in the current year periods, respectively. We experienced a decrease in the number of NovaSure devices sold in the United States, which we continue to believe is primarily attributable to patients delaying surgery or opting for lower cost and generally less effective alternatives. The MyoSure system continues to gain strong market acceptance as unit sales increase.

Skeletal Health product revenues increased 5% in the current quarter compared to the corresponding period in the prior year and decreased 5% in the current six months compared to the corresponding period in the prior year. The increase in the current quarter was primarily due to an increase in our mini C-arm systems and our osteoporosis assessment product sales, namely our Horizon product, which was introduced in late fiscal 2013, partially offset by lower volumes of our older Discovery products and pricing pressures. The decrease in the current six month period compared to the prior year corresponding period was primarily due to a reduction in unit sales of our Discovery products and to a lesser extent our mini C-arm systems and pricing pressures, partially offset by higher Horizon unit sales.

Product revenues by geography as a percentage of total product sales were as follows:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
United States		73%		74%		73%		73%
Europe		16%		13%		15%		14%
Asia-Pacific		8%		9%		8%		9%
All others		3%		4%		4%		4%
		100%		100%		100%		100%

The increase in product revenues as a percentage of consolidated product revenues in Europe in the current quarter compared to the corresponding period in the prior year was primarily due to an increase in blood screening revenues.

Service and Other Revenues

	Three Months Ended												Six Months Ended
	March 29, 2014				March 30, 2013				Change				March 29, 2014				March 30, 2013				Change
	Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		%		Amount		% of Total Revenue		Amount		% of Total Revenue		Amount		%
Service and Other Revenues	$	103,873		17%	$	96,547		16%	$	7,326		8%	$	203,939		16%	$	194,655		16%	$	9,284		5%

Service and other revenues are primarily comprised of revenue generated from our field service organization to provide ongoing service, installation and repair of our products. The majority of these revenues are generated within our Breast Health segment. Service and other revenues increased 8% and 5% in the current three and six month periods, respectively, compared to the corresponding periods in the prior year primarily due to an increase in the number of service contracts in our Breast Health business driven by an increase in the installed base of our digital mammography systems, an increase in services not covered by service contracts and higher training revenues on our digital mammography systems.

34

Cost of Product Revenues

	Three Months Ended													Six Months Ended
	March 29, 2014				March 30, 2013				Change					March 29, 2014				March 30, 2013				Change
	Amount		% of Product Revenue		Amount		% of Product Revenue		Amount			%		Amount		% of Product Revenue		Amount		% of Product Revenue		Amount			%
Cost of Product Revenues	$	185,724		36%	$	207,227		40%	$	(21,503	)		(10)%	$	362,602		35%	$	429,554		41%	$	(66,952	)		(16)%
Amortization of Intangible Assets		76,883		15%		75,733		15%		1,150			2%		153,549		15%		151,020		14%		2,529			2%
Impairment of Intangible Assets		26,567		5%		—		—		26,567			100%		26,567		3%		—		—		26,567			100%
	$	289,174		55%	$	282,960		55%	$	6,214			2%	$	542,718		53%	$	580,574		55%	$	(37,856	)		(7)%

Product revenues gross margin remained flat at 45% in the current quarter compared to the prior year corresponding period and improved in the current six month period to 47% compared to 45% in the corresponding period in the prior year.

Cost of Product Revenues. The cost of product revenues, excluding amortization and impairment of intangible assets, as a percentage of product revenues was 36% and 35% in the current three and six month periods, respectively, compared to 40% and 41% in the corresponding periods in the prior year. Cost of product revenues as a percentage of product sales in the current year periods decreased in Diagnostics, Breast Health, and GYN Surgical and increased in Skeletal Health compared to the corresponding periods in the prior year, resulting in an overall improved gross margin rate.

Diagnostics’ product costs as a percentage of revenue declined in the current three and six month periods compared to the corresponding periods in the prior year primarily due to the inclusion in the corresponding periods in fiscal 2013 of $22.5 million and $52.4 million, respectively, of additional costs related to the sale of acquired inventory written up to fair value in purchase accounting for the Gen-Probe acquisition. In addition, we were able to recognize contingent revenue under the blood screening collaboration in fiscal 2014 that we were not able to recognize in the corresponding fiscal 2013 periods, although to a lesser extent relative to the second quarter of fiscal 2013, as described above. Furthermore, we experienced favorable manufacturing variances across our products and lower royalty costs for ThinPrep, partially offset by unfavorable pricing on ThinPrep and Aptima sales and increased service costs for placed instruments.

Breast Health’s product costs as a percentage of revenue declined in the current three and six month periods compared to the corresponding periods in the prior year primarily due to the increase in 3D Dimensions sales on both a unit basis and as a percentage of total digital mammography systems sales compared to our 2D systems. Our 3D Dimensions systems have higher average sales prices than our 2D systems resulting in higher gross margins.

GYN Surgical’s product costs as a percentage of revenue declined slightly in the current three and six month periods compared to the corresponding periods in the prior year primarily due to lower overhead at the Costa Rica facility allocated to these products as a result of the transfer of our breast biopsy products from our Indianapolis, Indiana facility during fiscal 2013. In addition, we experienced favorable manufacturing variances in the current year periods, partially offset by the impact of lower NovaSure volumes and higher MyoSure volumes. Our NovaSure systems have a higher gross margin than our MyoSure products.

Skeletal Health’s product costs as a percentage of revenue increased in the current three and six month periods primarily due to lower unit sales and increased pricing pressures compared to the prior year periods.

Amortization of Intangible Assets. Amortization of intangible assets relates to acquired developed technology and patents. These intangible assets are generally amortized over their estimated useful lives of between 8.5 and 20 years using a straight-line method or, if reliably determinable, based on the pattern in which the economic benefits of the assets are expected to be consumed. The economic pattern is based on undiscounted future cash flows. The increase in amortization expense in the current three and six month periods compared to the corresponding period in the prior year was primarily due to certain in-process research and development projects recorded as assets in the Gen-Probe acquisition receiving FDA approval in fiscal 2013. As a result, these approved projects are now being amortized.

35

Impairment of Intangible Assets. In the second quarter of fiscal 2014, we evaluated our MRI breast coils product line asset group, which is within our Breast Health segment, for impairment due to our current expectation that it will be sold or disposed of significantly before the end of its previously estimated useful life. The undiscounted cash flows expected to be generated by this asset group over its estimated remaining life were not sufficient to recover its carrying value. We have estimated the fair value of the asset group resulting in an aggregate impairment charge of $28.6 million, comprised of $27.1 million of intangible assets and $1.5 million of property and equipment. The impairment charge has been allocated to the long-lived assets, resulting in $26.6 million being allocated to developed technology. The estimated fair value of this asset group is subject to change and additional charges may be recorded in the future. For additional information, please refer to Note 2 to the consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.

Cost of Service and Other Revenues

	Three Months Ended												Six Months Ended
	March 29, 2014				March 30, 2013				Change				March 29, 2014				March 30, 2013				Change
	Amount		% of Service Revenue		Amount		% of Service Revenue		Amount		%		Amount		% of Service Revenue		Amount		% of Service Revenue		Amount		%
Cost of Service and Other Revenue	$	53,722		52%	$	50,377		52%	$	3,345		7%	$	107,030		52%	$	102,452		53%	$	4,578		5%

Service and other revenues gross margin was 48% in both the current three and six month periods compared to 48% and 47% in the corresponding periods in the prior year. Within our Breast Health segment, the continued conversion of a high percentage of our domestic installed base of digital mammography systems to service contracts upon expiration of the warranty period without a corresponding increase in costs to service these contracts has resulted in higher gross margins. Partially offsetting this improvement is increased costs in our Diagnostics segment coupled with lower other revenues, which includes royalty revenue.

Operating Expenses

	Three Months Ended													Six Months Ended
	March 29, 2014				March 30, 2013				Change					March 29, 2014				March 30, 2013					Change
	Amount		% of Total Revenue		Amount		% of Total Revenue		Amount			%		Amount		% of Total Revenue		Amount			% of Total Revenue		Amount			%
Operating Expenses
Research and development	$	49,915		8%	$	49,621		8%	$	294			1%	$	98,584		8%	$	101,130			8%	$	(2,546	)		(3)%
Selling and marketing		78,657		13%		88,614		14%		(9,957	)		(11)%		161,914		13%		183,057			15%		(21,143	)		(12)%
General and administrative		62,109		10%		64,233		10%		(2,124	)		(3)%		129,928		11%		118,624			10%		11,304			10%
Amortization of intangible assets		29,100		5%		28,667		5%		433			2%		55,316		5%		57,193			5%		(1,877	)		(3)%
Impairment of intangible assets		522		0%		—		—		522			100%		522		—		—			—		522			100%
Contingent consideration – compensation expense		—		—		29,388		5%		(29,388	)		(100)%		—		—		58,874			5%		(58,874	)		(100)%
Contingent consideration – fair value adjustments		—		—		799		0%		(799	)		(100)%		—		—		10,839			1%		(10,839	)		(100)%
Gain on sale of intellectual property		—		—		—		—		—			—		—		—		(53,884	)		(4)%		53,884			100%
Restructuring and divestiture charges		11,559		2%		12,462		2%		(903	)		(7)%		29,909		2%		16,395			1%		13,514			82%
	$	231,862		37%	$	273,784		45%	$	(41,922	)		(15)%	$	476,173		38%	$	492,228			40%	$	(16,055	)		(14)%

36

Research and Development Expenses. Research and development expenses increased 1% in the current quarter compared to the corresponding period in the prior year and decreased 3% in the current six month period compared to the corresponding period in the prior year. The increase in the current quarter compared to the prior year period was primarily due to an increase in compensation from higher bonus expense, increased clinical spending for our next generation breast biopsy products, and additional program spend for our virology product line, partially offset by lower headcount and reductions to certain development programs, primarily in the GYN Surgical business as part of our cost containment measures implemented in fiscal 2013 and the beginning of the first quarter of fiscal 2014. In addition, we divested our Lifecodes business in the second quarter of fiscal 2013, and as such we had no research and development expenses in fiscal 2014 related to this business compared to $2.0 million in the second quarter of fiscal 2013. The decrease in the current six month period compared to the corresponding period in the prior year was primarily due to the divestiture of Lifecodes, which contributed $4.2 million in the prior year period, and lower headcount and reductions to certain development programs primarily in the GYN Surgical business. Partially offsetting these decreases was additional program spend for our virology product line, increased clinical spending for our next generation breast biopsy products, and higher bonus expense. Research and development primarily reflects spending on new product development programs, regulatory compliance and clinical research and trials. At any point in time, we have a number of different research projects and clinical trials being conducted and the timing of these projects and related costs can vary from period to period.

Selling and Marketing Expenses. Selling and marketing expenses decreased 11% and 12% in the current three and six month periods, respectively, compared to the corresponding periods in the prior year primarily due to lower headcount and lower spend for certain marketing directives, such as trade shows, seminars, and medical education, primarily as a result of our cost containment measures, and lower distributor commissions. In addition, the three and six month periods ended March 30, 2013 included $2.3 million and $4.6 million, respectively, of expenses related to Lifecodes. These decreases were partially offset by higher bonus expense.

General and Administrative Expenses. General and administrative expenses decreased 3% in the current quarter compared to the corresponding period in the prior year and increased 10% in the current six month period compared to the corresponding period in the prior year. The decrease in the current quarter compared to the corresponding period in the prior year was primarily due to lower compensation and benefit costs due to lower headcount from our cost containment measures, lower integration costs related to the Gen-Probe acquisition, and a decrease in medical device excise taxes of $1.1 million, partially offset by higher bonus expense and a property and equipment impairment of $1.2 million, which is discussed above. The increase in the current six month period compared to the corresponding period in the prior year was primarily due to legal and consulting fees of $4.7 million incurred in the first quarter of fiscal 2014 to assist us in our negotiation and response to shareholder activism, an increase in the medical device excise tax of $4.3 million and higher bonus expense, partially offset by lower compensation and benefit costs due to lower headcount from our cost containment measures and lower integration costs related to the Gen-Probe acquisition. In addition, the first quarter of fiscal 2013 included a legal settlement benefit.

Amortization of Intangible Assets. Amortization of intangible assets results from customer relationships, trade names, business licenses and non-compete agreements related to our acquisitions. These intangible assets are generally amortized over their estimated useful lives of between 2 and 30 years using a straight-line method or, if reliably determinable, based on the pattern in which the economic benefits of the assets are expected to be consumed utilizing expected undiscounted future cash flows. The increase in the current quarter compared to the corresponding period in the prior year was primarily due to shortening the remaining life of certain corporate trade names as we decided to phase out their use during the second quarter of fiscal 2014. The decrease in the current six month period compared to the corresponding period in the prior year was primarily due to lower amortization from intangibles acquired in the Cytyc, Inc. acquisition in fiscal 2008 as the pattern of economic benefits decreases, partially offset by accelerated amortization of corporate trade names.

Impairment of Intangible Assets. In the second quarter of fiscal 2014, we recorded an impairment charge for a trade name intangible asset related to our MRI breast coils product line as discussed above.

Contingent Consideration—Compensation Expense. In connection with our acquisition of TCT International Co., Ltd., or TCT, we were obligated to make contingent earn-out payments. The payments were contingent on future employment and were also based on achieving certain incremental revenue growth milestones. The measurement period ended in fiscal 2013, and as such, there were no charges in fiscal 2014.

Contingent Consideration—Fair Value Adjustments. In connection with our acquisition of Interlace Medical, Inc., or Interlace, we were required to pay future consideration that was contingent on achieving certain revenue based milestones. As of the acquisition date, we recorded a contingent consideration liability for the estimated fair value of the amount we expected to pay to the former shareholders of Interlace. This liability was based on future revenue projections of the business under various potential scenarios and weighted probability assumptions of these outcomes. The $10.0 million charge in the first quarter of fiscal 2013 was due to an increase in the liability as a result of higher projected revenues for the Interlace products, and the $0.8 million charge in the second quarter of fiscal 2013 was due to the accretion of the liability to the measurement date. The measurement period for this contingent consideration ended in the second quarter of fiscal 2013, and as such, there were no charges in fiscal 2014.

37

Gain on Sale of Intellectual Property. In the first quarter of fiscal 2013, we recorded a net gain of $53.9 million related to the sale of our Makena asset to K-V Pharmaceutical Company, or KV. On August 4, 2012, KV and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York. At that time, KV still owed us $95.0 million. In December 2012, we and KV executed a settlement, which released KV from all claims in consideration of a $60.0 million payment. We recorded this payment, net of certain costs in the first quarter of fiscal 2013. For additional information, please refer to Note 6 to the consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.

Restructuring and Divestiture Charges. In the fourth quarter of fiscal 2012, in connection with our acquisition of Gen-Probe, we implemented a restructuring action to consolidate our Diagnostics operations by decreasing headcount and closing our legacy molecular diagnostics operations in Madison, Wisconsin. We also finalized our decision to transfer production of our interventional breast products from our Indianapolis facility to our Costa Rica facility. In fiscal 2013 and in the first quarter of fiscal 2014, we implemented cost containment measures that primarily resulted in headcount reductions. In the second quarter of fiscal 2014, we terminated employees at our Warstein, Germany location, and as part of ongoing management changes, we terminated certain executives. Pursuant to U.S. generally accepted accounting principles, the related severance and benefit charges are being recognized either ratably over the respective required employee service periods or up-front for contractual benefits, and other charges are being recognized as incurred. In the current three and six month periods, we recorded aggregate charges of $11.6 million and $29.9 million, respectively, from these actions. The charges recorded in fiscal 2014 primarily related to severance and benefits, and the six month period includes a $3.1 million impairment charge to record certain buildings at our Warstein, Germany location to their estimated fair value. In the three and six month periods in the prior year, we recorded restructuring charges of $12.5 million and $16.4 million, respectively, primarily for severance and benefits. For additional information pertaining to restructuring actions and charges, please refer to Note 3 to the consolidated financial statements contained in Part I, Item 1 of this Quarterly Report.

Interest Income

	Three Months Ended								Six Months Ended
	March 29, 2014		March 30, 2013		Change				March 29, 2014		March 30, 2013		Change
	Amount		Amount		Amount		%		Amount		Amount		Amount		%
Interest Income	$	149	$	207	$	(58)		(28)%	$	505	$	467	$	38		8%

Interest income decreased in the current quarter compared to the corresponding period in the prior year due to lower invested average cash balances and increased in the current six month period compared to the corresponding period in the prior year primarily due to slightly higher average cash balances in the current year period.

Interest Expense

	Three Months Ended								Six Months Ended
	March 29, 2014		March 30, 2013		Change				March 29, 2014		March 30, 2013		Change
	Amount		Amount		Amount		%		Amount		Amount		Amount		%
Interest Expense	$	(54,449)	$	(76,049)	$	21,600		(28)%	$	(115,739)	$	(148,130)	$	32,391		(22)%

Interest expense consists primarily of the cash interest costs and the related amortization of the debt discount and deferred financing costs on our Convertible Notes, Senior Notes and amounts borrowed under our Credit Agreement. The decrease in interest expense in the current three and six month periods compared to the corresponding periods in the prior year was primarily due to principal payments in fiscal 2013 and 2014, which included $325.0 million of voluntary pre-payments, of amounts borrowed under our Credit Agreement, lower weighted-average interest rates due to refinancing both the Term Loan A and Term Loan B facilities, and the redemption of $405.0 million principal of our 2007 Notes in December 2013. These decreases were partially offset by additional interest expense from the accretion of principal on the 2013 Notes at 4.0% annually.

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Debt Extinguishment Loss

	Three Months Ended								Six Months Ended
	March 29, 2014		March 30, 2013		Change				March 29, 2014		March 30, 2013		Change
	Amount		Amount		Amount		%		Amount		Amount		Amount		%
Debt Extinguishment Loss	$	(4,437)	$	(3,247)	$	(1,190)		37%	$	(7,377)	$	(3,247)	$	(4,130)		127%

In the second quarter of fiscal 2014, we refinanced our Term Loan B facility and voluntarily prepaid $25.0 million of principal. In connection with this transaction, we recorded a debt extinguishment loss of $4.4 million for the write off of the pro-rata share of the debt discount and deferred issuance costs. In the first quarter of fiscal 2014, we made a $100.0 million voluntary pre-payment on our Term Loan B facility. As a result, the pro-rata share of the debt discount and deferred issuance costs aggregating $2.9 million related to this prepayment was recorded as a debt extinguishment loss. In the second quarter of fiscal 2013, we refinanced our Term Loan A facility and recorded a debt extinguishment loss of $3.2 million for the write off of the pro-rata share of the debt discount and deferred issuance costs.

Other (Expense) Income, net

	Three Months Ended								Six Months Ended
	March 29, 2014		March 30, 2013		Change				March 29, 2014		March 30, 2013		Change
	Amount		Amount		Amount		%		Amount		Amount		Amount		%
Other (Expense) Income, net	$	(3,263)	$	(201)	$	(3,062)		1,523%	$	(2,093)	$	1,038	$	(3,131)		(302)%

In the second quarter of fiscal 2014, this account was primarily comprised of an other-than-temporary impairment charge on a cost-method equity investment of $3.0 million and net foreign currency exchange losses of $0.5 million. In the second quarter of fiscal 2013, this account was primarily comprised of an other-than temporary impairment charge for a cost-method investment of $1.7 million and net foreign currency exchange losses of $0.7 million, partially offset by $2.2 million of gains on the cash surrender value of life insurance contracts and mutual funds related to our deferred compensation plan.

For the current six month period, this account was primarily comprised of other-than-temporary impairment charges on cost-method equity investments of $3.7 million and net foreign currency exchange losses of $1.0 million, partially offset by gains of $2.7 million on the cash surrender value of life insurance contracts and mutual funds related to our deferred compensation plan. For the prior year six month period, this account was primarily comprised of investment gains related to our deferred compensation plan of $2.4 million, partially offset by the other-than temporary impairment charge of $1.7 million.

Provision (Benefit) for Income Taxes

	Three Months Ended								Six Months Ended
	March 29, 2014		March 30, 2013		Change				March 29, 2014		March 30, 2013		Change
	Amount		Amount		Amount		%		Amount		Amount		Amount		%
Provision (Benefit) for Income Taxes	$	5,015	$	(22,644)	$	27,659		122%	$	8,947	$	(33,115)	$	42,062		127%

Our effective tax rate for the current three and six month periods was a provision of 42.7% and 67.9%, respectively, on pre-tax losses, compared to a benefit of 30.7% and 40.8%, respectively, on pre-tax losses for the corresponding periods in the prior year. For the three and six months ended March 29, 2014, the effective tax rate differed from the statutory rate primarily due to unbenefited foreign losses. For the three months ended March 30, 2013, the tax rate benefit was less than the statutory rate primarily due to non-deductible contingent consideration expense related to TCT and Interlace, partially offset by the effect of the retroactively reinstated Federal research tax credit in the second quarter of fiscal 2013 and the domestic production activities deduction benefit. For the six months ended March 30, 2013, the tax rate benefit was higher than the statutory rate primarily due to a $19.0 million valuation allowance release related to capital losses which were utilized to offset capital gains generated during the year and the effect of the retroactively reinstated Federal research tax credit in the second quarter of fiscal 2013, partially offset by non-deductible contingent consideration expenses related to TCT and Interlace.

39

Segment Results of Operations

We report our business as four segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. The accounting policies of the segments are the same as those described in the Notes to the Consolidated Financial Statements included in our 2013 Annual Report on Form 10-K. We measure segment performance based on total revenues and operating income or loss. Revenues from product sales of each of these segments are described in further detail above. The discussion that follows is a summary analysis of total revenues and the primary changes in operating income or loss by segment.

Diagnostics

	Three Months Ended								Six Months Ended
	March 29, 2014		March 30, 2013		Change				March 29, 2014		March 30, 2013		Change
	Amount		Amount		Amount		%		Amount		Amount		Amount		%
Total Revenues	$	290,802	$	296,507	$	(5,705)		(2)%	$	576,568	$	602,423	$	(25,855)		(4)%
Operating Income (Loss)	$	15,243	$	(46,978)	$	62,221		132%	$	19,997	$	(32,683)	$	52,680		161%
Operating Income (Loss) as a % of Segment Revenue		5%		(16)%						3%		(5)%

Diagnostics revenues decreased in the current three and six month periods compared to the corresponding periods in the prior year primarily due to the decrease in product revenues discussed above.

Operating income for this business segment increased in the current three and six month periods compared to the corresponding periods in the prior year. Gross margin in absolute dollars increased in both of the current year periods primarily due to the inclusion in the prior year corresponding three and six month periods of fair value adjustments of $22.5 million and $52.4 million, respectively, for acquired Gen-Probe inventory that did not recur in the current year periods. In addition, we were able to record contingent revenue under our blood screening collaboration in the current year periods that had previously been recorded as unbilled accounts receivable in purchase accounting as described above. In addition, we experienced favorable manufacturing variances across our products and lower royalty costs for ThinPrep, partially offset by lower ThinPrep volumes, unfavorable pricing on ThinPrep and Aptima sales, and increased intangible asset amortization expense. The gross margin rate improved to 46.1% and 46.3% in the current three and six month periods, respectively, from 39.9% and 38.9% in the corresponding periods in the prior year.

Operating expenses decreased in the current three and six month periods compared to the corresponding periods in the prior year. These decreases were primarily due to the inclusion in the prior year corresponding periods of $29.4 million and $58.9 million, respectively, of contingent consideration charges related to TCT and $4.1 million and $9.4 million, respectively, of operating expenses related to the Lifecodes product line (which was divested in the second quarter of fiscal 2013). In addition, we incurred lower compensation and benefits expense from headcount reductions as part of our cost containment measures, lower travel, meeting and trade show expenses, and lower restructuring and integration costs, partially offset by higher bonus expense. In the current six month period we incurred higher medical device excise taxes of $2.3 million, and the prior year six month period included a $53.9 million gain related to the settlement with KV for the sale of our rights to Makena as discussed above.

Breast Health

	Three Months Ended								Six Months Ended
	March 29, 2014		March 30, 2013		Change				March 29, 2014		March 30, 2013		Change
	Amount		Amount		Amount		%		Amount		Amount		Amount		%
Total Revenues	$	238,705	$	220,058	$	18,647		8%	$	465,196	$	440,866	$	24,330		6%
Operating Income	$	25,818	$	47,892	$	(22,074)		(46)%	$	69,667	$	92,837	$	(23,170)		(25)%
Operating Income as a % of Segment Revenue		11%		22%						15%		21%

40

Breast Health revenues increased in the current three and six month periods compared to the corresponding periods in the prior year primarily due to the $11.2 million and $10.9 million increase in product revenues, respectively, discussed above, and the $7.4 million and $13.4 million increase in service revenues, respectively, that was substantially related to additional service contracts for the increased number of digital mammography systems in our installed base.

Operating income for this business segment decreased in the current three and six month periods compared to the corresponding periods in the prior year primarily due to a reduction in gross margin in absolute dollars and higher operating expenses. Gross margin in absolute dollars decreased primarily due to the $26.6 million developed technology asset impairment discussed above, partially offset by the increase in 3D Dimensions sales on both a unit basis and as a percentage of total digital mammography systems sales and higher service revenues without a corresponding increase in related service costs. Our 3D Dimensions systems have higher average sales prices than our 2D systems resulting in higher gross margins. As a result of the impairment charge, the overall gross margin rate declined to 41.1% and 46.1% in the current three and six month periods, respectively, compared to 50.3% and 49.2% in the corresponding periods in the prior year.

Operating expenses increased in the current three and six month periods compared to the corresponding periods in the prior year primarily due to higher restructuring charges, which includes corporate allocated amounts, higher research and development expenditures primarily for next generation breast biopsy devices, higher corporate general and administrative allocations, intangible asset and property impairment charges aggregating $1.8 million, and higher bonus expense, partially offset by lower sales and marketing expenditures including lower spend on tomosynthesis awareness campaigns compared to the prior year periods, and lower legal fees. In addition, the current six month period had an increase in the medical device excise tax of $1.6 million.

GYN Surgical

	Three Months Ended								Six Months Ended
	March 29, 2014		March 30, 2013		Change				March 29, 2014		March 30, 2013		Change
	Amount		Amount		Amount		%		Amount		Amount		Amount		%
Total Revenues	$	72,043	$	73,692	$	(1,649)		(2)%	$	150,897	$	154,601	$	(3,704)		(2)%
Operating Income	$	6,579	$	2,241	$	4,338		194%	$	17,702	$	2,863	$	14,839		518%
Operating Income as a % of Segment Revenue		9%		3%						12%		2%

GYN Surgical revenues decreased in the current three and six month periods compared to the corresponding periods in the prior year due to the decrease in product revenues discussed above.

Operating income for this business segment increased in the current three and six month periods compared to the corresponding periods in the prior year primarily due to lower operating expenses partially offset by lower gross margin in absolute dollars from lower revenues. The gross margin rate was relatively flat at 55.6% and 57.6% in the current three and six month periods, respectively, compared to 55.2% and 57.6% in the corresponding periods in the prior year.

Operating expenses declined in the current three and six month periods compared to the corresponding periods in the prior year primarily due to headcount reductions, lower research and development program expenditures and lower marketing related expenditures all as a result of our cost containment measures, and lower intangible asset amortization expense. Expenses were also lower in the current six month period due to the inclusion in the first quarter of fiscal 2013 of $10.0 million of contingent consideration charges related to the Interlace earn-out.

Skeletal Health

	Three Months Ended								Six Months Ended
	March 29, 2014		March 30, 2013		Change				March 29, 2014		March 30, 2013		Change
	Amount		Amount		Amount		%		Amount		Amount		Amount		%
Total Revenues	$	23,458	$	22,406	$	1,052		5%	$	44,795	$	46,135	$	(1,340)		(3)%
Operating Income	$	2,610	$	2,387	$	223		9%	$	4,169	$	5,754	$	(1,585)		(28)%
Operating Income as a % of Segment Revenue		11%		11%						9%		12%

41

Skeletal Health revenues increased in the current three month period and decreased in the current six month period compared to the corresponding periods in the prior year primarily due to the changes in product revenues discussed above.

Operating income increased in the current quarter compared to the corresponding period in the prior year primarily due to the increase in gross margin in absolute dollars as a result of higher sales, while operating expenses remained relatively flat. Operating income in the current six month period decreased primarily due to a decrease in gross margin in absolute dollars as a result of lower revenues and operating expenses increased slightly, primarily due to restructuring expenses. The gross margin rate declined to 43.0% and 43.3% in the current three and six months, respectively, from 43.4% and 44.2% in the corresponding periods in the prior year primarily due to lower sales volumes.

LIQUIDITY AND CAPITAL RESOURCES

At March 29, 2014, we had $713.9 million of working capital, and our cash and cash equivalents totaled $484.5 million. Our cash and cash equivalents balance decreased by $338.0 million during the first six months of fiscal 2014 primarily due to debt principal payments and capital expenditures, partially offset by operating cash flows and proceeds from the exercise of stock options granted pursuant to our employee benefit programs.

In the first six months of fiscal 2014, our operating activities provided us with $218.3 million of cash, which included a net loss of $22.1 million, offset primarily by non-cash charges for depreciation and amortization aggregating $257.9 million, non-cash interest expense of $35.8 million related to our outstanding debt, asset impairment charges of $33.3 million, stock-based compensation expense of $26.1 million and debt extinguishment losses of $7.4 million. These adjustments to net loss were partially offset by a decrease in net deferred tax liabilities of $164.8 million, primarily from the amortization of intangible assets. Cash provided by operations included a net cash inflow of $42.5 million from changes in our operating assets and liabilities. Changes in our operating assets and liabilities were driven primarily by a decrease in prepaid income taxes of $44.7 million due to the utilization thereof to fund our tax liability, a decrease in accounts receivable of $21.5 million due to improved collections, a decrease in prepaid expenses of $9.8 million and an increase in deferred revenue of $9.1 million as we increase our installed base of digital mammography systems. These inflows were partially offset by an increase in inventory of $23.8 million for expected demand primarily in our Diagnostics business for instruments and assays, a decrease in accounts payable of $12.3 million based on the timing of payments and a decrease in accrued expenses of $6.5 million primarily due to the payment of contingent consideration of $31.1 million and interest on our debt partially offset by a net increase in bonus and benefits accruals and restructuring.

In the first six months of fiscal 2014, our investing activities utilized $34.6 million of cash primarily for capital expenditures of $37.7 million, which consisted primarily of the placement of equipment under customer usage agreements and purchases of manufacturing equipment and computer hardware.

In the first six months of fiscal 2014, our financing activities used cash of $521.2 million primarily due to $562.5 million in debt principal payments comprised of $405.0 million to pay off our 2007 Notes and $157.5 million under our Credit Agreement, and $9.2 million for employee-related taxes withheld for the net share settlement of vested restricted stock units. Partially offsetting these uses of cash were proceeds of $53.7 million from our equity plans, primarily from the exercise of stock options.

Debt

We had total recorded debt outstanding of $4.27 billion at March 29, 2014, which is comprised of amounts outstanding under our Credit Agreement of $2.06 billion (principal $2.08 billion), Senior Notes of $1.0 billion and Convertible Notes of $1.21 billion (principal $1.32 billion).

Credit Agreement

Concurrent with closing the Gen-Probe acquisition on August 1, 2012, we and certain of our domestic subsidiaries, or the Guarantors, entered into a credit and guaranty agreement, or the Credit Agreement, with Goldman Sachs Bank USA, in its capacity as administrative and collateral agent, and the lenders party thereto. The Credit Agreement was amended in the second quarter of fiscal 2013, resulting in a 100 basis point reduction to the interest rate on the Term Loan A facility and the Revolving Facility. On August 2, 2013, the Credit Agreement was further amended resulting in a 75 basis point reduction to the interest rate on the Term Loan B facility. On February 26, 2014, the Credit Agreement was amended for the third time resulting in a further 50 basis point reduction in the interest rate on the Term Loan B facility.

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The facilities under the Credit Agreement initially consisted of:

• $1.0 billion senior secured tranche A term loan, or Term Loan A, with a final maturity date of August 1, 2017;

• $1.5 billion secured tranche B term loan, or Term Loan B, with a final maturity date of August 1, 2019; and

• $300.0 million secured revolving credit facility, or Revolving Facility, with a final maturity date of August 1, 2017.

The credit facilities are secured by first-priority liens on, and a first-priority security interest in, substantially all of our assets and the assets of the Guarantors, including all of the capital stock of substantially all of the U.S. subsidiaries owned by us and the Guarantors, 65% of the capital stock of certain of our first-tier foreign subsidiaries and all intercompany debt.

We are required to make scheduled principal payments under the Term Loan A facility in increasing amounts ranging from $12.5 million per three month period beginning October 31, 2012 to $50.0 million per three month period commencing October 31, 2015, and under the Term Loan B facility in equal installments of $3.75 million per three month period beginning on October 31, 2012 and for 27 three month periods thereafter. The remaining balance of $400 million for Term Loan A and $1.07 billion for Term Loan B is due at maturity. Any amounts outstanding under the Revolving Facility are due at maturity. We are required to make principal repayments first, pro rata among the term loan facilities, and second to the Revolving Facility from specified excess cash flows from operations and from the net proceeds of specified types of asset sales, debt issuances, insurance recoveries and equity offerings. Subject to certain limitations, we may voluntarily pre-pay any of the credit facilities without premium or penalty.

The Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants restricting our ability and the ability of the Guarantors, subject to negotiated exceptions, to incur additional indebtedness and additional liens on their assets, engage in mergers or acquisitions or dispose of assets, enter into sale-leaseback transactions, pay dividends, repurchase or redeem capital stock or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, and change the nature of their businesses.

The credit facilities contain two financial ratio covenants measured as of the last day of each fiscal quarter: a total net leverage ratio and an interest coverage ratio. The total net leverage ratio is 6.00:1.00 beginning on our fiscal quarter ended March 29, 2014, which then decreases over time to 4.00:1.00 for the fiscal quarter ending September 30, 2017 and each fiscal quarter thereafter. The interest coverage ratio is 3.25:1.00 beginning on our fiscal quarter ending March 29, 2014, which then increases over time to 3.75:1.00 for the fiscal quarter ending September 30, 2017 and each fiscal quarter thereafter. The total net leverage ratio is defined as the ratio of our consolidated net debt as of the quarter end to our consolidated adjusted EBITDA for the four-fiscal quarter period ending on the measurement date. The interest coverage ratio is defined as the ratio of our consolidated adjusted EBITDA for the prior four-fiscal quarter period ending on the measurement date to adjusted consolidated cash interest expense for the same measurement period. These terms, and the calculation thereof, are defined in further detail in the Credit Agreement. As of March 29, 2014, we were in compliance with these covenants.

Senior Notes

On August 1, 2012, we completed a private placement of $1.0 billion aggregate principal amount of our Senior Notes at an offering price of 100% of the aggregate principal amount of the Senior Notes. The Senior Notes are our general senior unsecured obligations and are guaranteed on a senior unsecured basis by the Guarantors. The Senior Notes mature on August 1, 2020 and bear interest at the rate of 6.25% per year, payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2013.

We may redeem up to 35% of the aggregate principal amount of the Senior Notes with the net cash proceeds of certain equity offerings at any time and from time to time before August 1, 2015, at a redemption price equal to 106.250% of the aggregate principal amount so redeemed, plus accrued and unpaid interest, if any, to the redemption date. We also have the option to redeem the Senior Notes on or after: August 1, 2015 through July 31, 2016 at 103.125% of par; August 1, 2016 through July 31, 2017 at 102.083% of par; August 1, 2017 through July 31, 2018 at 101.042% of par; and August 1, 2018 and thereafter at 100% of par. In addition, if we undergo a change of control, as provided in the indenture, we will be required to make an offer to purchase each holder’s Senior Notes at a price equal to 101% of the aggregate principal amount of the Senior Notes, plus accrued and unpaid interest, if any, to the repurchase date.

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Convertible Notes

At March 29, 2014, our Convertible Notes, in the aggregate principal amount of $1.32 billion, are recorded at $1.21 billion, which is net of the unamortized debt discount attributed to the embedded conversion feature of the Convertible Notes. These notes consist of:

• $450 million of our 2.00% Convertible Exchange Senior Notes due 2037 issued in November 2010 (2010 Notes);

• $500 million of our 2.00% Convertible Senior Notes due 2042 issued in March 2012 (2012 Notes); and

• $370 million of our 2.00% Convertible Senior Notes due 2043 issued in February 2013 (2013 Notes).

Holders may require us to repurchase the 2010 Notes on each of December 15, 2016, 2020, 2025, on December 13, 2030 and on December 14, 2035 or upon a fundamental change, as provided in the indenture for the 2010 Notes, at a repurchase price equal to 100% of their accreted principal amount, plus accrued and unpaid interest.

Holders may require us to repurchase the 2012 Notes on each of March 1, 2018, 2022, 2027 and 2032, and on March 2, 2037 or upon a fundamental change, as provided in the indenture for the 2012 Notes, at a repurchase price equal to 100% of their accreted principal amount, plus accrued and unpaid interest.

Holders may require us to repurchase the 2013 Notes on each of December 15, 2017, 2022, 2027, 2032 and 2037 or upon a fundamental change, as provided in the indenture for the 2013 Notes, at a repurchase price equal to 100% of their accreted principal amount, plus accrued and unpaid interest.

We may redeem any of the 2010 Notes, 2012 Notes and 2013 Notes beginning December 19, 2016, March 6, 2018 and December 15, 2017, respectively. We may redeem all or a portion of the 2010 Notes, 2012 Notes, and 2013 Notes (i.e., in cash or a combination of cash and shares of our common stock) at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the applicable redemption date.

Stock Repurchase Program

On November 11, 2013, we announced that our Board of Directors authorized the repurchase of up to $250.0 million of our outstanding common stock over the next three years. Under the stock repurchase program, we are authorized to repurchase, from time-to-time, shares of our outstanding common stock on the open market or in privately negotiated transactions in the United States. The timing and amount of stock repurchases will be determined based upon our evaluation of market conditions and other factors. The stock repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our common stock under the program. Through March 29, 2014, we had not repurchased any shares of our common stock under this program.

Legal Contingencies

We are currently involved in several legal proceedings and claims. In connection with these legal proceedings and claims, management periodically reviews estimates of potential costs to be incurred by us in connection with the adjudication or settlement, if any, of these proceedings. These estimates are developed in consultation with outside counsel and are based on an analysis of potential litigation outcomes and settlement strategies. In accordance with ASC 450, Contingencies, loss contingencies are accrued if, in the opinion of management, an adverse outcome is probable and such financial outcome can be reasonably estimated. It is possible that future results for any particular quarter or annual period may be materially affected by changes in our assumptions or the effectiveness of our strategies relating to these proceedings.

Future Liquidity Considerations

We believe that our cash and cash equivalents, cash flows from operations and the cash available under our Revolving Facility will provide us with sufficient funds in order to fund our expected normal operations and debt payments, including interest, over the next twelve months. Our longer-term liquidity is contingent upon future operating performance. We may also require additional capital in the future to fund capital expenditures, repayment of debt and related deferred tax liabilities, as applicable, acquisitions, strategic transactions or other investments. As described above, we have significant indebtedness outstanding under our Credit Agreement, Senior Notes and Convertible Notes. These capital requirements could be substantial. For a description of risks to our operating performance and our indebtedness, see “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the fiscal year ended September 28, 2013.

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CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The discussion and analysis of our financial condition and results of operations are based upon our interim consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition for multiple element arrangements, allowance for doubtful accounts, reserves for excess and obsolete inventories, valuations, purchase price allocations and contingent consideration related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions used to evaluate the recoverability of long-lived assets and goodwill, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, restructuring and other related charges, stock-based compensation, contingent liabilities, tax reserves and recoverability of our net deferred tax assets and related valuation allowances. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates if past experience or other assumptions do not turn out to be substantially accurate. Any differences may have a material impact on our financial condition and results of operations. For a discussion of how these and other factors may affect our business, see the “Cautionary Statement” above and “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 28, 2013.

The critical accounting estimates that we believe affect our more significant judgments and estimates used in the preparation of our consolidated financial statements presented in this report are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended September 28, 2013. There have been no material changes to our critical accounting policies or estimates from those set forth in our Annual Report on Form 10-K for the fiscal year ended September 28, 2013.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Financial Instruments, Other Financial Instruments, and Derivative Commodity Instruments. Financial instruments consist of cash equivalents, accounts receivable, a publicly traded equity security, cost-method equity investments, mutual funds, insurance contracts and related deferred compensation plan liabilities, accounts payable and debt obligations. Except for our outstanding Convertible Notes and Senior Notes, the fair value of these financial instruments approximates their carrying amount. As of March 29, 2014, we have $1.32 billion in principal amount of Convertible Notes outstanding, which are comprised of our 2010 Notes with a principal amount of $450.0 million, our 2012 Notes with a principal amount of $500.0 million and our 2013 Notes with a principal amount of $370.0 million. The Convertible Notes are recorded net of the unamortized debt discount on our consolidated balance sheets. The fair value of our 2010 Notes, 2012 Notes and 2013 Notes as of March 29, 2014 was approximately $507.8 million, $502.8 million and $390.9 million, respectively. Amounts outstanding under our Credit Agreement aggregating $2.08 billion aggregate principal as of March 29, 2014 are subject to variable rates of interest based on current market rates, and as such, we believe the carrying amount of these obligations approximates fair value. The fair value of our Senior Notes is approximately $1.06 billion.

Primary Market Risk Exposures. Our primary market risk exposure is in the areas of interest rate risk and foreign currency exchange rate risk. We incur interest expense on borrowings outstanding under our Convertible Notes, Senior Notes and Credit Agreement. The Convertible Notes and Senior Notes have fixed interest rates. Borrowings under our Credit Agreement bear interest at a rate per annum, at our option, initially, with respect to all loans made under Term Loan A (i) at the Base Rate plus 1.00% per annum, or (ii) at the Adjusted Eurodollar Rate (i.e., the Libor rate) plus 2.00%, and with respect to loans made under Term Loan B: (i) at the Base Rate, with a floor of 1.75%, plus 1.50%, or (ii) at the Adjusted Eurodollar Rate (i.e., the Libor rate), with a floor of 0.75% plus 2.50%.

As of March 29, 2014, there was $2.08 billion of aggregate principal amount outstanding under the Credit Agreement comprised of $925.0 million under the Term Loan A facility and $1.15 billion under the Term Loan B facility. Since these debt obligations are variable rate instruments, our interest expense associated with these instruments is subject to change. A 10% adverse movement (increase in Libor rate) would increase annual interest expense by less than $1.0 million due to the low current interest rate environment and the floor on our Term Loan B facility.

The return from cash and cash equivalents will vary as short-term interest rates change. A hypothetical 10% increase or decrease in interest rates, however, would not have a material adverse effect on our financial condition.

Foreign Currency Exchange Risk. Our international business is subject to risks, including, but not limited to: unique economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility. Accordingly, our future results could be materially adversely impacted by changes in these or other factors.

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We conduct business worldwide and maintain sales and service offices outside the United States as well as manufacturing facilities in Costa Rica, Germany, England, Canada and China. The expenses of our international offices are denominated in local currencies, except at our Costa Rica subsidiary, where the majority of the business is conducted in U.S. dollars. Our international sales are denominated in a number of currencies, primarily the Euro, U.S. dollar and Renminbi. Fluctuations in foreign currency rates could affect our sales, cost of goods and operating margins and could result in exchange losses. In addition, currency devaluations can result in a loss if we hold deposits of that currency.

We believe that the operating expenses of our international subsidiaries that are incurred in local currencies will not have a material adverse effect on our business, results of operations or financial condition. Our operating results and certain assets and liabilities that are denominated in the Euro are affected by changes in the relative strength of the U.S. dollar against the Euro. Our expenses, denominated in Euros, are positively affected when the U.S. dollar strengthens against the Euro and adversely affected when the U.S. dollar weakens. However, we believe that the foreign currency exchange risk is not significant. A hypothetical 10% increase or decrease in foreign currencies that we transact in would not have a material adverse impact on our financial condition or results of operations.

Item 4. Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of March 29, 2014, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective as of March 29, 2014.

An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of any change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. That evaluation did not identify any change in our internal control over financial reporting that occurred during our latest fiscal quarter 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.

Information with respect to this Item may be found in Note 5 to the Consolidated Financial Statements in this Quarterly Report on Form 10-Q, which information is incorporated herein by reference.

Additional information on our commitments and contingencies can be found in our Annual Report on Form 10-K for our fiscal year ended September 28, 2013.

Item 1A. Risk Factors.

There are no material changes from the risk factors as previously disclosed in our Annual Report on Form 10-K for our fiscal year ended September 28, 2013.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer’s Purchases of Equity Securities

Period of Repurchase	Total Number of Shares Purchased (#) (1)		Average Price Paid Per Share ($) (1)		Total Number of Shares Purchased As Part of Publicly Announced Plans or Programs (#) (2)		Maximum Number of Shares That May Yet Be Purchased Under Our Programs ($ in thousands)
December 29, 2013 – January 25, 2014		8,597	$	22.01		—	$	—
January 26, 2014 – February 22, 2014		—		—		—		—
February 23, 2014 – March 29, 2014		48		21.81		—		—
Total		8,645	$	22.01		—	$	—

(1) For the majority of restricted stock units granted, the number of shares issued on the date that the restricted stock units vest is net of the minimum statutory tax withholding requirements that we pay in cash to the appropriate taxing authorities on behalf of our employees. These repurchases of our common stock were to cover employee income tax withholding obligations in connection with the vesting of restricted stock units under our equity incentive plans.

(2) On November 11, 2013, we announced that our Board of Directors authorized the repurchase of up to $250.0 million of our outstanding common stock over the next three years. Through March 29, 2014, we had not repurchased any shares of our common stock under this program.

Item 5. Other Information 

On May 1, 2014, the Company entered into a Transition and Severance Agreement (the “Transition Agreement”) and a Settlement and Release Agreement (the “Settlement Agreement” and, together with the Transition Agreement, the “Agreements”), with David P. Harding, the Company’s Senior Vice President, Corporate Strategy. A summary of the material terms and conditions of the Agreements is set forth below. The below description of the Agreements does not purport to be complete and it is qualified in its entirety by reference to the Transition Agreement and the Settlement Agreement, a copy of each of which is attached to this Quarterly Report as Exhibits 10.5 and 10.6, respectively, and is incorporated herein in its entirety by reference.

Under the terms of the Agreements and until his employment is terminated, (i) Mr. Harding will continue to receive his base salary of $425,000 per year; (ii) Mr. Harding’s outstanding equity awards will remain outstanding and continue to vest subject to and in accordance with their respective terms; (iii) Mr. Harding will be entitled to continue to participate in any and all retirement, medical, dental, life insurance and other employee benefit plans in which he participated as of the date of the Transition Agreement; and (iv) Mr. Harding will be entitled to receive a one-time payment during the payroll period following June 15, 2014 of an amount equal to Mr. Harding’s fiscal 2014 target payout under the Company’s Short-Term Incentive Plan, which will be pro-rated for the period of his tenure in fiscal 2014 prior to June 15, 2014 (it being understood that Mr. Harding shall not be entitled to any further fiscal 2014 bonus or other bonus thereafter).

Following the termination of his employment and subject to Mr. Harding executing a further general release of all claims as provided under the Settlement Agreement, Mr. Harding will be entitled to receive the following severance benefits:

• If the Company terminates the employment of Mr. Harding without cause or Mr. Harding resigns for any reason, Mr. Harding shall be entitled to a lump sum cash payment equal to his accrued compensation through the date of termination of his employment. If such termination without cause or resignation for any reason is prior to September 15, 2015, Mr. Harding will also receive a continuation of his base salary until that date.

• If the Company terminates the employment of Mr. Harding by reason of Mr. Harding’s death, disability (as defined) or for cause (as defined), Mr. Harding shall be entitled to a lump sum cash payment equal to his accrued compensation through the date of termination of his employment.

The Agreements supersede and replace in their entirety Mr. Harding’s prior severance agreement, which provided for a fifteen month severance benefit, and change of control agreement. The Agreements also provide that Mr. Harding’s non-competition agreement, which contains restrictive covenants pertaining to non-competition, confidentiality and non-solicitation, will remain in effect.

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Item 6. Exhibits.

(a) Exhibits

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Filing Date/ Period End Date
3.2	Fourth Amended and Restated By-laws of Hologic, Inc., as amended.	10-Q	12/28/2013
10.1	Refinancing Amendment No. 3 dated February 26, 2014 by and among Hologic, Inc., the guarantors party thereto, Goldman Sachs Bank USA, and the lenders party thereto.	8-K	2/26/2014
10.2†	Offer Letter by and between Eric B. Compton and Hologic, Inc., dated March 9, 2014.	8-K	3/14/2014
10.3†	Severance and Change of Control Agreement by and between Eric B. Compton and Hologic, Inc., dated March 9, 2014.	8-K	3/14/2014
10.4†	Transition Agreement by and between Glenn P. Muir and Hologic, Inc., dated March 13, 2014.	8-K	3/14/2014
10.5*†	Transition and Severance Agreement by and between David P. Harding and Hologic, Inc., dated May 1, 2014.
10.6*†	Settlement and Release Agreement by and between David P. Harding and Hologic, Inc., dated May 1, 2014.
31.1*	Certification of Hologic’s CEO pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Hologic’s CFO pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Hologic’s CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of Hologic’s CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition

† Indicates management contract or compensatory plan, contract or arrangement.

* Filed herewith.

** Furnished herewith.

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SIGNATURES

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.

	Hologic, Inc.
	(Registrant)
Date: May 2, 2014	/s/    Stephen P. MacMillan
	Stephen P. MacMillan
	President and Chief Executive Officer
Date: May 2, 2014	/s/    Glenn P. Muir
	Glenn P. Muir
	Executive Vice President, Finance and Administration, and Chief Financial Officer
	(Principal Financial Officer)

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EX-10.5

Exhibit 10.5

TRANSITION AND SEVERANCE AGREEMENT

THIS TRANSITION AND SEVERANCE AGREEMENT (the “Agreement”) entered into as of this 1st day of May, 2014 by and between Hologic, Inc., a Delaware corporation (the “Company”), and David Harding (the “Executive”).

WHEREAS, the Executive previously served as Senior Vice President and General Manager of Women’s Health and has transitioned to the role of Senior Vice President of Corporate Strategy;

WHEREAS, the Executive and the Company previously entered into a Change of Control Agreement, dated November 13, 2008 (as amended, the “Change of Control Agreement”), and a Severance Agreement, dated September 19, 2013 (the “Severance Agreement”);

WHEREAS, the Executive may have been previously entitled to severance benefits pursuant to the Severance Agreement, the Change of Control Agreement, or other agreements or arrangements with the Company, in which case this agreement shall supersede and replace those agreements; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set forth, the parties hereto, each intending to be legally bound, do hereby agree as follows:

1. Term of Agreement. This Agreement shall commence as of the date hereof (the “Effective Date”) and shall continue in effect until Executive’s employment with the Company terminates (the “Term”).

2. Definitions.

2.1 Accrued Compensation. For purposes of this Agreement, “Accrued Compensation” shall mean an amount which shall include all amounts earned or accrued through the Termination Date (as hereinafter defined) but not paid as of the Termination Date, including (i) Base Salary and (ii) reimbursement for reasonable and necessary business expenses incurred by the Executive on behalf of the Company, subject to preapproval by the Company and pursuant to the Company’s expense reimbursement policy in effect at such time, during the period ending on the Termination Date.

2.2 Base Salary. For purposes of this Agreement, “Base Salary” shall mean the greater of the Executive’s annual base salary (a) at the rate in effect on the Termination Date or (b) at the highest rate in effect at any time during the ninety (90) day period immediately prior to the Termination Date, and shall include all amounts of his or her Base Salary that are deferred at the election of the Executive under the qualified and non-qualified employee benefit plans of the Company or any other agreement or arrangement. For avoidance of doubt, Base Salary shall not include any bonus or portion thereof deferred under the Company’s Bonus Deferral Program.

2.3 Bonus. For purposes of this Agreement, “Bonus” shall mean Executive’s target bonus amount for fiscal year 2014 under the Company’s Short-Term Incentive Plan for fiscal year 2014.

2.4 Cause. The Company may terminate the Executive’s employment during the Term of this Agreement for “Cause”. For purposes of this Agreement, “Cause” means (i) disloyalty, gross negligence, willfulness conduct or breach of fiduciary duty to the Company which results in substantial direct or indirect loss, damage or injury to the Company; (ii) Executive’s material violation of the Company’s Code of Conduct and other Company Codes of Conduct or other policies or procedures that are applicable to the Executive; (iii) the commission, indictment, plea of nolo contendere or conviction of Executive of a felony; (iv) the breach of the Executive’s Non-Competition Agreement (as hereinafter defined), or (v) a violation of federal or states securities law or regulations.

2.5 Disability. For purposes of this Agreement, “Disability” shall mean a physical or mental infirmity which impairs the Executive’s ability to substantially perform his or her duties with the Company for a period of ninety (90) consecutive days, and the Executive has not returned to his or her full time employment prior to the Termination Date.

2.6 Non-Competition Agreement. For purposes of this Agreement, “Non-Competition Agreement” means the agreement between the Executive and Cytyc Corporation and its parent, affiliates, successors and assigns containing restrictive covenants pertaining to confidentiality, non-competition and non-solicitation dated October 14, 2005.

2.7 Pro Rata Bonus. For purposes of this Agreement, “Pro Rata Bonus” shall mean an amount equal to the Bonus multiplied by a fraction the numerator of which is the number of months worked in the 2014 fiscal year prior to June 15, 2014 and the denominator of which is 12. Any partial months shall be rounded to the nearest whole number using normal mathematical convention.

3. Employment and Duties.

3.1 Title. Effective as of April 14, 2014, the Executive assumed responsibilities as Senior Vice President of Corporate Strategy of the Company. Subject to the terms and conditions set forth herein, the Executive shall at all times be an “at will” employee.

3.2 Duties. During the Term the Executive agrees to devote time and efforts to the business and affairs of the Company. The Executive agrees that his duties may include travel, as may be reasonably requested by the Company. During the Term, the Executive shall report directly to the Chief Executive Officer. The Executive further agrees to comply with the Company’s policies and procedures as they may be applicable to him as such policies and procedures may be modified from time to time.

3.3 Compensation. During the Term, (i) the Executive shall be entitled to continue to receive base salary at a rate equal to his current annual base salary of $425,000, payable in accordance with the Company’s regular payroll practices; (ii) the Company shall pay Executive a Pro Rata Bonus on the first payroll period following June 15, 2014 (it being understood that Executive shall not be entitled to any further fiscal year 2014 bonus or other bonus thereafter); (iii)

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the Executive’s outstanding stock option, restricted stock unit, performance stock unit and market stock unit awards will remain outstanding and, if applicable, will continue to vest in accordance with and subject to the terms and conditions set forth in the applicable equity incentive plans and award agreements; and (iv) the Executive shall be entitled to participate in any and all retirement (both qualified and non-qualified), medical, dental, life insurance and other employee benefit plans in which he currently participates, all to the extent the Executive remains eligible under the terms of such plans and subject to the terms and conditions of such plans as may be in effect from time to time.

4. Termination of Employment.

4.1 Termination Benefits. If the Executive’s employment with the Company is terminated, then the Executive shall be entitled to the following compensation and benefits:

a. If the Executive’s employment with the Company is terminated (1) by the Company for Cause or Disability, or (2) by reason of the Executive’s death, the Company shall pay to the Executive the Accrued Compensation only.

b. If the Executive’s employment with the Company is terminated by Company without Cause or by Executive for any reason, then the Executive shall be entitled to the following:

i. The Company shall pay the Executive all Accrued Compensation; and

ii. If the Executive’s employment with the Company is terminated prior to September 15, 2015, then the Company shall continue to pay the Executive his or her Base Salary until September 15, 2015, subject to Section 11, in accordance with its normal payroll practices and subject to applicable tax withholding.

c. The Amounts provided for in Sections 4.1(a) and 4.1(b)(i) shall be paid in a single lump sum cash payment within five (5) business days after the Executive’s Termination Date (or earlier, if required by applicable law).

4.2 Mitigation. The Executive shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment.

4.3 Other Severance Benefits. The severance pay and benefits provided for in this Section 4 shall be in lieu of any other severance or termination pay to which the Executive may be entitled under the Severance Agreement, the Change of Control Agreement, and any Company severance or termination plan, program, practice or other agreement or arrangement. The Executive’s entitlement to any other compensation or benefits shall be determined in accordance with the Company’s employee benefit plans and other applicable programs, policies and practices then in effect.

5. Notice of Termination. For purposes of this Agreement, “Notice of Termination” shall mean a written notice from the Company or Executive to the other party of termination of the Executive’s employment which indicate the specific termination provision in this Agreement relied

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upon, if any, the effective date of termination, and which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. For purposes of this Agreement, no such purported termination shall be effective without such Notice of Termination. For purposes of this Agreement, “Termination Date” shall mean in the case of the Executive’s death, his date of death, and in all other cases, the date specified in the Notice of Termination.

6. Excise Tax Payments.

a. Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the “Determination” (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation.

b. An initial determination as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to the Plan and the amount of such Limited Payment Amount shall be made by an accounting firm at the Company’s expense selected by the Company which is designated as one of the six largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation, to the Company and the Executive within five (5) days of the Termination Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion, at the Company’s expense, reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 6(c) below.

c. As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either have been made or have not been made by the Company which, in either case, will be inconsistent with the limitations provided in Section 6(a) (hereinafter referred to as an “Excess Payment” or “Underpayment”, respectively). If it is established pursuant to a final determination of a court, or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed

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for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company, on demand (but not less than thirty (30) days after written notice is received by the Executive), together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive’s satisfaction of the Dispute, that an underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within thirty (30) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

d. Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable government taxing authorities, as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

7. Successors. This Agreement shall be binding upon and shall inure to the benefit of the Company and its permitted successors and assigns. In the event of a merger, sale of substantially all the assets of the Company, or other sale, divestiture, spin-out or other transfer or disposition by the Company of any assets or business of the Company (a “Disposition”), pursuant to which the Executive becomes employed by the successor to such business or assets and such successor agrees to assume the Company’s obligations under this Agreement, then such successor shall become a permitted successor and assign under this Agreement and the Company shall be relieved of all further obligations under this Agreement. In the event of a Disposition, pursuant to which the Executive is offered employment by the successor to such assets or business with a Base Salary no less than his Base Salary with Company and such successor offers to assume the Company’s obligations under this Agreement, and the Executive does not accept such employment, then this Agreement shall terminate immediately and neither the Company nor any such successor shall have any obligations hereunder. Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his or her beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representative.

8. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity hereof, (collectively, a “Claim”) shall be settled by arbitration pursuant to the rules of the American Arbitration Association. Any such arbitration shall be conducted by one arbitrator, with experience in the matters covered by this Agreement, mutually acceptable to the parties. If the parties are unable to agree on the arbitrator within thirty (30) days of one party giving the other party written notice of intent to arbitrate a Claim, the American Arbitration Association shall appoint an arbitrator with such qualifications to conduct such arbitration. The decision of the arbitrator in any such arbitration shall be conclusive and binding on the parties. Any such arbitration shall be conducted in Boston, Massachusetts, unless the Executive consents to a different location.

9. Notice. For the purposes of this Agreement, notices and all other communications provided for in the Agreement (including the Notice of Termination) shall be in writing and shall be (i)

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delivered by hand, (ii) transmitted by facsimile or electronic mail with receipt confirmed, (iii) delivered by overnight courier service with confirmed receipt or (iv) mailed by first class U.S. mail postage pre-paid and registered or certified, return receipt requested and addressed to the respective addresses last given by each party to the other, provided that all notices to the Company shall be directed to the attention of the Board with a copy to the General Counsel of the Company. All notices and communications shall be deemed to have been received on the date of delivery thereof or on the third business day after the mailing thereof, except that notice of change of address shall be effective only upon receipt.

10. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company (except for any severance or termination policies, plans, programs or practices) and for which the Executive may qualify, nor shall anything herein limit or reduce such rights as the Executive may have under any other agreements with the Company (except for the Severance Agreement, the Change of Control Agreement and any employment, severance or termination agreements). Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan or program of the Company shall be payable in accordance with such plan or program, except as explicitly modified by this Agreement.

11. 409A Compliance.

11.1 Six Month Delay in Payment. Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” as defined and applied in section 409A of the Code as of the Executive’s Termination Date, then, to the extent any payment under this Agreement constitutes deferred compensation (after taking into account any applicable exemptions from section 409A of the Code, including those specified in Section 11.2) and to the extent required by section 409A of the Code, no payments due under this Agreement may be made until the earlier of: (i) the first day following the sixth month anniversary of the Executive’s Termination Date and (ii) the Executive’s date of death.

11.2 Application of Exemptions. For purposes of section 409A of the Code, each “payment” (as defined by section 409A of the Code) made under this Agreement shall be considered a “separate payment.” In addition, for purposes of section 409A of the Code, each such payment shall be deemed exempt from section 409A of the Code to the fullest extent possible under the “short-term deferral” exemption of Treasury Regulation § 1.409A-1(b)(4), as well as any other applicable exemptions.

11.3 Interpretation of Agreement. Notwithstanding any other provision herein to the contrary, the Company shall make the payments required hereunder in compliance with the requirements of Section 409A of the Code and any interpretative guidance issued thereunder. The Company may, in its sole and absolute discretion, delay payments hereunder or make such other modifications with respect to the timing of payments as it deems necessary to comply with Section 409A of the Code.

12. Release. The Executive agrees that this Agreement, and any rights contemplated hereunder, is subject to and conditioned upon the execution and delivery by the Executive to the Company of a Settlement and Release Agreement (the “Release Agreement”) in favor of the Company, its affiliates and their respective officers, directors, employees and agents (the “Released Parties”) in respect to the Executive’s employment with the Company in a form suitable to the Company and the

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expiration of any revocation period provided for under the Release Agreement. Furthermore, the Executive agrees that that, with the exception of the Accrued Compensation due to him in accordance with the terms hereunder, the payment of any termination benefits under Section 4 is subject to and conditioned upon the execution and delivery by the Executive to the Company of an additional Settlement and Release Agreement (the “Subsequent Release Agreement”) in favor of the Released Parties in respect to the Executive’s employment with the Company and the termination thereof in a form suitable to the Company and the expiration of any revocation period provided for under the Subsequent Release Agreement. Notwithstanding anything herein to the contrary, in the event that the consideration and revocation period provided for in the Subsequent Release Agreement begins in one calendar year and could expire in the second calendar year, then the payment, or commencement of payment, if applicable, provided in Section 4(b)(ii) shall be made or, if applicable, commence in the second calendar year.

13. No Employment Right. This Agreement does not constitute, and shall not be construed to provide, any assurance of continuing employment. Executive’s employment with the Company and of its Successors or Assigns is “at will” and, subject to the terms and conditions of this Agreement, may be terminated by Executive or the Company at any time.

14. Other Change of Control Agreements. The Change of Control Agreement is void ab initio and null and void as of the Effective Date.

15. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing, specifying such modification, waiver or discharge, and signed by the Executive and the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

16. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the conflict of laws principles thereof. Any action brought by any party to this Agreement to enforce any decision of an arbitrator made as contemplated in Section 8 above shall be brought and maintained in a court of competent jurisdiction in the Commonwealth of Massachusetts.

17. Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof.

18. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior severance and employment related agreements, including, without limitation, the Change of Control Agreement and the Severance Agreement, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof, provided, however, that any option or other equity award agreements, and Non-Competition Agreement shall remain in full force and effect.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer and the Executive has executed this Agreement as of the day and year first above written.

Hologic, Inc.
By:	/s/ Mark J. Casey, Senior Vice President and General Counsel
Date:	May 1, 2014
Executive
/s/ David Harding
David Harding
Date:	May 1, 2014

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EX-10.6

Exhibit 10.6

SETTLEMENT AND RELEASE AGREEMENT

THIS SETTLEMENT AND RELEASE AGREEMENT (the “Agreement”) entered into as of this 1st day of May, 2014 by and between Hologic, Inc., a Delaware corporation (the “Company”), and David Harding (the “Executive”).

WHEREAS, the Executive previously served as Group Senior Vice President and General Manager of Women’s Health and has transitioned to the role of Senior Vice President of Corporate Strategy;

WHEREAS, the Executive and the Company previously entered into a Change of Control Agreement, dated November 13, 2008 (as amended, the “Change of Control Agreement”), and a Severance Agreement, dated September 19, 2013 (the “Severance Agreement”); and

WHEREAS, the Executive and the Company have entered into a Transition and Severance Agreement governing the Executive’s transition to Senior Vice President of Corporate Strategy, dated April 14th, 2014, that is subject to and contingent upon the execution and delivery of a settlement and release agreement, and the expiration of any revocation period (the “Transition and Severance Agreement”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Transition and Severance Agreement, the parties hereto, each intending to be legally bound, do hereby agree as follows:

1. Non-Competition Agreement. The Executive agrees and covenants that the Noncompetition Agreement dated October 15, 2007 (the “Non-Competition Agreement”) and attached hereto as Exhibit A remains in full force and effect.

2. Executive Release. In consideration for the substantial benefits being provided to the Executive pursuant to the Transition and Severance Agreement, the Executive, for himself, his agents, legal representatives, assigns, heirs, distributees, devisees, legatees, administrators, personal representatives and executors (collectively with the Executive, the “Releasing Parties”), hereby releases and discharges, to the extent permitted by law, the Company and its present and past subsidiaries and affiliates, its and their respective successors and assigns, and the present and past shareholders, officers, directors, employees, agents and representatives of each of the foregoing (collectively, the “Company Releasees”), from any and all claims, demands, actions, liabilities and other claims for relief and remuneration whatsoever, whether known or unknown, from the beginning of the world to the date the Executive signs this Agreement, but otherwise including, without limitation, any claims arising out of or relating to the Executive’s employment with the Company, for breach of contract, for discrimination or retaliation, for defamation or other torts, for wages, bonuses, incentive compensation, unvested equity, vacation pay or any other compensation or benefit, any claims under any tort or contract (express or implied) theory under any federal, state or local fair employment practices law, including Title VII of the Civil Rights Act of 1964 (as amended by

the Civil Rights Act of 1991), the Family and Medical Leave Act, the Americans with Disabilities Act, the Older Workers Benefit Protection Act of 1990, the Age Discrimination in Employment Act, any claim for unpaid wages, treble damages or attorney’s fees for the nonpayment of wages under the Massachusetts Wage Act set forth in Massachusetts General Laws Chapter 149, Section 148, and any of the claims, matters and issues which could have been asserted by the Releasing Parties against the Company Releasees in any legal, administrative or other proceeding in any jurisdiction. Notwithstanding the foregoing, nothing in this release is intended to release or waive the Executive’s right to any other vested retirement benefits or vested equity awards or the right to seek enforcement of this Agreement

3. Survival. It is understood and agreed that, with the exception of (i) obligations set forth or confirmed in this Agreement, (ii) obligations set forth in the Transition and Severance Agreement, (iii) obligations of the Executive under the Non-Competition Agreement, (iv) any of the Executive’s rights to indemnification as provided in the Company’s certificate of incorporation and bylaws (it being acknowledged and agreed by the Executive that, as of the date of this Agreement, there are no amounts owed to the Executive pursuant to any such indemnification rights), and (v) any of the Executive’s rights with respect to outstanding stock option, restricted stock unit, performance stock unit and market stock unit awards (which shall remain subject to the terms and conditions set forth in the applicable equity incentive plans and award agreements), all of which shall remain fully binding and in full effect subsequent to the execution of this Agreement, the release set forth in Section 2 is intended and shall be deemed to be a full and complete release of any and all claims that the Releasing Parties may or might have against the Company Releasees arising out of any occurrence on or before the date hereof (the “Effective Date”) and this Agreement is intended to cover and does cover any and all future damages not now known to the Releasing Parties or which may later develop or be discovered, including all causes of action arising out of or in connection with any occurrence on or before the Effective Date.

4. Exceptions. This Agreement does not (i) prohibit or restrict the Executive from communicating, providing relevant information to or otherwise cooperating with the Equal Employment Opportunity Commission (the “EEOC”) or any other governmental authority with responsibility for the administration of fair employment practices laws regarding a possible violation of such laws or responding to any inquiry from such authority, including an inquiry about the existence of this Agreement or its underlying facts, or (ii) preclude Executive from benefiting from classwide injunctive relief awarded in any fair employment practices case brought by any governmental agency, provided such relief does not result in Executive’s receipt of any monetary benefit or substantial equivalent thereof.

5. ADEA Release. This paragraph is intended to comply with the Older Workers Benefit Protection Act of 1990 (“OWBPA”) with regard to the Employee’s waiver of rights under the Age Discrimination in Employment Act of 1967 (“ADEA”). By signing and returning this Agreement, the Executive acknowledges that he:

(a) has carefully read and fully understands the terms of this Agreement;

(b) is entering into this Agreement voluntarily and knowing that he is releasing claims that he has or may have against the Company Releasees;

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(c) is specifically waiving rights and claims under ADEA;

(d) The waiver of rights under ADEA does not extend to any rights or claims arising after the date this Agreement is signed by the Executive; and

(e) is expressly advised to consult with an attorney before signing this Agreement. The Employee acknowledges that he has been advised to consult with an attorney before signing this Agreement.

6. ADEA Revocation. Executive acknowledges that he has been given the opportunity to consider this Agreement for twenty-one (21) days before signing it. For a period of seven (7) days from the date Executive signs this Agreement, Executive has the right to revoke this Agreement by written notice pursuant to Section 8(b). This Agreement shall not become effective or enforceable until the expiration of the revocation period. This Agreement shall become effective on the first business day following the expiration of the revocation period.

7. Successors: Binding Agreement.

(a) This Agreement shall be binding upon and shall inure to the benefit of the Company, and its successors and assigns, and the Company shall require any successors and assigns to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession or assignment had taken place.

(b) Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal representative.

8. General Provisions.

(a) Non-Disparagement. Executive agrees not to make any adverse or disparaging comments (oral or written, including, without limitation, via any form of electronic media) about the Company, its affiliates, or any of their respective officers, directors, managers or employees which may tend to impugn or injure their reputation, goodwill and relationships with their past, present and future customers, employees, vendors, investors or with the business community generally. The Company agrees that its executive officers and directors shall be directed not to make any adverse or disparaging comments (oral or written, including, without limitation, via any form of electronic media) about the Executive. Nothing in this Section 8(a) is intended to prohibit, limit or prevent the Executive or the Company’s officers or directors from providing truthful testimony in a court of law, to a regulatory or law enforcement agency or pursuant to a properly issued subpoena, and such testimony will not be deemed to be a violation of this Section 8(a).

(b) Notices. Any and all notices or other communications required or permitted to be given in connection with this Agreement shall be in writing (or in the form of a facsimile or electronic transmission) addressed as provided below and shall be (i) delivered by hand, (ii) transmitted by facsimile or electronic mail with receipt confirmed, (iii) delivered by overnight courier service with confirmed receipt or (iv) mailed by first class U.S. mail, postage prepaid and registered or certified, return receipt requested:

If to the Company to:

Hologic, Inc.

35 Crosby Drive

Bedford, MA 07130

Attn: General Counsel

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If to the Executive, to the Executive’s principal residence as reflected in the records of the Company.

and in any case at such other address as the addressee shall have specified by written notice. Any notice or other communication given in accordance with this Section 8 shall be deemed delivered and effective upon receipt, except those notices and other communications sent by mail, which shall be deemed delivered and effective three (3) business days following deposit with the United States Postal Service. All periods of notice shall be measured from the date of delivery thereof.

(c) Entire Agreement; Amendment. The recitals hereto are hereby incorporated herein by this reference. This Agreement, together with the exhibits hereto, constitute the entire agreement between the parties hereto with regard to the subject matter hereof and thereof, superseding all prior understandings and agreements, whether written or oral. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any such change is sought.

(d) Interpretation. The parties hereto acknowledge and agree that: (i) each party and its counsel reviewed and negotiated the terms and provisions of this Agreement and have contributed to its revision; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement; and (iii) the terms and provisions of this Agreement shall be construed fairly as to all parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation of this Agreement.

(e) Effect of Headings. The titles of section headings herein contained have been provided solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of this Agreement.

(f) Severability. The provisions of this Agreement are severable, and the invalidity of any provision shall not affect the validity of any other provision. In the event that any court of competent jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable because of the duration or scope thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration and scope of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.

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(g) Governing Law/Jurisdiction. This Agreement shall be binding upon the Executive and shall inure to the benefit of the Company and its successors and interest and assigns, and shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts without regard to conflicts of laws. The parties hereto intend and hereby confer jurisdiction to enforce the covenants contained herein upon the state and federal courts sitting in the Commonwealth of Massachusetts. In the event that such courts shall hold any such covenant wholly unenforceable by reason of the breadth of scope or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company’s right to relief in the courts of any other states within the geographical scope of such other covenants having appropriate personal and subject matter jurisdiction over the parties, as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being, for this purpose, severable into diverse and independent covenants.

(h) Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as a binding contract as of the date first above written.

HOLOGIC, INC.
By:	/s/ Mark J. Casey
	Name: Mark J. Casey
	Title: Senior Vice President, General Counsel and Secretary
EXECUTIVE
/s/ David Harding
David Harding

EXHIBIT A

Non-Competition and Proprietary

Information Agreement

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen P. MacMillan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hologic, 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 the registrant’s board of directors (or persons performing the equivalent functions):

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

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

Date: May 2, 2014

/s/    Stephen P. MacMillan        

Stephen P. MacMillan

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Glenn P. Muir, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hologic, 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 the registrant’s board of directors (or persons performing the equivalent functions):

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

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

Date: May 2, 2014

/s/    Glenn P. Muir        

Glenn P. Muir

Executive Vice President, Finance and Administration, and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

I, Stephen P. MacMillan, Chief Executive Officer of Hologic, Inc., a Delaware corporation (the “Company”), do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), that:

(1) The Quarterly Report on Form 10-Q for the quarter ended March 29, 2014 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 2, 2014	/s/    Stephen P. MacMillan
	Stephen P. MacMillan
	President and Chief Executive Officer

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 HAS BEEN PROVIDED TO HOLOGIC, INC. AND WILL BE RETAINED BY HOLOGIC, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

EX-32.2

Exhibit 32.2

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

I, Glenn P. Muir, Chief Financial Officer of Hologic, Inc., a Delaware corporation (the “Company”), do hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), that:

(1) The Quarterly Report on Form 10-Q for the quarter ended March 29, 2014 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: May 2, 2014	/s/    Glenn P. Muir
	Glenn P. Muir
	Executive Vice President, Finance and Administration, and Chief Financial Officer

A SIGNED ORIGINAL OF THIS WRITTEN STATEMENT REQUIRED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 HAS BEEN PROVIDED TO HOLOGIC, INC. AND WILL BE RETAINED BY HOLOGIC, INC. AND FURNISHED TO THE SECURITIES AND EXCHANGE COMMISSION OR ITS STAFF UPON REQUEST.

XML

Fair Value Measurements - Additional Information (Detail) (USD $)	3 Months Ended			6 Months Ended
	Mar. 29, 2014	Dec. 28, 2013	Sep. 28, 2013	Mar. 29, 2014	Mar. 30, 2013
Fair Value Measurement [Line Items]
Impairment charge			$ 700,000	$ 28,600,000
Impairment charge allocated to intangible assets				27,100,000
Impairment charge allocated to property and equipment				33,308,000	47,000
Asset impairment charge		3,100,000
Cost-method equity investments in non-publicly traded securities	8,700,000		12,600,000	8,700,000
Other-than-temporary impairment charges	3,000,000			3,700,000
Fair value of Senior Notes	1,060,000,000			1,060,000,000
Property and equipment [Member]
Fair Value Measurement [Line Items]
Impairment charge allocated to property and equipment				1,500,000
Cost of product revenues [Member]
Fair Value Measurement [Line Items]
Impairment charge allocated to property and equipment				300,000
General and Administrative Expenses [Member]
Fair Value Measurement [Line Items]
Impairment charge allocated to property and equipment				1,200,000
Level Three Investments [Member]
Fair Value Measurement [Line Items]
Other-than-temporary impairment charges				1,700,000
Credit Agreement [Member]
Fair Value Measurement [Line Items]
Borrowed principal under credit agreement	$ 2,080,000,000			$ 2,080,000,000

XML

Stock-Based Compensation - Stock-Based Compensation Expense in Consolidated Statements of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 12,372	$ 19,013	$ 26,098	$ 31,079
Cost of Revenues [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	2,133	1,723	3,643	3,557
Research and Development [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	2,224	2,015	4,097	3,883
Selling and Marketing [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	2,352	2,567	4,101	4,768
General and Administrative [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	5,663	5,739	9,496	11,680
Restructuring [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		$ 6,969	$ 4,761	$ 7,191

XML

Borrowings and Credit Arrangements - Interest Expense under Convertible Notes (Parenthetical) (Detail) (Convertible Notes Payable [Member])	Mar. 29, 2014	Mar. 30, 2013
Convertible Notes Payable [Member]
Debt Conversion [Line Items]
Percentage of accrued interest on Convertible Notes	2.00%	2.00%

XML

Supplemental Guarantor Condensed Consolidating Financials - Schedule of Supplemental Condensed Consolidating Statements of Comprehensive (Loss) Income (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Schedule of Condensed Consolidating Statement of Comprehensive Income [Line Items]
Net (loss) income	$ (16,765)	$ (51,104)	$ (22,116)	$ (47,986)
Changes in foreign currency translation adjustment	(5,763)	(8,288)	(6,951)	(6,319)
Changes in unrealized holding gain on available-for-sale securities	(1,048)	2,687	(2,228)	2,130
Changes in pension plans, net of taxes			(615)
Comprehensive (loss) income	(23,576)	(56,705)	(31,910)	(52,175)
Eliminations [Member]
Schedule of Condensed Consolidating Statement of Comprehensive Income [Line Items]
Net (loss) income	13,059	(69)	3,395	(74,529)
Changes in foreign currency translation adjustment
Changes in unrealized holding gain on available-for-sale securities
Changes in pension plans, net of taxes
Comprehensive (loss) income	13,059	(69)	3,395	(74,529)
Parent/Issuer [Member]
Schedule of Condensed Consolidating Statement of Comprehensive Income [Line Items]
Net (loss) income	(16,765)	(51,104)	(22,116)	(47,986)
Changes in foreign currency translation adjustment
Changes in unrealized holding gain on available-for-sale securities
Changes in pension plans, net of taxes
Comprehensive (loss) income	(16,765)	(51,104)	(22,116)	(47,986)
Guarantor Subsidiaries [Member]
Schedule of Condensed Consolidating Statement of Comprehensive Income [Line Items]
Net (loss) income	20,396	4,838	39,468	66,892
Changes in foreign currency translation adjustment	26	(341)	115	236
Changes in unrealized holding gain on available-for-sale securities	(1,048)	2,687	(2,228)	2,130
Changes in pension plans, net of taxes
Comprehensive (loss) income	19,374	7,184	37,355	69,258
Non-Guarantor Subsidiaries [Member]
Schedule of Condensed Consolidating Statement of Comprehensive Income [Line Items]
Net (loss) income	(33,455)	(4,769)	(42,863)	7,637
Changes in foreign currency translation adjustment	(5,789)	(7,947)	(7,066)	(6,555)
Changes in unrealized holding gain on available-for-sale securities
Changes in pension plans, net of taxes			(615)
Comprehensive (loss) income	$ (39,244)	$ (12,716)	$ (50,544)	$ 1,082

XML

Stock-Based Compensation - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended	6 Months Ended
	Dec. 28, 2013 Portions	Mar. 29, 2014	Mar. 30, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted		2.2	2.2
Weighted-average exercise prices		$ 21.85	$ 19.91
Share-based compensation, stock option outstanding		11.1
Weighted-average exercise price of options outstanding		$ 19.89
Market stock units granted during the period	0.1
Valuation of MSUs using Monte Carlo simulation model	$ 18.65
Number of separate tranches	3
Percentage in separate tranches	33.33%
Trading period considered for determination of average price of stock for stock based award	30 days
Restricted stock units	0.2
Purchase of common stock from open market	0.2
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units	0.4
Restricted stock units (RSUs), weighted average grant date fair values	$ 21.77
Minimum eligible percentage to receive target number of shares of company's common stock	0.00%
Maximum eligible percentage to receive target number of shares of company's common stock	200.00%
Restricted Stock Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock units		2.3	1.9
Restricted stock units (RSUs), weighted average grant date fair values		$ 21.53	$ 19.86
Unvested RSUs outstanding		4.1
Unvested RSUs weighted-average grant date fair value		$ 20.29
Restricted stock units vesting period	3 years
Unrecognized compensation expense		$ 79.6
Weighted-average period for recognition of unrecognized stock-based compensation, years		3 years
Stock Option Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense		$ 32.2
Weighted-average period for recognition of unrecognized stock-based compensation, years		3 years 4 months 24 days

XML

Borrowings and Credit Arrangements - Additional Information (Detail) (USD $)	3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		3 Months Ended		6 Months Ended		0 Months Ended			1 Months Ended	6 Months Ended	1 Months Ended						6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014 Credit Agreement [Member]	Mar. 30, 2013 Credit Agreement [Member]	Mar. 29, 2014 Credit Agreement [Member]	Mar. 30, 2013 Credit Agreement [Member]	Mar. 29, 2014 Senior Notes [Member]	Mar. 30, 2013 Senior Notes [Member]	Mar. 29, 2014 Senior Notes [Member]	Mar. 30, 2013 Senior Notes [Member]	Dec. 18, 2013 Convertible Notes [Member]	Sep. 28, 2013 Term Loan B [Member] Subsequent Event [Member]	Sep. 28, 2013 Term Loan B [Member] Credit Agreement [Member]	Feb. 26, 2014 Term Loan B [Member] Credit Agreement [Member]	Mar. 29, 2014 Term Loan B [Member] Credit Agreement [Member]	Feb. 26, 2014 Term Loan B [Member] Credit Agreement [Member] Base Rate Floor [Member]	Feb. 26, 2014 Term Loan B [Member] Credit Agreement [Member] Percentage Added to Base Rate [Member]	Feb. 26, 2014 Term Loan B [Member] Credit Agreement [Member] Eurodollar Rate Floor [Member]	Feb. 26, 2014 Term Loan B [Member] Credit Agreement [Member] Percentage Added to Eurodollar Rate [Member]	Nov. 14, 2013 2007 Notes [Member]	Mar. 29, 2014 2007 Notes [Member] Convertible Notes [Member]	Mar. 29, 2014 Term Loan A [Member] Credit Agreement [Member]
Debt Instrument [Line Items]
Prepayment of debt														$ 100,000,000
Debt extinguishment loss	4,437,000	3,247,000	7,377,000	3,247,000											2,900,000
Issue price of principal amount, Senior notes																99.875%
Debt instrument base rate																		1.75%	1.50%	0.75%	2.50%
Prepaid principal amount																25,000,000
Basis point reduction in the interest rate on the New Term Loan B																0.50
Refinancing issuance costs			1,000,000
Weighted average interest rates, Borrowings outstanding under the credit agreement					3.01%		3.01%
Interest rates under Term Loans																	3.25%							2.15%
Interest expense					19,200,000	28,500,000	39,600,000	58,600,000	16,000,000	16,000,000	32,000,000	32,000,000
Non-cash interest expense amortization of debt discount and deferred financing costs			35,820,000	41,387,000	3,200,000	4,100,000	6,500,000	7,800,000	400,000	400,000	800,000	800,000
Third-party costs		2,400,000
Debt instrument maturity date											Aug. 01, 2020
Senior note interest rate per year											6.25%
Redemption price of notes													100.00%
Maturity period																							2037
Notes principal amount																						$ 405,000,000

XML

Business Segments and Geographic Information (Tables)

6 Months Ended

Mar. 29, 2014

Segment Reporting [Abstract]

Segment Information

Segment information is as follows:

	Three Months Ended					Six Months Ended
	March 29, 2014		March 30, 2013			March 29, 2014		March 30, 2013
Total revenues:
Diagnostics	$	290,802	$	296,507		$	576,568	$	602,423
Breast Health		238,705		220,058			465,196		440,866
GYN Surgical		72,043		73,692			150,897		154,601
Skeletal Health		23,458		22,406			44,795		46,135
	$	625,008	$	612,663		$	1,237,456	$	1,244,025
Operating income (loss):
Diagnostics	$	15,243	$	(46,978	)	$	19,997	$	(32,683	)
Breast Health		25,818		47,892			69,667		92,837
GYN Surgical		6,579		2,241			17,702		2,863
Skeletal Health		2,610		2,387			4,169		5,754
	$	50,250	$	5,542		$	111,535	$	68,771
Depreciation and amortization:
Diagnostics	$	94,612	$	89,402		$	186,798	$	180,944
Breast Health		9,163		10,124			18,524		20,054
GYN Surgical		26,042		26,524			52,088		53,003
Skeletal Health		227		226			453		430
	$	130,044	$	126,276		$	257,863	$	254,431
Capital expenditures:
Diagnostics	$	14,841	$	13,464		$	25,097	$	27,318
Breast Health		2,275		5,910			4,080		9,490
GYN Surgical		2,194		2,171			3,980		4,916
Skeletal Health		40		28			182		206
Corporate		2,006		2,823			4,402		4,913
	$	21,356	$	24,396		$	37,741	$	46,843

	March 29, 2014		September 28, 2013
Identifiable assets:
Diagnostics	$	4,528,340	$	4,667,942
Breast Health		877,923		932,206
GYN Surgical		1,802,207		1,849,518
Skeletal Health		33,369		33,508
Corporate		1,120,556		1,517,649
	$	8,362,395	$	9,000,823

Revenues by Geography

Revenues by geography as a percentage of total revenues were as follows:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
United States		74%		75%		74%		74%
Europe		15%		12%		15%		14%
Asia-Pacific		7%		9%		7%		8%
All others		4%		4%		4%		4%
		100%		100%		100%		100%

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Other Balance Sheet Information - Other Balance Sheet Information of Inventories (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2014	Sep. 28, 2013
Statement Of Financial Position [Abstract]
Raw materials	$ 117,356	$ 115,575
Work-in-process	59,635	51,171
Finished goods	133,989	122,617
Inventory net	$ 310,980	$ 289,363

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Supplemental Guarantor Condensed Consolidating Financials - Schedule of Supplemental Condensed Consolidating Balance Sheet (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2014	Sep. 28, 2013	Mar. 30, 2013	Sep. 29, 2012
Current assets:
Cash and cash equivalents	$ 484,522	$ 822,490	$ 744,996	$ 560,430
Restricted cash	5,857	6,914
Accounts receivable, net	387,633	409,273
Inventories	310,980	289,363
Deferred income tax assets	34,398
Prepaid income taxes		44,745
Prepaid expenses and other current assets	41,170	48,361
Intercompany receivables
Other current assets - assets held-for-sale		2,997
Total current assets	1,264,560	1,624,143
Property, plant and equipment, net	472,154	491,528
Intangible assets, net	3,667,597	3,906,722
Goodwill	2,809,814	2,814,528
Other assets	148,270	163,902
Long term intercompany receivables
Investment in subsidiaries
Total assets	8,362,395	9,000,823
Current liabilities:
Current portion of long-term debt	89,497	563,812
Accounts payable	68,197	80,534
Accrued expenses	248,287	271,931
Deferred revenue	144,702	132,319
Deferred income tax liabilities		39,810
Intercompany payables
Total current liabilities	550,683	1,088,406
Long-term debt, net of current portion	4,183,958	4,242,098
Deferred income tax liabilities	1,450,342	1,535,306
Deferred service obligations - long-term	22,458	25,456
Long-term intercompany payables
Other long-term liabilities	174,851	168,044
Total stockholders' equity	1,980,103	1,941,513
Total liabilities and stockholders' equity	8,362,395	9,000,823
Eliminations [Member]
Current assets:
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Inventories
Deferred income tax assets		(19,536)
Prepaid income taxes	(3,540)	(4,689)
Prepaid expenses and other current assets
Intercompany receivables	(2,624,095)	(2,474,451)
Other current assets - assets held-for-sale
Total current assets	(2,627,635)	(2,498,676)
Property, plant and equipment, net
Intangible assets, net
Goodwill
Other assets
Long term intercompany receivables	(144,000)
Investment in subsidiaries	(8,847,404)	(8,798,932)
Total assets	(11,619,039)	(11,297,608)
Current liabilities:
Current portion of long-term debt
Accounts payable
Accrued expenses	(3,807)	(4,967)
Deferred revenue
Deferred income tax liabilities		(19,536)
Intercompany payables	(2,626,854)	(2,482,500)
Total current liabilities	(2,630,661)	(2,507,003)
Long-term debt, net of current portion
Deferred income tax liabilities
Deferred service obligations - long-term		(2,170)
Long-term intercompany payables	(144,000)
Other long-term liabilities
Total stockholders' equity	(8,844,378)	(8,788,435)
Total liabilities and stockholders' equity	(11,619,039)	(11,297,608)
Parent/Issuer [Member]
Current assets:
Cash and cash equivalents	139,343	321,523	188,551	210,028
Restricted cash
Accounts receivable, net	108,850	126,036
Inventories	83,479	81,924
Deferred income tax assets	14,907
Prepaid income taxes		47,131
Prepaid expenses and other current assets	19,252	16,246
Intercompany receivables
Other current assets - assets held-for-sale
Total current assets	365,831	592,860
Property, plant and equipment, net	28,596	29,313
Intangible assets, net	16,011	19,925
Goodwill	282,448	283,038
Other assets	98,195	103,548
Long term intercompany receivables
Investment in subsidiaries	8,648,043	8,667,620
Total assets	9,439,124	9,696,304
Current liabilities:
Current portion of long-term debt	89,497	563,812
Accounts payable	27,969	27,865
Accrued expenses	136,690	152,950
Deferred revenue	105,712	93,306
Deferred income tax liabilities		59,346
Intercompany payables	2,576,709	2,418,089
Total current liabilities	2,936,577	3,315,368
Long-term debt, net of current portion	4,183,958	4,242,098
Deferred income tax liabilities	78,567	89,085
Deferred service obligations - long-term	8,855	11,251
Long-term intercompany payables	144,000
Other long-term liabilities	107,064	96,990
Total stockholders' equity	1,980,103	1,941,512
Total liabilities and stockholders' equity	9,439,124	9,696,304
Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	242,863	387,422	455,672	269,416
Restricted cash
Accounts receivable, net	177,540	174,433
Inventories	172,075	146,678
Deferred income tax assets	18,591	19,042
Prepaid income taxes	2,583	2,303
Prepaid expenses and other current assets	13,445	21,112
Intercompany receivables	2,576,516	2,442,502
Other current assets - assets held-for-sale
Total current assets	3,203,613	3,193,492
Property, plant and equipment, net	343,091	356,736
Intangible assets, net	3,585,729	3,784,987
Goodwill	2,391,294	2,390,939
Other assets	48,226	58,446
Long term intercompany receivables	144,000
Investment in subsidiaries	199,081	129,016
Total assets	9,915,034	9,913,616
Current liabilities:
Current portion of long-term debt
Accounts payable	29,867	42,661
Accrued expenses	67,889	79,629
Deferred revenue	8,062	7,958
Deferred income tax liabilities
Intercompany payables
Total current liabilities	105,818	130,248
Long-term debt, net of current portion
Deferred income tax liabilities	1,361,467	1,435,522
Deferred service obligations - long-term	3,750	3,511
Long-term intercompany payables
Other long-term liabilities	32,844	37,598
Total stockholders' equity	8,411,155	8,306,737
Total liabilities and stockholders' equity	9,915,034	9,913,616
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	102,316	113,545	100,773	80,986
Restricted cash	5,857	6,914
Accounts receivable, net	101,243	108,804
Inventories	55,426	60,761
Deferred income tax assets	900	494
Prepaid income taxes	957
Prepaid expenses and other current assets	8,473	11,003
Intercompany receivables	47,579	31,949
Other current assets - assets held-for-sale		2,997
Total current assets	322,751	336,467
Property, plant and equipment, net	100,467	105,479
Intangible assets, net	65,857	101,810
Goodwill	136,072	140,551
Other assets	1,849	1,908
Long term intercompany receivables
Investment in subsidiaries	280	2,296
Total assets	627,276	688,511
Current liabilities:
Current portion of long-term debt
Accounts payable	10,361	10,008
Accrued expenses	47,515	44,319
Deferred revenue	30,928	31,055
Deferred income tax liabilities
Intercompany payables	50,145	64,411
Total current liabilities	138,949	149,793
Long-term debt, net of current portion
Deferred income tax liabilities	10,308	10,699
Deferred service obligations - long-term	9,853	12,864
Long-term intercompany payables
Other long-term liabilities	34,943	33,456
Total stockholders' equity	433,223	481,699
Total liabilities and stockholders' equity	$ 627,276	$ 688,511

XML

Fair Value Measurements (Tables)

6 Months Ended

Mar. 29, 2014

Fair Value Disclosures [Abstract]

Fair Value Assets and Liabilities Measured on Recurring Basis

Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following at March 29, 2014:

			Fair Value at Reporting Date Using
	Balance as of March 29, 2014		Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities:
Equity security	$	15,859	$	15,859	$	—	$	—
Mutual funds		18,744		18,744		—		—
Total	$	34,603	$	34,603	$	—	$	—
Liabilities:
Deferred compensation liabilities	$	40,464	$	40,464	$	—	$	—
Contingent consideration		3,393		—		—		3,393
Total	$	43,857	$	40,464	$	—	$	3,393

Changes in Fair Value of Recurring Fair Value Measurements Using Significant Unobservable Inputs (Level 3), Consisting of Contingent Consideration Liabilities

Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3), which solely consisted of contingent consideration liabilities, were as follows:

	Three Months Ended						Six Months Ended
	March 29, 2014			March 30, 2013			March 29, 2014			March 30, 2013
Balance at beginning of period	$	3,647		$	93,000		$	3,780		$	86,368
Fair value adjustments		—			799			—			10,839
Payments		(254	)		(90,172	)		(387	)		(93,580	)
Balance at end of period	$	3,393		$	3,627		$	3,393		$	3,627

Schedule of Estimated Fair Value of Assets Measured on a Nonrecurring Basis

The following chart depicts the level of inputs within the fair value hierarchy used to estimate the fair value of assets measured on a nonrecurring basis for which the Company recorded impairment charges in fiscal 2014:

			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Market for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Fiscal 2014:
Intangible assets	$	18,272			$	18,272	$	(27,089	)
Property and equipment		1,015				1,015		(1,505	)
Buildings		1,388				1,388		(3,132	)
Cost-method equity investments		778				778		(3,705	)
							$	(35,431	)

Estimated Fair Values of Convertible Notes

The estimated fair values of the Company’s Convertible Notes were as follows:

	March 29, 2014		September 28, 2013
2007 Notes	$	—	$	405,000
2010 Notes		507,800		510,800
2012 Notes		502,800		518,800
2013 Notes		390,900		385,700
	$	1,401,500	$	1,820,300

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Commitments and Contingencies - Summary of Contingent Consideration Charges Recorded to the Consolidated Statement of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Other Contingencies And Commitments [Line Items]
Contingent consideration - compensation expense	$ 29,388	$ 0	$ 58,874
Contingent consideration - fair value adjustments	799		10,839
Contingent consideration total	30,187		69,713
Interlace Medical, Inc. [Member]
Other Contingencies And Commitments [Line Items]
Contingent consideration - fair value adjustments	799		10,839
Contingent consideration total	799		10,839
TCT International Co., Ltd. [Member]
Other Contingencies And Commitments [Line Items]
Contingent consideration - compensation expense	29,388		58,874
Contingent consideration total	$ 29,388		$ 58,874

XML

Restructuring and Divestiture Charges - Charges Taken Related to Restructuring Actions (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended		6 Months Ended	12 Months Ended		6 Months Ended	12 Months Ended		6 Months Ended	12 Months Ended		6 Months Ended	12 Months Ended		6 Months Ended	12 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013	Sep. 29, 2012 Fiscal 2012 Charges [Member] Restructuring [Member]	Sep. 28, 2013 Fiscal 2013 Charges [Member] Restructuring [Member]	Mar. 29, 2014 Fiscal 2014 Charges [Member] Restructuring [Member]	Sep. 29, 2012 Consolidation of Diagnostics Operations [Member] Fiscal 2012 Charges [Member] Restructuring [Member]	Sep. 28, 2013 Consolidation of Diagnostics Operations [Member] Fiscal 2013 Charges [Member] Restructuring [Member]	Mar. 29, 2014 Consolidation of Diagnostics Operations [Member] Fiscal 2014 Charges [Member] Restructuring [Member]	Sep. 29, 2012 Closure of Indianapolis Facility [Member] Fiscal 2012 Charges [Member] Restructuring [Member]	Sep. 28, 2013 Closure of Indianapolis Facility [Member] Fiscal 2013 Charges [Member] Restructuring [Member]	Mar. 29, 2014 Closure of Indianapolis Facility [Member] Fiscal 2014 Charges [Member] Restructuring [Member]	Sep. 29, 2012 Fiscal 2014 Actions [Member] Fiscal 2012 Charges [Member] Restructuring [Member]	Sep. 28, 2013 Fiscal 2014 Actions [Member] Fiscal 2013 Charges [Member] Restructuring [Member]	Mar. 29, 2014 Fiscal 2014 Actions [Member] Fiscal 2014 Charges [Member] Restructuring [Member]	Sep. 29, 2012 Fiscal 2013 Actions [Member] Fiscal 2012 Charges [Member] Restructuring [Member]	Sep. 28, 2013 Fiscal 2013 Actions [Member] Fiscal 2013 Charges [Member] Restructuring [Member]	Mar. 29, 2014 Fiscal 2013 Actions [Member] Fiscal 2014 Charges [Member] Restructuring [Member]	Sep. 29, 2012 Other Operating Cost Reductions [Member] Fiscal 2012 Charges [Member] Restructuring [Member]	Sep. 28, 2013 Other Operating Cost Reductions [Member] Fiscal 2013 Charges [Member] Restructuring [Member]	Mar. 29, 2014 Other Operating Cost Reductions [Member] Fiscal 2014 Charges [Member] Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Workforce reductions					$ 15,249	$ 31,214	$ 25,983	$ 14,202	$ 13,950	$ 1,671	$ 879	$ 4,805	$ 238			$ 15,948		$ 11,332	$ 932	$ 168	$ 1,127	$ 7,194
Non-cash impairment charge			33,308	47	585	54	3,132	585													54	3,132
Purchase orders and other contractual obligations					351															351
Facility closure costs					430	550	445					173	445							430	377
Other					900	929	128				900	651						42			236	128
Fiscal restructuring charges					17,515	32,693	29,688	14,787	13,950	1,671	1,779	5,629	683			15,948		11,374	932	949	1,740	10,454
Divestiture net charges						112	221
Fiscal restructuring and divestiture charges	$ 11,559	$ 12,462	$ 29,909	$ 16,395	$ 17,515	$ 32,805	$ 29,909	$ 14,787			$ 1,779									$ 949

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Fair Value Measurements - Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2014
Assets:
Assets measured at fair value on a recurring basis	$ 34,603
Liabilities:
Liabilities measured at fair value on a recurring basis	43,857
Equity Security [Member]
Assets:
Assets measured at fair value on a recurring basis	15,859
Mutual Funds [Member]
Assets:
Assets measured at fair value on a recurring basis	18,744
Deferred Compensation Liabilities [Member]
Liabilities:
Liabilities measured at fair value on a recurring basis	40,464
Contingent Consideration [Member]
Liabilities:
Liabilities measured at fair value on a recurring basis	3,393
Quoted Prices in Active Market for Identical Assets (Level 1) [Member]
Assets:
Assets measured at fair value on a recurring basis	34,603
Liabilities:
Liabilities measured at fair value on a recurring basis	40,464
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | Equity Security [Member]
Assets:
Assets measured at fair value on a recurring basis	15,859
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | Mutual Funds [Member]
Assets:
Assets measured at fair value on a recurring basis	18,744
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | Deferred Compensation Liabilities [Member]
Liabilities:
Liabilities measured at fair value on a recurring basis	40,464
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Assets measured at fair value on a recurring basis
Liabilities:
Liabilities measured at fair value on a recurring basis
Significant Other Observable Inputs (Level 2) [Member] | Equity Security [Member]
Assets:
Assets measured at fair value on a recurring basis
Significant Other Observable Inputs (Level 2) [Member] | Mutual Funds [Member]
Assets:
Assets measured at fair value on a recurring basis
Significant Other Observable Inputs (Level 2) [Member] | Deferred Compensation Liabilities [Member]
Liabilities:
Liabilities measured at fair value on a recurring basis
Significant Other Observable Inputs (Level 2) [Member] | Contingent Consideration [Member]
Liabilities:
Liabilities measured at fair value on a recurring basis
Significant Unobservable Inputs (Level 3) [Member]
Assets:
Assets measured at fair value on a recurring basis
Liabilities:
Liabilities measured at fair value on a recurring basis	3,393
Significant Unobservable Inputs (Level 3) [Member] | Equity Security [Member]
Assets:
Assets measured at fair value on a recurring basis
Significant Unobservable Inputs (Level 3) [Member] | Mutual Funds [Member]
Assets:
Assets measured at fair value on a recurring basis
Significant Unobservable Inputs (Level 3) [Member] | Deferred Compensation Liabilities [Member]
Liabilities:
Liabilities measured at fair value on a recurring basis
Significant Unobservable Inputs (Level 3) [Member] | Contingent Consideration [Member]
Liabilities:
Liabilities measured at fair value on a recurring basis	$ 3,393

XML

Marketable Securities - Reconciles Cost Basis to Fair Market Value of Company's Equity Security (Detail) (Equity Security [Member], USD $) In Thousands, unless otherwise specified	Mar. 29, 2014	Sep. 28, 2013
Equity Security [Member]
Schedule Of Marketable Securities [Line Items]
Equity security, Cost	$ 5,931	$ 5,931
Equity security, Gross Unrealized Gains	9,928	12,156
Equity security, Gross Unrealized Losses
Equity security, Fair Value	$ 15,859	$ 18,087

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Product Warranties - Product Warranty (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013
Guarantees [Abstract]
Balance at Beginning of Period	$ 9,258	$ 6,179
Provisions	4,320	5,328
Settlements/ Adjustments	(5,058)	(4,965)
Balance at End of Period	$ 8,520	$ 6,542

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Business Segments and Geographic Information - Revenues by Geography (Detail)	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Schedule Of Geographical Segments [Line Items]
Revenues	100.00%	100.00%	100.00%	100.00%
United States [Member]
Schedule Of Geographical Segments [Line Items]
Revenues	74.00%	75.00%	74.00%	74.00%
Europe [Member]
Schedule Of Geographical Segments [Line Items]
Revenues	15.00%	12.00%	15.00%	14.00%
Asia-Pacific [Member]
Schedule Of Geographical Segments [Line Items]
Revenues	7.00%	9.00%	7.00%	8.00%
All Others [Member]
Schedule Of Geographical Segments [Line Items]
Revenues	4.00%	4.00%	4.00%	4.00%

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Borrowings and Credit Arrangements - Interest Expense under Convertible Notes (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Debt Conversion [Line Items]
Non-cash interest expense			$ 35,820	$ 41,387
Convertible Notes Payable [Member]
Debt Conversion [Line Items]
Amortization of debt discount	8,341	13,621	19,887	29,265
Amortization of deferred financing costs	413	790	1,063	1,698
Principal accretion	7,584	1,789	7,584	1,789
Non-cash interest expense	12,564	16,200	28,534	32,752
2.00% accrued interest	4,751	8,616	12,870	17,226
Interest expense, net	$ 17,315	$ 24,816	$ 41,404	$ 49,978

XML

Fair Value Measurements

6 Months Ended

Mar. 29, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

(2) Fair Value Measurements

Assets/Liabilities Measured and Recorded at Fair Value on a Recurring Basis

The Company has an equity investment in a publicly-traded company and mutual funds, both of which are valued using quoted market prices, representing Level 1 assets. The Company has a payment obligation to the participants under its Nonqualified Deferred Compensation Plan (“DCP”). This liability is recorded at fair value based on the underlying value of certain hypothetical investments under the DCP as designated by each participant for their benefit. Since the value of the DCP obligation is based on market prices, the liability is classified within Level 1. In addition, in fiscal 2013, the Company had contingent consideration liabilities related to its acquisitions that were recorded at fair value and were based on Level 3 inputs (see Note 5(a)).

Assets and liabilities measured and recorded at fair value on a recurring basis consisted of the following at March 29, 2014:

			Fair Value at Reporting Date Using
	Balance as of March 29, 2014		Quoted Prices in Active Market for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities:
Equity security	$	15,859	$	15,859	$	—	$	—
Mutual funds		18,744		18,744		—		—
Total	$	34,603	$	34,603	$	—	$	—
Liabilities:
Deferred compensation liabilities	$	40,464	$	40,464	$	—	$	—
Contingent consideration		3,393		—		—		3,393
Total	$	43,857	$	40,464	$	—	$	3,393

Changes in the fair value of recurring fair value measurements using significant unobservable inputs (Level 3), which solely consisted of contingent consideration liabilities, were as follows:

	Three Months Ended						Six Months Ended
	March 29, 2014			March 30, 2013			March 29, 2014			March 30, 2013
Balance at beginning of period	$	3,647		$	93,000		$	3,780		$	86,368
Fair value adjustments		—			799			—			10,839
Payments		(254	)		(90,172	)		(387	)		(93,580	)
Balance at end of period	$	3,393		$	3,627		$	3,393		$	3,627

The contingent consideration liability at March 29, 2014 is related to the Company’s acquisition of Interlace Medical, Inc. (“Interlace”) and represents the remaining amounts withheld from payments made to the former stockholders of Interlace for legal indemnification provisions. As of the end of the second quarter of fiscal 2013, the Interlace contingent liability was no longer being remeasured as the final measurement period lapsed. The withheld amount is being used to pay qualifying legal expenses in connection with the litigation with Smith & Nephew, Inc. (“Smith & Nephew”) (see Note 5(b)).

Assets Measured and Recorded at Fair Value on a Nonrecurring Basis

The Company remeasures the fair value of certain assets and liabilities upon the occurrence of certain events. Such assets are comprised of cost-method equity investments and long-lived assets, including property, plant and equipment, intangible assets and goodwill.

In the second quarter of fiscal 2014, the Company evaluated its MRI breast coils product line asset group, which is within its Breast Health segment, for impairment due to the Company’s current expectation that it will be sold or disposed of significantly before the end of its previously estimated useful life. The undiscounted cash flows expected to be generated by this asset group over its estimated remaining useful life were not sufficient to recover its carrying value. The Company has estimated the fair value of the asset group using market participant assumptions, which is based on underlying cash flow estimates, resulting in an impairment charge of $28.6 million. Pursuant to ASC 360, Property, Plant, and Equipment-Other, subtopic 10-35-28, the impairment charge has been allocated to the long-lived assets, with $27.1 million to intangible assets and $1.5 million to property and equipment. The property and equipment charge has been recorded to cost of product revenues and general and administrative expenses in the amounts of $0.3 million and $1.2 million, respectively. The estimated fair value of this asset group is subject to change and additional charges may be recorded in the future. The Company believes this adjustment falls within Level 3 of the fair value hierarchy.

In the first quarter of fiscal 2014, the Company recorded a $3.1 million impairment charge to record certain of its buildings at fair value related to the Hitec organic photoconductor manufacturing line shutdown (see Note 3). The Company believes this adjustment falls within Level 3 of the fair value hierarchy.

The Company holds certain cost-method equity investments in non-publicly traded securities aggregating $8.7 million and $12.6 million at March 29, 2014 and September 28, 2013, respectively, which are included in other long-term assets on the Company’s Consolidated Balance Sheets. These investments are generally carried at cost, less any write-downs for other-than-temporary impairment charges. To determine the fair value of these investments, the Company uses all available financial information related to the entities, including information based on recent or pending third-party equity investments in these entities. In certain instances, a cost method investment’s fair value is not estimated as there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment and to do so would be impractical. In the three and six month periods ended March 29, 2014, the Company recorded other-than-temporary impairment charges of $3.0 million and $3.7 million, respectively, related to its cost-method equity investments. In the second quarter of fiscal 2013, the Company recorded an other-than-temporary impairment charge of $1.7 million related to one of these investments. These represent Level 3 measurements.

The following chart depicts the level of inputs within the fair value hierarchy used to estimate the fair value of assets measured on a nonrecurring basis for which the Company recorded impairment charges in fiscal 2014:

			Fair Value Measurements Using
	Fair Value		Quoted Prices in Active Market for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)		Total Gains (Losses)
Fiscal 2014:
Intangible assets	$	18,272			$	18,272	$	(27,089	)
Property and equipment		1,015				1,015		(1,505	)
Buildings		1,388				1,388		(3,132	)
Cost-method equity investments		778				778		(3,705	)
							$	(35,431	)

Disclosure of Fair Value of Financial Instruments

The Company’s financial instruments mainly consist of cash and cash equivalents, accounts receivable, marketable securities, cost-method equity investments, insurance contracts, DCP liability, accounts payable and debt obligations. The carrying amounts of the Company’s cash equivalents, accounts receivable and accounts payable approximate their fair value due to the short-term nature of these instruments. The Company’s marketable securities are recorded at fair value. The carrying amount of the insurance contracts are recorded at the cash surrender value, as required by U.S. GAAP, which approximates fair value, and the related DCP liability is recorded at fair value. The Company believes the carrying amounts of its cost-method equity investments approximate fair value.

Amounts outstanding under the Company’s Credit Agreement of $2.08 billion aggregate principal are subject to variable rates of interest based on current market rates, and as such, the Company believes the carrying amount of these obligations approximates fair value. The Company’s Senior Notes had a fair value of approximately $1.06 billion as of March 29, 2014 based on their trading price, representing a Level 1 measurement. The fair value of the Company’s Convertible Notes is based on the trading prices of the respective notes at the dates noted and represents a Level 1 measurement. Refer to Note 4 for the carrying amounts of the various components of the Company’s debt.

The estimated fair values of the Company’s Convertible Notes were as follows:

	March 29, 2014		September 28, 2013
2007 Notes	$	—	$	405,000
2010 Notes		507,800		510,800
2012 Notes		502,800		518,800
2013 Notes		390,900		385,700
	$	1,401,500	$	1,820,300

As disclosed in Note 4, the Company redeemed the outstanding 2007 Notes in December 2013.

XML

Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Income Tax Disclosure [Abstract]
Company's effective tax rate	(42.70%)	30.70%	(67.90%)	40.80%
Valuation allowance		$ 19.0		$ 19.0

XML

Restructuring and Divestiture Charges - Charges Taken Related to Accrued Restructuring Actions (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended		12 Months Ended												6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Sep. 29, 2012 Fiscal 2012 Charges [Member] Restructuring [Member]	Sep. 29, 2012 Fiscal 2012 Charges [Member] Consolidation of Diagnostics Operations [Member] Restructuring [Member]	Sep. 29, 2012 Fiscal 2012 Charges [Member] Closure of Indianapolis Facility [Member] Restructuring [Member]	Sep. 29, 2012 Fiscal 2012 Charges [Member] Fiscal 2014 Actions [Member] Restructuring [Member]	Sep. 29, 2012 Fiscal 2012 Charges [Member] Fiscal 2013 Actions [Member] Restructuring [Member]	Sep. 29, 2012 Fiscal 2012 Charges [Member] Other Operating Cost Reductions [Member] Restructuring [Member]	Sep. 28, 2013 Fiscal 2013 Charges [Member] Restructuring [Member]	Sep. 28, 2013 Fiscal 2013 Charges [Member] Consolidation of Diagnostics Operations [Member] Restructuring [Member]	Sep. 28, 2013 Fiscal 2013 Charges [Member] Closure of Indianapolis Facility [Member] Restructuring [Member]	Sep. 28, 2013 Fiscal 2013 Charges [Member] Fiscal 2014 Actions [Member] Restructuring [Member]	Sep. 28, 2013 Fiscal 2013 Charges [Member] Fiscal 2013 Actions [Member] Restructuring [Member]	Sep. 28, 2013 Fiscal 2013 Charges [Member] Other Operating Cost Reductions [Member] Restructuring [Member]	Mar. 29, 2014 Fiscal 2014 Charges [Member] Restructuring [Member]	Mar. 29, 2014 Fiscal 2014 Charges [Member] Consolidation of Diagnostics Operations [Member] Restructuring [Member]	Mar. 29, 2014 Fiscal 2014 Charges [Member] Closure of Indianapolis Facility [Member] Restructuring [Member]	Mar. 29, 2014 Fiscal 2014 Charges [Member] Fiscal 2014 Actions [Member] Restructuring [Member]	Mar. 29, 2014 Fiscal 2014 Charges [Member] Fiscal 2013 Actions [Member] Restructuring [Member]	Mar. 29, 2014 Fiscal 2014 Charges [Member] Other Operating Cost Reductions [Member] Restructuring [Member]
Restructuring Cost and Reserve [Line Items]
Fiscal restructuring charges			$ 17,515	$ 14,787	$ 1,779			$ 949	$ 32,693	$ 13,950	$ 5,629		$ 11,374	$ 1,740	$ 29,688	$ 1,671	$ 683	$ 15,948	$ 932	$ 10,454
Non-cash impairment charges	(33,308)	(47)	(585)	(585)					(54)					(54)	(3,132)					(3,132)
Stock-based compensation			(3,500)	(3,500)					(7,917)	(6,322)			(1,595)		(4,761)			(4,731)	(30)
Severance payments			(2,629)	(2,423)				(206)	(21,438)	(13,068)	(3,048)		(4,425)	(897)	(15,988)	(421)	(3,946)	(6,123)	(4,176)	(1,322)
Other payments			(781)					(781)	(1,151)		(566)		(25)	(560)	(490)		(353)		(9)	(128)
Acquired			83	83
Foreign exchange and other adjustments			113	22				91	(10)	(2)			(14)	6	2				(3)	5
Balance			$ 10,216	$ 8,384	$ 1,779			$ 53	$ 12,339	$ 2,942	$ 3,794		$ 5,315	$ 288	$ 17,658	$ 4,192	$ 178	$ 5,094	$ 2,029	$ 6,165

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Marketable Securities (Tables)

6 Months Ended

Mar. 29, 2014

Investments Debt And Equity Securities [Abstract]

Reconciles Cost Basis to Fair Market Value of Company's Equity Security

The following reconciles the cost basis to the fair market value of the Company’s equity security that is classified as available-for-sale:

Period Ended:	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 29, 2014	$	5,931	$	9,928	$	—	$	15,859
September 28, 2013	$	5,931	$	12,156	$	—	$	18,087

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Commitments and Contingencies (Tables)

6 Months Ended

Mar. 29, 2014

Commitments And Contingencies Disclosure [Abstract]

Summary of Contingent Consideration Charges Recorded to the Consolidated Statements of Operations

A summary of amounts recorded to the Consolidated Statements of Operations is as follows:

Statement of Operations Line Item – 3 Months Ended March 30, 2013	Interlace		TCT		Total
Contingent consideration – compensation expense	$	—	$	29,388	$	29,388
Contingent consideration – fair value adjustments		799		—		799
	$	799	$	29,388	$	30,187

Statement of Operations Line Item – 6 Months Ended March 30, 2013	Interlace		TCT		Total
Contingent consideration – compensation expense	$	—	$	58,874	$	58,874
Contingent consideration – fair value adjustments		10,839		—		10,839
	$	10,839	$	58,874	$	69,713

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Stock-Based Compensation - Weighted-Average Assumptions Utilized to Value Stock Options (Detail) (Employee Stock Purchase Plan [Member], USD $)	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate	1.30%	0.50%	1.20%	0.50%
Expected volatility	41.40%	43.70%	41.40%	43.70%
Expected life (in years)	4 years 6 months	4 years 4 months 24 days	4 years 4 months 24 days	4 years 4 months 24 days
Dividend yield
Weighted average fair value of options granted	$ 7.82	$ 5.83	$ 7.65	$ 6.99

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Restructuring and Divestiture Charges - Additional Information (Detail) (USD $)	3 Months Ended					6 Months Ended	12 Months Ended			3 Months Ended	6 Months Ended		12 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended			3 Months Ended	12 Months Ended	3 Months Ended		6 Months Ended		12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended	3 Months Ended
	Mar. 29, 2014	Dec. 28, 2013	Sep. 28, 2013	Jun. 29, 2013	Mar. 30, 2013	Mar. 29, 2014	Sep. 28, 2013	Sep. 28, 2013 Indiana [Member ]	Sep. 29, 2012 Indiana [Member ]	Mar. 30, 2013 Consolidation of Diagnostics Operations [Member]	Mar. 29, 2014 Consolidation of Diagnostics Operations [Member]	Mar. 30, 2013 Consolidation of Diagnostics Operations [Member]	Sep. 29, 2012 Consolidation of Diagnostics Operations [Member]	Mar. 29, 2014 Consolidation of Diagnostics Operations [Member] Molecular Diagnostics Operations [Member]	Mar. 30, 2013 Consolidation of Diagnostics Operations [Member] Molecular Diagnostics Operations [Member]	Mar. 29, 2014 Consolidation of Diagnostics Operations [Member] Molecular Diagnostics Operations [Member]	Mar. 30, 2013 Consolidation of Diagnostics Operations [Member] Molecular Diagnostics Operations [Member]	Sep. 28, 2013 Consolidation of Diagnostics Operations [Member] Molecular Diagnostics Operations [Member]	Sep. 29, 2012 Consolidation of Diagnostics Operations [Member] Molecular Diagnostics Operations [Member]	Sep. 28, 2013 Consolidation of Diagnostics Operations [Member] Restructuring [Member]	Mar. 24, 2012 One-time Termination Benefits [Member]	Sep. 28, 2013 One-time Termination Benefits [Member]	Dec. 28, 2013 Closure of Indianapolis Facility [Member]	Mar. 30, 2013 Closure of Indianapolis Facility [Member]	Mar. 29, 2014 Closure of Indianapolis Facility [Member]	Mar. 30, 2013 Closure of Indianapolis Facility [Member]	Sep. 29, 2012 Closure of Indianapolis Facility [Member]	Dec. 28, 2013 Closure of Indianapolis Facility [Member] Restructuring [Member]	Sep. 28, 2013 Closure of Indianapolis Facility [Member] Restructuring [Member]	Dec. 28, 2013 Fiscal 2014 Actions [Member]	Mar. 29, 2014 Fiscal 2014 Actions [Member]	Dec. 28, 2013 Fiscal 2014 Actions [Member] Jack Cumming [Member]	Mar. 29, 2014 Fiscal 2014 Actions [Member] Jack Cumming [Member]	Sep. 28, 2013 Employee Severance [Member]	Mar. 29, 2014 Other Operating Cost Reductions [Member]	Dec. 28, 2013 Other Operating Cost Reductions [Member] Employees
Restructuring Cost and Reserve [Line Items]
Severance charges	$ 200,000				$ 4,600,000	$ 900,000				$ 9,700,000		$ 10,500,000	$ 13,300,000	$ 900,000	$ 1,000,000	$ 1,700,000	$ 2,000,000	$ 3,200,000	$ 900,000	$ 10,800,000	$ 600,000	$ 1,100,000	$ 200,000	$ 1,500,000		$ 3,000,000	$ 900,000	$ 400,000	$ 4,800,000		$ 3,000,000	$ 6,600,000		$ 6,800,000
Compensation charges													3,500,000							6,300,000												4,400,000		1,400,000
Employee retention program, payments in cash					9,700,000						0
Estimated aggregate severance charges				5,400,000												7,300,000									5,900,000					6,300,000						9,100,000
Exiting charges								800,000	900,000
Stock compensation related acceleration																														400,000
Additional severance charges																																	200,000
Number of employees affected for severance benefits																																				95
Impairment charges of equipment fair value		3,100,000																																	7,300,000	3,100,000
Impairment charges for assets held-for-sale			700,000			28,600,000
Assets held-for-sale, sales value		2,800,000
Assets held-for-sale, inventory and certain equipment			2,400,000				2,400,000
Assets held-for-sale, goodwill			600,000				600,000
Other restructuring charges						200,000
Gain on the sale of lifecodes business					900,000
Disposition charge							$ 300,000

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Net Loss Per Share (Tables)

6 Months Ended

Mar. 29, 2014

Earnings Per Share [Abstract]

Reconciliation of Basic and Diluted Share Amounts

A reconciliation of basic and diluted share amounts is as follows:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
Basic weighted average common shares outstanding		274,589		268,175		273,648		267,259
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock units		—		—		—		—
Diluted weighted average common shares outstanding		274,589		268,175		273,648		267,259
Weighted-average anti-dilutive shares related to:
Outstanding stock options		7,950		8,081		7,575		9,104
Restricted stock units		517		1,037		733		1,059

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Stock-Based Compensation (Tables)

6 Months Ended

Mar. 29, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation Expense in Consolidated Statements of Operations

The following presents stock-based compensation expense in the Company’s Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
Cost of revenues	$	2,133	$	1,723	$	3,643	$	3,557
Research and development		2,224		2,015		4,097		3,883
Selling and marketing		2,352		2,567		4,101		4,768
General and administrative		5,663		5,739		9,496		11,680
Restructuring and divestiture		—		6,969		4,761		7,191
	$	12,372	$	19,013	$	26,098	$	31,079

Weighted-Average Assumptions Utilized to Value Stock Options

The Company uses a binomial model to determine the fair value of its stock options. The weighted-average assumptions utilized to value these stock options are indicated in the following table:

	Three Months Ended						Six Months Ended
	March 29, 2014			March 30, 2013			March 29, 2014			March 30, 2013
Risk-free interest rate		1.3	%		0.5	%		1.2	%		0.5	%
Expected volatility		41.4	%		43.7	%		41.4	%		43.7	%
Expected life (in years)		4.5			4.4			4.4			4.4
Dividend yield		—			—			—			—
Weighted average fair value of options granted	$	7.82		$	5.83		$	7.65		$	6.99

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Basis of Presentation

6 Months Ended

Mar. 29, 2014

Accounting Policies [Abstract]

Basis of Presentation

(1) Basis of Presentation

The consolidated financial statements of Hologic, Inc. (“Hologic” or the “Company”) presented herein have been prepared pursuant to the rules of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and disclosures required by U.S. generally accepted accounting principles (“GAAP”). These financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended September 28, 2013 included in the Company’s Form 10-K filed with the SEC on November 26, 2013. In the opinion of management, the financial statements and notes contain all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods presented.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

The preparation of financial statements in conformity with U.S. GAAP requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate. Operating results for the three and six months ended March 29, 2014 are not necessarily indicative of the results to be expected for any other interim period or the entire fiscal year ending September 27, 2014.

Subsequent Events Consideration

The Company considers events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to provide additional evidence for certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated as required. There were no material recognized subsequent events recorded in the unaudited consolidated financial statements as of and for the three and six months ended March 29, 2014.

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Other Balance Sheet Information (Tables)

6 Months Ended

Mar. 29, 2014

Text Block [Abstract]

Other Balance Sheet Information of Inventories

	March 29, 2014		September 28, 2013
Inventories
Raw materials	$	117,356	$	115,575
Work-in-process		59,635		51,171
Finished goods		133,989		122,617
	$	310,980	$	289,363

Other Balance Sheet Information of Property, Plant and Equipment

Property, plant and equipment
Equipment and software	$	334,178		$	318,473
Equipment under customer usage agreements		282,177			275,696
Building and improvements		173,930			171,469
Leasehold improvements		62,734			68,159
Land		51,662			51,633
Furniture and fixtures		16,972			22,628
		921,653			908,058
Less – accumulated depreciation and amortization		(449,499	)		(416,530	)
	$	472,154		$	491,528

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Fair Value Measurements - Schedule of Estimated Fair Value of Assets Measured on a Nonrecurring Basis (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Dec. 28, 2013	Mar. 29, 2014	Mar. 30, 2013
Assets And Liabilities Carrying Value And Fair Value [Line Items]
Intangible asset, Total Gains (Losses)		$ (27,100)
Total Gains (Losses)	(3,100)
Cost-method equity investments, Total Gains (Losses)		(3,705)	(1,733)
Fair Value, Measurements, Nonrecurring [Member]
Assets And Liabilities Carrying Value And Fair Value [Line Items]
Intangible assets		18,272
Cost-method equity investments		778
Intangible asset, Total Gains (Losses)		(27,089)
Cost-method equity investments, Total Gains (Losses)		(3,705)
Total Gains (Losses)		(35,431)
Fair Value, Measurements, Nonrecurring [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets And Liabilities Carrying Value And Fair Value [Line Items]
Intangible assets		18,272
Cost-method equity investments		778
Fair Value, Measurements, Nonrecurring [Member] | Property and equipment [Member]
Assets And Liabilities Carrying Value And Fair Value [Line Items]
Fair Value		1,015
Total Gains (Losses)		(1,505)
Fair Value, Measurements, Nonrecurring [Member] | Property and equipment [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets And Liabilities Carrying Value And Fair Value [Line Items]
Fair Value		1,015
Fair Value, Measurements, Nonrecurring [Member] | Buildings [Member]
Assets And Liabilities Carrying Value And Fair Value [Line Items]
Fair Value		1,388
Total Gains (Losses)		(3,132)
Fair Value, Measurements, Nonrecurring [Member] | Buildings [Member] | Significant Unobservable Inputs (Level 3) [Member]
Assets And Liabilities Carrying Value And Fair Value [Line Items]
Fair Value		$ 1,388

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Net Loss Per Share - Reconciliation of Basic and Diluted Share Amounts (Detail) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Earnings Per Share [Line Items]
Basic weighted average common shares outstanding	274,589	268,175	273,648	267,259
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock units
Diluted weighted average common shares outstanding	274,589	268,175	273,648	267,259
Outstanding Stock Options [Member]
Weighted-average anti-dilutive shares related to:
Weighted-average anti-dilutive shares	7,950	8,081	7,575	9,104
Restricted Stock Units [Member]
Weighted-average anti-dilutive shares related to:
Weighted-average anti-dilutive shares	517	1,037	733	1,059

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Supplemental Guarantor Condensed Consolidating Financials - Schedule of Consolidating Statement of Cash Flows (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	$ 218,315	$ 169,528
INVESTING ACTIVITIES
Acquisition of a business		(3,918)
Payment of additional acquisition consideration		(16,808)
Proceeds from sale of business, net	2,431	86,250
Purchase of property and equipment	(19,777)	(25,888)
Increase in equipment under customer usage agreements	(17,964)	(20,955)
Net sales (purchases) of insurance contracts	13,841	(4,000)
Proceeds from sale of intellectual property		60,000
Purchases of mutual funds	(29,732)
Purchase of cost-method investments		(3,625)
Sales of mutual funds	18,564
(Increase) decrease in other assets	(1,932)	(4,951)
Net cash (used in) provided by investing activities	(34,569)	66,105
FINANCING ACTIVITIES
Repayment of long-term debt	(562,500)	(32,500)
Payment of debt issuance cost	(2,446)	(7,019)
Payment of contingent consideration		(42,433)
Payment of deferred acquisition consideration	(4,965)
Net proceeds from issuance of common stock pursuant to employee stock plans	53,718	37,623
Excess tax benefit related to equity awards	4,134	4,437
Payment of minimum tax withholdings on net share settlement of equity awards	(9,163)	(9,972)
Net cash used in financing activities	(521,222)	(49,864)
Effect of exchange rate changes on cash and cash equivalents	(492)	(1,203)
Net increase (decrease) in cash and cash equivalents	(337,968)	184,566
Cash and cash equivalents, beginning of period	822,490	560,430
Cash and cash equivalents, end of period	484,522	744,996
Eliminations [Member]
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities
INVESTING ACTIVITIES
Acquisition of a business
Payment of additional acquisition consideration
Proceeds from sale of business, net
Purchase of property and equipment
Increase in equipment under customer usage agreements
Net sales (purchases) of insurance contracts
Proceeds from sale of intellectual property
Purchases of mutual funds
Purchase of cost-method investments
Sales of mutual funds
(Increase) decrease in other assets
Net cash (used in) provided by investing activities
FINANCING ACTIVITIES
Repayment of long-term debt
Payment of debt issuance cost
Payment of contingent consideration
Payment of deferred acquisition consideration
Net proceeds from issuance of common stock pursuant to employee stock plans
Excess tax benefit related to equity awards
Payment of minimum tax withholdings on net share settlement of equity awards
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Parent/Issuer [Member]
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	343,410	65,009
INVESTING ACTIVITIES
Acquisition of a business		(3,698)
Payment of additional acquisition consideration		(16,808)
Proceeds from sale of business, net
Purchase of property and equipment	(5,643)	(6,397)
Increase in equipment under customer usage agreements	(453)	(335)
Net sales (purchases) of insurance contracts	13,841	(4,000)
Proceeds from sale of intellectual property
Purchases of mutual funds	(29,732)
Purchase of cost-method investments		(3,400)
Sales of mutual funds	18,564
(Increase) decrease in other assets	(945)	(1,984)
Net cash (used in) provided by investing activities	(4,368)	(36,622)
FINANCING ACTIVITIES
Repayment of long-term debt	(562,500)	(32,500)
Payment of debt issuance cost	(2,446)	(7,019)
Payment of contingent consideration		(42,433)
Payment of deferred acquisition consideration	(4,965)
Net proceeds from issuance of common stock pursuant to employee stock plans	53,718	37,623
Excess tax benefit related to equity awards	4,134	4,437
Payment of minimum tax withholdings on net share settlement of equity awards	(9,163)	(9,972)
Net cash used in financing activities	(521,222)	(49,864)
Effect of exchange rate changes on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents	(182,180)	(21,477)
Cash and cash equivalents, beginning of period	321,523	210,028
Cash and cash equivalents, end of period	139,343	188,551
Guarantor Subsidiaries [Member]
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	(122,511)	72,387
INVESTING ACTIVITIES
Acquisition of a business
Payment of additional acquisition consideration
Proceeds from sale of business, net		84,762
Purchase of property and equipment	(9,635)	(14,335)
Increase in equipment under customer usage agreements	(10,546)	(13,031)
Net sales (purchases) of insurance contracts
Proceeds from sale of intellectual property		60,000
Purchases of mutual funds
Purchase of cost-method investments		(225)
Sales of mutual funds
(Increase) decrease in other assets	(1,981)	(1,520)
Net cash (used in) provided by investing activities	(22,162)	115,651
FINANCING ACTIVITIES
Repayment of long-term debt
Payment of debt issuance cost
Payment of contingent consideration
Payment of deferred acquisition consideration
Net proceeds from issuance of common stock pursuant to employee stock plans
Excess tax benefit related to equity awards
Payment of minimum tax withholdings on net share settlement of equity awards
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents	114	(1,782)
Net increase (decrease) in cash and cash equivalents	(144,559)	186,256
Cash and cash equivalents, beginning of period	387,422	269,416
Cash and cash equivalents, end of period	242,863	455,672
Non-Guarantor Subsidiaries [Member]
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	(2,584)	32,132
INVESTING ACTIVITIES
Acquisition of a business		(220)
Payment of additional acquisition consideration
Proceeds from sale of business, net	2,431	1,488
Purchase of property and equipment	(4,499)	(5,156)
Increase in equipment under customer usage agreements	(6,965)	(7,589)
Net sales (purchases) of insurance contracts
Proceeds from sale of intellectual property
Purchases of mutual funds
Purchase of cost-method investments
Sales of mutual funds
(Increase) decrease in other assets	994	(1,447)
Net cash (used in) provided by investing activities	(8,039)	(12,924)
FINANCING ACTIVITIES
Repayment of long-term debt
Payment of debt issuance cost
Payment of contingent consideration
Payment of deferred acquisition consideration
Net proceeds from issuance of common stock pursuant to employee stock plans
Excess tax benefit related to equity awards
Payment of minimum tax withholdings on net share settlement of equity awards
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents	(606)	579
Net increase (decrease) in cash and cash equivalents	(11,229)	19,787
Cash and cash equivalents, beginning of period	113,545	80,986
Cash and cash equivalents, end of period	$ 102,316	$ 100,773

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Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Revenues:
Product	$ 521,135	$ 516,116	$ 1,033,517	$ 1,049,370
Service and other	103,873	96,547	203,939	194,655
Total revenues	625,008	612,663	1,237,456	1,244,025
Costs of revenues:
Product	185,724	207,227	362,602	429,554
Amortization of intangible assets	76,883	75,733	153,549	151,020
Impairment of intangible assets	26,567		26,567
Service and other	53,722	50,377	107,030	102,452
Gross Profit	282,112	279,326	587,708	560,999
Operating expenses:
Research and development	49,915	49,621	98,584	101,130
Selling and marketing	78,657	88,614	161,914	183,057
General and administrative	62,109	64,233	129,928	118,624
Amortization of intangible assets	29,100	28,667	55,316	57,193
Impairment of intangible assets	522		522
Contingent consideration - compensation expense		29,388	0	58,874
Contingent consideration - fair value adjustments		799		10,839
Gain on sale of intellectual property				(53,884)
Restructuring and divestiture charges	11,559	12,462	29,909	16,395
Costs and expenses, total	231,862	273,874	476,173	492,228
Income (loss) from operations	50,250	5,542	111,535	68,771
Interest income	149	207	505	467
Interest expense	(54,449)	(76,049)	(115,739)	(148,130)
Debt extinguishment loss	(4,437)	(3,247)	(7,377)	(3,247)
Other (expense) income, net	(3,263)	(201)	(2,093)	1,038
Loss before income taxes	(11,750)	(73,748)	(13,169)	(81,101)
Provision (benefit) for income taxes	5,015	(22,644)	8,947	(33,115)
Net (loss) income	$ (16,765)	$ (51,104)	$ (22,116)	$ (47,986)
Net loss per common share:
Basic	$ (0.06)	$ (0.19)	$ (0.08)	$ (0.18)
Diluted	$ (0.06)	$ (0.19)	$ (0.08)	$ (0.18)
Weighted average number of shares outstanding:
Basic	274,589	268,175	273,648	267,259
Diluted	274,589	268,175	273,648	267,259

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Borrowings and Credit Arrangements - Company's Borrowings (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2014	Sep. 28, 2013
Debt Instrument [Line Items]
Convertible Notes		$ 400,133
Current debt obligations, net of debt discount	89,497	563,812
Convertible Notes	1,210,595	1,187,992
Total long-term debt obligations	4,183,958	4,242,098
Total debt obligations	4,273,455	4,805,910
Term Loan A [Member]
Debt Instrument [Line Items]
Current debt obligations, net of debt discount	74,628	49,713
Long-term debt obligations, net of debt discount	845,782	894,834
Term Loan B [Member]
Debt Instrument [Line Items]
Current debt obligations, net of debt discount	14,869	113,966
Long-term debt obligations, net of debt discount	1,127,581	1,159,272
Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt obligations, net of debt discount	$ 1,000,000	$ 1,000,000

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Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Mar. 29, 2014	Sep. 28, 2013
Statement Of Financial Position [Abstract]
Accounts receivable, reserves	$ 10,930	$ 8,798
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	1,623	1,623
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	750,000	750,000
Common stock, shares issued	276,236	272,036
Treasury stock, shares		219

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Business Segments and Geographic Information - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2014 Customer	Mar. 30, 2013 Customer	Mar. 29, 2014 Segment Customer	Mar. 30, 2013 Customer	Sep. 28, 2013 Customer
Segment Reporting Disclosure [Line Items]
Number of reportable segments			4
Revenues	$ 625,008	$ 612,663	$ 1,237,456	$ 1,244,025
Customers with balances greater than 10% of accounts receivable	0		0		0
Customer represented greater than 10% of consolidated revenues	0	0	0	0
Intersegment [Member]
Segment Reporting Disclosure [Line Items]
Revenues	$ 0	$ 0	$ 0	$ 0

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Product Warranties (Tables)

6 Months Ended

Mar. 29, 2014

Guarantees [Abstract]

Product Warranty

Product warranty activity was as follows:

	Balance at Beginning of Period		Provisions		Settlements/ Adjustments			Balance at End of Period
Six Months Ended:
March 29, 2014	$	9,258	$	4,320	$	(5,058	)	$	8,520
March 30, 2013	$	6,179	$	5,328	$	(4,965	)	$	6,542

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Goodwill and Intangible Assets - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended	3 Months Ended
	Mar. 29, 2014	Mar. 29, 2014 Developed Technology [Member]	Mar. 29, 2014 Trade Names [Member]
Impairment charges	$ 27,100	$ 26,600	$ 500

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New Accounting Pronouncements

6 Months Ended

Mar. 29, 2014

Accounting Changes And Error Corrections [Abstract]

New Accounting Pronouncements

(15) New Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist. ASU 2013-11 amends the presentation requirements of ASC 740 and requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. To the extent the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. The ASU is effective for annual periods, and interim periods within those years, beginning after December 15, 2013, which is fiscal 2015 for the Company. The amendments are to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2013-11 on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which amends the guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift in operations, such as a disposal of a major line of business or geographic area, that has (or will have) a major effect on an entity’s financial results should be reported as discontinued operations. ASU 2014-08 also expands the disclosure requirements for discontinued operations and adds new disclosures for individually significant dispositions that do not qualify as discontinued operations. ASU 2014-08 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of ASU 2014-08 is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

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Supplemental Guarantor Condensed Consolidating Financials (Tables)

6 Months Ended

Mar. 29, 2014

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Schedule of Supplemental Condensed Consolidating Statement of Operations

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	122,938		$	385,989		$	121,579		$	(109,371	)	$	521,135
Service and other		88,608			17,068			12,342			(14,145	)		103,873
		211,546			403,057			133,921			(123,516	)		625,008
Costs of revenues:
Product		58,047			145,665			91,383			(109,371	)		185,724
Amortization of intangible assets		1,397			74,619			867			—			76,883
Impairment of intangible assets		—			—			26,567			—			26,567
Service and other		51,109			13,893			2,865			(14,145	)		53,722
Gross Profit		100,993			168,880			12,239			—			282,112
Operating expenses:
Research and development		7,695			39,997			2,223			—			49,915
Selling and marketing		17,857			40,532			20,268			—			78,657
General and administrative		15,137			35,530			11,442			—			62,109
Amortization of intangible assets		1,115			26,865			1,120			—			29,100
Impairment of intangible assets		—			—			522			—			522
Restructuring and divestiture charges		1,656			2,331			7,572			—			11,559
		43,460			145,255			43,147			—			231,862
Income (loss) from operations		57,533			23,625			(30,908	)		—			50,250
Interest income		103			901			297			(1,152	)		149
Interest expense		(54,692	)		(308	)		(601	)		1,152			(54,449	)
Debt extinguishment loss		(4,437	)		—			—			—			(4,437	)
Other expense, net		(2,938	)		(186	)		(139	)		—			(3,263	)
(Loss) income before income taxes		(4,431	)		24,032			(31,351	)		—			(11,750	)
Provision (benefit) for income taxes		(1,753	)		4,664			2,104			—			5,015
Equity in earnings (losses) of subsidiaries		(14,087	)		1,028			—			13,059			—
Net (loss) income	$	(16,765	)	$	20,396		$	(33,455	)	$	13,059		$	(16,765	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	228,394		$	767,557		$	247,982		$	(210,416	)	$	1,033,517
Service and other		174,554			32,941			24,086			(27,642	)		203,939
		402,948			800,498			272,068			(238,058	)		1,237,456
Costs of revenues:
Product		110,920			284,425			177,673			(210,416	)		362,602
Amortization of intangible assets		2,794			148,728			2,027			—			153,549
Impairment of intangible assets		—			—			26,567			—			26,567
Service and other		93,429			21,535			19,708			(27,642	)		107,030
Gross Profit		195,805			345,810			46,093			—			587,708
Operating expenses:
Research and development		15,212			78,848			4,524			—			98,584
Selling and marketing		35,783			83,307			42,824			—			161,914
General and administrative		29,793			77,024			23,111			—			129,928
Amortization of intangible assets		1,894			51,028			2,394			—			55,316
Impairment of intangible assets		—			—			522			—			522
Restructuring and divestiture charges		6,646			12,087			11,176			—			29,909
		89,328			302,294			84,551			—			476,173
Income (loss) from operations		106,477			43,516			(38,458	)		—			111,535
Interest income		202			1,206			491			(1,394	)		505
Interest expense		(115,346	)		(616	)		(1,171	)		1,394			(115,739	)
Debt extinguishment loss		(7,377	)		—			—			—			(7,377	)
Other (expense) income, net		6,627			(9,530	)		810			—			(2,093	)
(Loss) income before income taxes		(9,417	)		34,576			(38,328	)		—			(13,169	)
Provision (benefit) for income taxes		(1,812	)		6,224			4,535			—			8,947
Equity in earnings (losses) of subsidiaries		(14,511	)		11,116			—			3,395			—
Net (loss) income	$	(22,116	)	$	39,468		$	(42,863	)	$	3,395		$	(22,116	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	100,614		$	396,913		$	121,340		$	(102,751	)	$	516,116
Service and other		81,176			21,320			9,535			(15,484	)		96,547
		181,790			418,233			130,875			(118,235	)		612,663
Costs of revenues:
Product		52,488			169,259			88,231			(102,751	)		207,227
Amortization of intangible assets		1,309			73,374			1,050			—			75,733
Service and other		40,620			16,828			8,413			(15,484	)		50,377
Gross profit		87,373			158,772			33,181			—			279,326
Operating expenses:
Research and development		7,234			39,973			2,414			—			49,621
Selling and marketing		20,484			45,237			22,893			—			88,614
General and administrative		16,716			38,631			8,886			—			64,233
Amortization of intangible assets		777			26,687			1,203			—			28,667
Contingent consideration – compensation expense		29,388			—			—			—			29,388
Contingent consideration – fair value adjustments		799			—			—			—			799
Restructuring and divestiture charges		164			10,600			3,092			(1,394	)		12,462
		75,562			161,128			38,488			(1,394	)		273,784
Income (loss) from operations		11,811			(2,356	)		(5,307	)		1,394			5,542
Interest income		99			36			72			—			207
Interest expense		(75,238	)		(309	)		(502	)		—			(76,049	)
Debt extinguishment loss		(3,247	)		—			—			—			(3,247	)
Other (expense) income, net		1,638			(3,073	)		1,247			(13	)		(201	)
(Loss) income before income taxes		(64,937	)		(5,702	)		(4,490	)		1,381			(73,748	)
(Benefit) provision for income taxes		(14,842	)		(8,081	)		279			—			(22,644	)
Equity in earnings (losses) of subsidiaries		(1,009	)		2,459			—			(1,450	)		—
Net (loss) income	$	(51,104	)	$	4,838		$	(4,769	)	$	(69	)	$	(51,104	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	198,657		$	774,736		$	254,415		$	(178,438	)	$	1,049,370
Service and other		159,136			44,409			19,407			(28,297	)		194,655
		357,793			819,145			273,822			(206,735	)		1,244,025
Costs of revenues:
Product		106,008			331,988			169,996			(178,438	)		429,554
Amortization of intangible assets		2,615			146,291			2,114			—			151,020
Service and other		78,998			33,585			18,166			(28,297	)		102,452
Gross profit		170,172			307,281			83,546			—			560,999
Operating expenses:
Research and development		14,652			81,726			4,752			—			101,130
Selling and marketing		41,257			92,602			49,198			—			183,057
General and administrative		32,036			69,647			16,941			—			118,624
Amortization of intangible assets		1,455			53,336			2,402			—			57,193
Contingent consideration – compensation expense		58,874			—			—			—			58,874
Contingent consideration – fair value adjustments		10,839			—			—			—			10,839
Gain on sale of intellectual property		—			(53,884	)		—			—			(53,884	)
Restructuring and divestiture charges		385			13,886			3,518			(1,394	)		16,395
		159,498			257,313			76,811			(1,394	)		492,228
Income from operations		10,674			49,968			6,735			1,394			68,771
Interest income		230			78			159			—			467
Interest expense		(146,492	)		(623	)		(1,015	)		—			(148,130	)
Debt extinguishment loss		(3,247	)		—			—			—			(3,247	)
Other income (expense), net		1,757			(7,119	)		6,427			(27	)		1,038
(Loss) income before income taxes		(137,078	)		42,304			12,306			1,367			(81,101	)
(Benefit) provision for income taxes		(26,589	)		(11,195	)		4,669			—			(33,115	)
Equity in earnings (losses) of subsidiaries		62,503			13,393			—			(75,896	)		—
Net (loss) income	$	(47,986	)	$	66,892		$	7,637		$	(74,529	)	$	(47,986	)

Schedule of Supplemental Condensed Consolidating Statements of Comprehensive (Loss) Income

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the Three Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net (loss) income	$	(16,765	)	$	20,396		$	(33,455	)	$	13,059	$	(16,765	)
Changes in foreign currency translation adjustment		—			26			(5,789	)		—		(5,763	)
Changes in unrealized holding gain on available-for-sale securities		—			(1,048	)		—			—		(1,048	)
Comprehensive (loss) income	$	(16,765	)	$	19,374		$	(39,244	)	$	13,059	$	(23,576	)

For the Six Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net (loss) income	$	(22,116	)	$	39,468		$	(42,863	)	$	3,395	$	(22,116	)
Changes in foreign currency translation adjustment		—			115			(7,066	)		—		(6,951	)
Changes in unrealized holding gain on available-for-sale securities		—			(2,228	)		—			—		(2,228	)
Changes in pension plans, net of taxes		—			—			(615	)		—		(615	)
Comprehensive (loss) income	$	(22,116	)	$	37,355		$	(50,544	)	$	3,395	$	(31,910	)

For the Three Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(51,104	)	$	4,838		$	(4,769	)	$	(69	)	$	(51,104	)
Changes in foreign currency translation adjustment		—			(341	)		(7,947	)		—			(8,288	)
Changes in unrealized holding gain on available-for-sale securities		—			2,687			—			—			2,687
Comprehensive (loss) income	$	(51,104	)	$	7,184		$	(12,716	)	$	(69	)	$	(56,705	)

For the Six Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(47,986	)	$	66,892	$	7,637		$	(74,529	)	$	(47,986	)
Changes in foreign currency translation adjustment		—			236		(6,555	)		—			(6,319	)
Changes in unrealized holding gain on available-for-sale securities		—			2,130		—			—			2,130
Comprehensive (loss) income	$	(47,986	)	$	69,258	$	1,082		$	(74,529	)	$	(52,175	)

Schedule of Supplemental Condensed Consolidating Balance Sheet

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

March 29, 2014

	Parent/ Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	139,343	$	242,863	$	102,316	$	—		$	484,522
Restricted cash		—		—		5,857		—			5,857
Accounts receivable, net		108,850		177,540		101,243		—			387,633
Inventories		83,479		172,075		55,426		—			310,980
Deferred income tax assets		14,907		18,591		900		—			34,398
Prepaid income taxes		—		2,583		957		(3,540	)		—
Prepaid expenses and other current assets		19,252		13,445		8,473		—			41,170
Intercompany receivables		—		2,576,516		47,579		(2,624,095	)		—
Total current assets		365,831		3,203,613		322,751		(2,627,635	)		1,264,560
Property, plant and equipment, net		28,596		343,091		100,467		—			472,154
Intangible assets, net		16,011		3,585,729		65,857		—			3,667,597
Goodwill		282,448		2,391,294		136,072		—			2,809,814
Other assets		98,195		48,226		1,849		—			148,270
Long term intercompany receivables		—		144,000		—		(144,000	)		—
Investment in subsidiaries		8,648,043		199,081		280		(8,847,404	)		—
Total assets	$	9,439,124	$	9,915,034	$	627,276	$	(11,619,039	)	$	8,362,395
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	89,497	$	—	$	—	$	—		$	89,497
Accounts payable		27,969		29,867		10,361		—			68,197
Accrued expenses		136,690		67,889		47,515		(3,807	)		248,287
Deferred revenue		105,712		8,062		30,928		—			144,702
Intercompany payables		2,576,709		—		50,145		(2,626,854	)		—
Total current liabilities		2,936,577		105,818		138,949		(2,630,661	)		550,683
Long-term debt, net of current portion		4,183,958		—		—		—			4,183,958
Deferred income tax liabilities		78,567		1,361,467		10,308		—			1,450,342
Deferred service obligations – long-term		8,855		3,750		9,853		—			22,458
Long-term intercompany payables		144,000		—		—		(144,000	)		—
Other long-term liabilities		107,064		32,844		34,943		—			174,851
Total stockholders’ equity		1,980,103		8,411,155		433,223		(8,844,378	)		1,980,103
Total liabilities and stockholders’ equity	$	9,439,124	$	9,915,034	$	627,276	$	(11,619,039	)	$	8,362,395

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

September 28, 2013

	Parent/ Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	321,523	$	387,422	$	113,545	$	—		$	822,490
Restricted cash		—		—		6,914		—			6,914
Accounts receivable, net		126,036		174,433		108,804		—			409,273
Inventories		81,924		146,678		60,761		—			289,363
Deferred income tax assets		—		19,042		494		(19,536	)		—
Prepaid income taxes		47,131		2,303		—		(4,689	)		44,745
Prepaid expenses and other current assets		16,246		21,112		11,003		—			48,361
Intercompany receivables		—		2,442,502		31,949		(2,474,451	)		—
Other current assets – assets held-for-sale		—		—		2,997		—			2,997
Total current assets		592,860		3,193,492		336,467		(2,498,676	)		1,624,143
Property, plant and equipment, net		29,313		356,736		105,479		—			491,528
Intangible assets, net		19,925		3,784,987		101,810		—			3,906,722
Goodwill		283,038		2,390,939		140,551		—			2,814,528
Other assets		103,548		58,446		1,908		—			163,902
Investments in subsidiaries		8,667,620		129,016		2,296		(8,798,932	)		—
Total assets	$	9,696,304	$	9,913,616	$	688,511	$	(11,297,608	)	$	9,000,823
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	563,812	$	—	$	—	$	—		$	563,812
Accounts payable		27,865		42,661		10,008		—			80,534
Accrued expenses		152,950		79,629		44,319		(4,967	)		271,931
Deferred revenue		93,306		7,958		31,055		—			132,319
Deferred income tax liabilities		59,346		—		—		(19,536	)		39,810
Intercompany payables		2,418,089		—		64,411		(2,482,500	)		—
Total current liabilities		3,315,368		130,248		149,793		(2,507,003	)		1,088,406
Long-term debt, net of current portion		4,242,098		—		—		—			4,242,098
Deferred income tax liabilities		89,085		1,435,522		10,699		—			1,535,306
Deferred service obligations – long-term		11,251		3,511		12,864		(2,170	)		25,456
Other long-term liabilities		96,990		37,598		33,456		—			168,044
Total stockholders’ equity		1,941,512		8,306,737		481,699		(8,788,435	)		1,941,513
Total liabilities and stockholders’ equity	$	9,696,304	$	9,913,616	$	688,511	$	(11,297,608	)	$	9,000,823

Schedule of Consolidating Statement of Cash Flows

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended March 29, 2014

	Parent/ Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	$	343,410		$	(122,511	)	$	(2,584	)	$	—	$	218,315
INVESTING ACTIVITIES
Proceeds from sale of business, net		—			—			2,431			—		2,431
Purchase of property and equipment		(5,643	)		(9,635	)		(4,499	)		—		(19,777	)
Increase in equipment under customer usage agreements		(453	)		(10,546	)		(6,965	)		—		(17,964	)
Net sales of insurance contracts		13,841			—			—			—		13,841
Purchases of mutual funds		(29,732	)		—			—			—		(29,732	)
Sales of mutual funds		18,564			—			—			—		18,564
(Increase) decrease in other assets		(945	)		(1,981	)		994			—		(1,932	)
Net cash used in investing activities		(4,368	)		(22,162	)		(8,039	)		—		(34,569	)
FINANCING ACTIVITIES
Repayment of long-term debt		(562,500	)		—			—			—		(562,500	)
Payment of debt issuance costs		(2,446	)		—			—			—		(2,446	)
Payment of deferred acquisition consideration		(4,965	)		—			—			—		(4,965	)
Net proceeds from issuance of common stock pursuant to employee stock plans		53,718			—			—			—		53,718
Excess tax benefit related to equity awards		4,134			—			—			—		4,134
Payment of minimum tax withholdings on net share settlement of equity awards		(9,163	)		—			—			—		(9,163	)
Net cash used in financing activities		(521,222	)		—			—			—		(521,222	)
Effect of exchange rate changes on cash and cash equivalents		—			114			(606	)		—		(492	)
Net decrease in cash and cash equivalents		(182,180	)		(144,559	)		(11,229	)		—		(337,968	)
Cash and cash equivalents, beginning of period		321,523			387,422			113,545			—		822,490
Cash and cash equivalents, end of period	$	139,343		$	242,863		$	102,316		$	—	$	484,522

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended March 30, 2013

	Parent/ Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
OPERATING ACTIVITIES
Net cash provided by operating activities	$	65,009		$	72,387		$	32,132		$	—	$	169,528
INVESTING ACTIVITIES
Acquisition of a business		(3,698	)		—			(220	)		—		(3,918	)
Payment of additional acquisition consideration		(16,808	)		—			—			—		(16,808	)
Proceeds from sale of business, net of cash transferred		—			84,762			1,488			—		86,250
Purchase of property and equipment		(6,397	)		(14,335	)		(5,156	)		—		(25,888	)
Increase in equipment under customer usage agreements		(335	)		(13,031	)		(7,589	)		—		(20,955	)
Purchase of insurance contracts		(4,000	)		—			—			—		(4,000	)
Proceeds from sale of intellectual property		—			60,000			—			—		60,000
Purchase of cost-method investments		(3,400	)		(225	)		—			—		(3,625	)
Increase in other assets		(1,984	)		(1,520	)		(1,447	)		—		(4,951	)
Net cash provided by (used in) investing activities		(36,622	)		115,651			(12,924	)		—		66,105
FINANCING ACTIVITIES
Repayment of long-term debt		(32,500	)		—			—			—		(32,500	)
Payment of debt issuance cost		(7,019	)										(7,019	)
Payment of contingent consideration		(42,433	)		—			—			—		(42,433	)
Net proceeds from issuance of common stock pursuant to employee stock plans		37,623			—			—			—		37,623
Excess tax benefit related to equity awards		4,437			—			—			—		4,437
Payment of minimum tax withholdings on net share settlements of equity awards		(9,972	)		—			—			—		(9,972	)
Net cash used in financing activities		(49,864	)		—			—			—		(49,864	)
Effect of exchange rate changes on cash and cash equivalents		—			(1,782	)		579			—		(1,203	)
Net increase (decrease) in cash and cash equivalents		(21,477	)		186,256			19,787			—		184,566
Cash and cash equivalents, beginning of period		210,028			269,416			80,986			—		560,430
Cash and cash equivalents, end of period	$	188,551		$	455,672		$	100,773		$	—	$	744,996

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New Accounting Pronouncements (Policies)

6 Months Ended

Mar. 29, 2014

Accounting Changes And Error Corrections [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exist. ASU 2013-11 amends the presentation requirements of ASC 740 and requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. To the extent the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. The ASU is effective for annual periods, and interim periods within those years, beginning after December 15, 2013, which is fiscal 2015 for the Company. The amendments are to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. The Company is currently evaluating the impact of the adoption of ASU 2013-11 on its consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which amends the guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift in operations, such as a disposal of a major line of business or geographic area, that has (or will have) a major effect on an entity’s financial results should be reported as discontinued operations. ASU 2014-08 also expands the disclosure requirements for discontinued operations and adds new disclosures for individually significant dispositions that do not qualify as discontinued operations. ASU 2014-08 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of ASU 2014-08 is not expected to have a material impact on the Company’s consolidated financial position or results of operations.

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Supplemental Guarantor Condensed Consolidating Financials - Additional Information (Detail) (Parent/Issuer [Member])	6 Months Ended
	Mar. 29, 2014
Parent/Issuer [Member]
Condensed Balance Sheet Statements, Captions [Line Items]
Ownership percentage in domestic subsidiaries	100.00%

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Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013
OPERATING ACTIVITIES
Net loss	$ (22,116)	$ (47,986)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation	48,998	46,218
Amortization	208,865	208,213
Non-cash interest expense	35,820	41,387
Stock-based compensation expense	26,098	31,079
Excess tax benefit related to equity awards	(4,134)	(4,437)
Deferred income taxes	(164,788)	(92,502)
Gain on sale of intellectual property		(53,884)
Fair value adjustments to contingent consideration		10,839
Fair value write-up of inventory sold		52,397
Asset impairment charges	33,308	47
Debt extinguishment loss	7,377	3,247
Cost-method equity investment impairment	3,705	1,733
Loss on disposal of property and equipment	3,438	2,198
Other	(744)	1,976
Changes in operating assets and liabilities:
Accounts receivable	21,544	8,627
Inventories	(23,827)	(3,719)
Prepaid income taxes	44,745	(16,700)
Prepaid expenses and other assets	9,769	1,225
Accounts payable	(12,317)	(12,939)
Accrued expenses and other liabilities	(6,511)	(11,799)
Deferred revenue	9,085	4,308
Net cash provided by operating activities	218,315	169,528
INVESTING ACTIVITIES
Acquisition of a business		(3,918)
Payment of additional acquisition consideration		(16,808)
Proceeds from sale of business, net of cash transferred	2,431	86,250
Purchase of property and equipment	(19,777)	(25,888)
Increase in equipment under customer usage agreements	(17,964)	(20,955)
Net sales (purchases) of insurance contracts	13,841	(4,000)
Purchases of mutual funds	(29,732)
Sales of mutual funds	18,564
Proceeds from sale of intellectual property		60,000
Purchase of cost-method equity investments		(3,625)
Increase in other assets	(1,932)	(4,951)
Net cash (used in) provided by investing activities	(34,569)	66,105
FINANCING ACTIVITIES
Repayment of long-term debt	(562,500)	(32,500)
Payment of debt issuance cost	(2,446)	(7,019)
Payment of contingent consideration		(42,433)
Payment of deferred acquisition consideration	(4,965)
Net proceeds from issuance of common stock pursuant to employee stock plans	53,718	37,623
Excess tax benefit related to equity awards	4,134	4,437
Payment of minimum tax withholdings on net share settlements of equity awards	(9,163)	(9,972)
Net cash used in financing activities	(521,222)	(49,864)
Effect of exchange rate changes on cash and cash equivalents	(492)	(1,203)
Net (decrease) increase in cash and cash equivalents	(337,968)	184,566
Cash and cash equivalents, beginning of period	822,490	560,430
Cash and cash equivalents, end of period	$ 484,522	$ 744,996

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Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (16,765)	$ (51,104)	$ (22,116)	$ (47,986)
Changes in foreign currency translation adjustment	(5,763)	(8,288)	(6,951)	(6,319)
Changes in unrealized holding (losses) gains on available-for-sale securities	(1,048)	2,687	(2,228)	2,130
Changes in pension plans, net of taxes of $152 for the six months ended March 29, 2014			(615)
Other comprehensive loss	(6,811)	(5,601)	(9,794)	(4,189)
Comprehensive (loss) income	$ (23,576)	$ (56,705)	$ (31,910)	$ (52,175)

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Other Balance Sheet Information

6 Months Ended

Mar. 29, 2014

Text Block [Abstract]

Other Balance Sheet Information

(10) Other Balance Sheet Information

	March 29, 2014			September 28, 2013
Inventories
Raw materials	$	117,356		$	115,575
Work-in-process		59,635			51,171
Finished goods		133,989			122,617
	$	310,980		$	289,363
Property, plant and equipment
Equipment and software	$	334,178		$	318,473
Equipment under customer usage agreements		282,177			275,696
Building and improvements		173,930			171,469
Leasehold improvements		62,734			68,159
Land		51,662			51,633
Furniture and fixtures		16,972			22,628
		921,653			908,058
Less – accumulated depreciation and amortization		(449,499	)		(416,530	)
	$	472,154		$	491,528

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Document and Entity Information	6 Months Ended
	Mar. 29, 2014	Apr. 28, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 29, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Entity Registrant Name	HOLOGIC INC
Entity Central Index Key	0000859737
Current Fiscal Year End Date	--09-27
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		276,320,003

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Business Segments and Geographic Information

6 Months Ended

Mar. 29, 2014

Segment Reporting [Abstract]

Business Segments and Geographic Information

(11) Business Segments and Geographic Information

The Company has four reportable segments: Diagnostics, Breast Health, GYN Surgical and Skeletal Health. Certain reportable segments represent an aggregation of operating units within each segment. The Company measures and evaluates its reportable segments based on segment revenues and operating income adjusted to exclude the effect of non-cash charges, such as intangible asset amortization expense, intangible asset and goodwill impairment charges, contingent consideration charges, acquisition related fair value adjustments and integration expenses, restructuring and divestiture charges and other one-time or unusual items and related tax effects.

Identifiable assets for the four principal operating segments consist of inventories, intangible assets, goodwill, and property, plant and equipment. The Company fully allocates depreciation expense to its four reportable segments. The Company has presented all other identifiable assets as corporate assets. There were no intersegment revenues during the three and six months ended March 29, 2014 and March 30, 2013. Segment information is as follows:

	Three Months Ended					Six Months Ended
	March 29, 2014		March 30, 2013			March 29, 2014		March 30, 2013
Total revenues:
Diagnostics	$	290,802	$	296,507		$	576,568	$	602,423
Breast Health		238,705		220,058			465,196		440,866
GYN Surgical		72,043		73,692			150,897		154,601
Skeletal Health		23,458		22,406			44,795		46,135
	$	625,008	$	612,663		$	1,237,456	$	1,244,025
Operating income (loss):
Diagnostics	$	15,243	$	(46,978	)	$	19,997	$	(32,683	)
Breast Health		25,818		47,892			69,667		92,837
GYN Surgical		6,579		2,241			17,702		2,863
Skeletal Health		2,610		2,387			4,169		5,754
	$	50,250	$	5,542		$	111,535	$	68,771
Depreciation and amortization:
Diagnostics	$	94,612	$	89,402		$	186,798	$	180,944
Breast Health		9,163		10,124			18,524		20,054
GYN Surgical		26,042		26,524			52,088		53,003
Skeletal Health		227		226			453		430
	$	130,044	$	126,276		$	257,863	$	254,431
Capital expenditures:
Diagnostics	$	14,841	$	13,464		$	25,097	$	27,318
Breast Health		2,275		5,910			4,080		9,490
GYN Surgical		2,194		2,171			3,980		4,916
Skeletal Health		40		28			182		206
Corporate		2,006		2,823			4,402		4,913
	$	21,356	$	24,396		$	37,741	$	46,843

	March 29, 2014		September 28, 2013
Identifiable assets:
Diagnostics	$	4,528,340	$	4,667,942
Breast Health		877,923		932,206
GYN Surgical		1,802,207		1,849,518
Skeletal Health		33,369		33,508
Corporate		1,120,556		1,517,649
	$	8,362,395	$	9,000,823

The Company had no customers with balances greater than 10% of accounts receivable as of March 29, 2014 or September 28, 2013, or any customer that represented greater than 10% of consolidated revenues during the three and six months ended March 29, 2014 and March 30, 2013.

The Company operates in the following major geographic areas as noted in the below chart. Revenue data is based upon customer location. Other than the United States, no single country accounted for more than 10% of consolidated revenues. The Company’s sales in Europe are predominantly derived from France, Germany and the United Kingdom. The Company’s sales in Asia-Pacific are predominantly derived from China, Australia and Japan. The “All others” designation includes Canada, Latin America and the Middle East.

Revenues by geography as a percentage of total revenues were as follows:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
United States		74%		75%		74%		74%
Europe		15%		12%		15%		14%
Asia-Pacific		7%		9%		7%		8%
All others		4%		4%		4%		4%
		100%		100%		100%		100%

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Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 29, 2014
Statement Of Income And Comprehensive Income [Abstract]
Tax Adjustment of pension plans in other comprehensive income	$ 152

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Commitments and Contingencies

6 Months Ended

Mar. 29, 2014

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

(5) Commitments and Contingencies

(a) Contingent Earn-Out Payments

In connection with certain of its acquisitions, the Company incurred obligations to make contingent earn-out payments tied to performance criteria, principally revenue growth of the acquired businesses over a specified period.

In the first quarter of fiscal 2013, the Company made its final contingent consideration payment of $16.8 million to the former shareholders of Adiana, Inc., which was net of amounts withheld for qualifying legal costs, and its final contingent consideration payment of $3.4 million to the former shareholders of Sentinelle Medical Inc.

In connection with the Company’s acquisition of Interlace in fiscal 2011, the Company had an obligation to the former Interlace stockholders to make contingent payments over a two-year period. Pursuant to ASC 805, Business Combinations, the Company recorded its estimate of the fair value of the contingent consideration liability based on future revenue projections of the Interlace business. The final measurement period ended during the second quarter of fiscal 2013, resulting in a contingent consideration liability of $93.8 million. Of this amount, $86.9 million was paid to the former Interlace stockholders in the second quarter of fiscal 2013. The remainder was withheld for legal indemnification provisions and is being used to pay qualifying legal expenses. At March 29, 2014, the Company had accrued $3.4 million.

In connection with the Company’s acquisition of TCT International Co., Ltd. (“TCT”) in June 2011, the Company had an obligation to certain of the former TCT shareholders, based on future employment, to make contingent payments over a two year period. These earnouts were recorded as compensation expense ratably over the required service periods. The second and final earn-out period was completed in the third quarter of fiscal 2013, and the Company paid $87.4 million of this earn-out in the fourth quarter of fiscal 2013. The remaining $31.1 million of this earn-out was paid in the first quarter of fiscal 2014.

There was no contingent consideration expense recorded in the first six months of fiscal 2014. A summary of amounts recorded to the Consolidated Statements of Operations is as follows:

Statement of Operations Line Item – 3 Months Ended March 30, 2013	Interlace		TCT		Total
Contingent consideration – compensation expense	$	—	$	29,388	$	29,388
Contingent consideration – fair value adjustments		799		—		799
	$	799	$	29,388	$	30,187

Statement of Operations Line Item – 6 Months Ended March 30, 2013	Interlace		TCT		Total
Contingent consideration – compensation expense	$	—	$	58,874	$	58,874
Contingent consideration – fair value adjustments		10,839		—		10,839
	$	10,839	$	58,874	$	69,713

(b) Litigation and Related Matters

On June 9, 2010, Smith & Nephew filed suit against Interlace, which the Company acquired on January 6, 2011, in the United States District Court for the District of Massachusetts. The complaint alleged that the Interlace MyoSure hysteroscopic tissue removal device infringed U.S. patent 7,226,459. On November 22, 2011, Smith & Nephew filed suit against the Company in the United States District Court for the District of Massachusetts. The complaint alleged that use of the MyoSure hysteroscopic tissue removal system infringed U.S. patent 8,061,359. Both complaints sought permanent injunctive relief and unspecified damages. On September 4, 2012, following a two week trial, the jury returned a verdict of infringement of both the ‘459 and ‘359 patents and assessed damages of $4.0 million. A bench trial regarding the Company’s assertion of inequitable conduct on the part of Smith & Nephew with regard to the ‘359 patent was held on December 9, 2012 and oral arguments on the issue of inequitable conduct were presented on February 27, 2013. On June 27, 2013, the Court denied the Company’s motions related to inequitable conduct and allowed Smith & Nephew’s request for injunction, but ordered that enforcement of the injunction be stayed until final resolution, including appeal, of the current re-examinations of both patents at the United States Patent and Trademark Office (“USPTO”). The Court also rejected the jury’s damage award and ordered the parties to identify a mechanism for resolving the damages issue. On September 12, 2013, a status conference was held, and the Court invited the parties to submit briefs on the relevance of recent activity in the re-examinations at the USPTO. A hearing on this topic was held on October 29, 2013, and the parties are awaiting the Court’s ruling. The Company intends to file post-trial motions seeking to reverse the jury’s verdict. On January 14, 2014, the USPTO issued a final decision that the claims of the ‘459 patent asserted as part of the litigation are not patentable. The re-examination of the ‘359 patent is on-going. It is expected that patentability decisions made by the USPTO for both patents will proceed to appeal. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses.

On March 6, 2012, Enzo Life Sciences, Inc. (“Enzo”) filed suit against the Company in the United States District Court for the District of Delaware. The complaint alleged that certain of the Company’s molecular diagnostics products, including without limitation products based on its proprietary Invader chemistry, such as Cervista HPV HR and Cervista HPV 16/18, infringe Enzo’s U.S. patent 6,992,180. The complaint seeks permanent injunctive relief and unspecified damages. The Company was formally served with the complaint on July 3, 2012, and a trial is tentatively scheduled for the fall of 2015. In January 2012, Enzo filed suit against Gen-Probe in the United States District Court for the District of Delaware. The Gen-Probe complaint alleged that certain of Gen-Probe’s diagnostics products, including products that incorporate Gen-Probe’s patented HPA technology, such as the Aptima Combo 2 and Aptima HPV assays, infringe Enzo’s U.S. patent 6,992,180. On September 30, 2013, Enzo amended its list of accused products to include Prodesse, MilliPROBE, PACE and Procleix assays. The complaint seeks permanent injunctive relief and unspecified damages, and a trial is tentatively scheduled for the fall of 2015. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or a range of estimates, of potential losses.

On October 29, 2013, the Interlace stockholder representatives filed a complaint in the Delaware Court of Chancery alleging breach of contract for issues related to the payment of contingent consideration under the Interlace acquisition agreement, and are seeking $14.7 million in additional payments. The Company believes that Interlace has been paid all amounts due under the acquisition agreement and the claims are without merit. The Company is currently preparing its answer to the complaint. At this time, the Company is unable to reasonably assess the ultimate outcome of this case or determine an estimate, or range of estimates, of potential losses.

The Company is a party to various other legal proceedings and claims arising out of the ordinary course of its business. The Company believes that except for those described above there are no other proceedings or claims pending against it of which the ultimate resolution would have a material adverse effect on its financial condition or results of operations. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal costs are expensed as incurred.

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Borrowings and Credit Arrangements

6 Months Ended

Mar. 29, 2014

Debt Disclosure [Abstract]

Borrowings and Credit Arrangements

(4) Borrowings and Credit Arrangements

The Company’s borrowings consisted of the following:

	March 29, 2014		September 28, 2013
Current debt obligations, net of debt discount:
Term Loan A	$	74,628	$	49,713
Term Loan B		14,869		113,966
Convertible Notes		—		400,133
Total current debt obligations		89,497		563,812
Long-term debt obligations, net of debt discount:
Term Loan A		845,782		894,834
Term Loan B		1,127,581		1,159,272
Senior Notes		1,000,000		1,000,000
Convertible Notes		1,210,595		1,187,992
Total long-term debt obligations		4,183,958		4,242,098
Total debt obligations	$	4,273,455	$	4,805,910

Credit Agreement

On October 31, 2013, the Company voluntarily pre-paid $100.0 million of its Term Loan B facility, which was reflected in current debt obligations as of September 28, 2013. Pursuant to ASC 470, Debt (ASC 470), the Company recorded a debt extinguishment loss of $2.9 million in the first quarter of fiscal 2014 to write-off the pro-rata amount of unamortized debt discount and deferred issuance costs related to this voluntary prepayment.

On February 26, 2014, the Company, the Guarantors, Goldman Sachs, and the Lenders entered into Refinancing Amendment No. 3 to the credit and guaranty agreement among the parties (as amended, the “Credit Agreement”). The Refinancing Amendment No. 3 refinanced the Company’s existing senior secured tranche B term loan facility (the “Existing Term Loan B”) with a new senior secured tranche B term loan facility (the “New Term Loan B”) with an issue price of 99.875% of the principal amount of the Existing Term Loan B (subject also to the prepayment referenced below). This amendment resulted in a 50 basis point reduction in the interest rate on the New Term Loan B as of the Refinancing Amendment No. 3 closing date. Amounts outstanding under the New Term Loan B will bear interest, at the Company’s option: (A) at the Base Rate, with a floor of 1.75%, plus 1.50% per annum, or (B) at the Adjusted Eurodollar Rate (i.e., the Libor rate), with a floor of 0.75% plus 2.50% per annum. In addition, the Company voluntarily prepaid $25.0 million of the New Term Loan B.

Pursuant to ASC 470, the accounting for this refinancing is required to be evaluated on a creditor-by-creditor basis to determine whether each transaction should be accounted for as a modification or extinguishment. Certain creditors under the Credit Agreement did not participate in this refinancing transaction and ceased being creditors of the Company, and certain creditors reduced their positions. As a result, the Company recorded a debt extinguishment loss of $4.4 million in the second quarter of fiscal 2014 to write-off the pro-rata amount of unamortized debt discount and deferred issuance costs related to these creditors. For the remainder of the creditors, this transaction has been accounted for as a modification because the present value of the cash flows on a creditor-by-creditor basis between the two debt instruments was less than 10%. Pursuant to ASC 470, subtopic 50-40, third-party costs of $1.0 million related to this transaction were expensed.

Borrowings outstanding under the Credit Agreement for the three and six months ended March 29, 2014 had weighted-average interest rates of 2.96% and 3.01%, respectively. The interest rates on the outstanding Term Loan A and Term Loan B borrowings at March 29, 2014 were 2.15% and 3.25%, respectively. Interest expense under the Credit Agreement totaled $19.2 million and $39.6 million for the three and six months ended March 29, 2014, respectively, which includes non-cash interest expense of $3.2 million and $6.5 million, respectively, related to the amortization of the deferred financing costs and accretion of the debt discount. Interest expense totaled $28.5 million and $58.6 million for the three and six months ended March 30, 2013, respectively, which includes non-cash interest expense of $4.1 million and $7.8 million related to the amortization of the deferred financing costs and accretion of the debt discount.

In the second quarter of fiscal 2013, the Company executed Refinancing Amendment No.1 to the Credit Agreement which reduced the interest rate on the Term Loan A facility. Consistent with the accounting treatment noted above for Refinancing Amendment No. 3, in connection with this transaction, the Company recorded a debt extinguishment loss of $3.2 million and expensed $2.4 million of third-party costs to interest expense.

Senior Notes

The Company’s 6.25% senior notes due 2020 (the “Senior Notes”) mature on August 1, 2020 and bear interest at the rate of 6.25% per year, payable semi-annually on February 1 and August 1 of each year, commencing on February 1, 2013. The Company recorded interest expense of $16.0 million and $32.0 million in both the three and six month periods ended March 29, 2014 and March 30, 2013, respectively, which includes non-cash interest expense of $0.4 million and $0.8 million in both the three and six month periods ended March 29, 2014 and March 30, 2013, respectively, related to the amortization of the deferred financing costs.

Convertible Notes

On November 14, 2013, the Company announced that it had issued a notice of redemption to the holders of its 2.00% Convertible Senior Notes due 2037 (“2007 Notes”) to redeem any 2007 Notes outstanding on December 18, 2013 at a redemption price payable in cash equal to 100% of the principal amount of the 2007 Notes plus accrued and unpaid interest to, but not including, December 18, 2013. Holders of the 2007 Notes also had the option of putting the 2007 Notes to the Company as of December 13, 2013. The 2007 Notes were redeemed at their par value aggregating $405.0 million. Under ASC 470, the derecognition of the 2007 Notes did not result in a gain or loss as the fair value of the liability component of the 2007 Notes was determined to be equal to the consideration paid to redeem the 2007 Notes, and as a result, no value was allocated to the reacquisition of the conversion option.

Interest expense under the Convertible Notes is as follows:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
Amortization of debt discount	$	8,341	$	13,621	$	19,887	$	29,265
Amortization of deferred financing costs		413		790		1,063		1,698
Principal accretion		3,810		1,789		7,584		1,789
Non-cash interest expense		12,564		16,200		28,534		32,752
2.00% accrued interest		4,751		8,616		12,870		17,226
	$	17,315	$	24,816	$	41,404	$	49,978

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Supplemental Guarantor Condensed Consolidating Financials

6 Months Ended

Mar. 29, 2014

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Supplemental Guarantor Condensed Consolidating Financials

(16) Supplemental Guarantor Condensed Consolidating Financials

The Company’s Senior Notes are fully and unconditionally and jointly and severally guaranteed by Hologic, Inc. (“Parent/Issuer”) and certain of its domestic subsidiaries, which are 100% owned by Hologic, Inc. The following represents the supplemental condensed financial information of Hologic, Inc. and its guarantor and non-guarantor subsidiaries, as of March 29, 2014 and September 28, 2013 and for the three and six months ended March 29, 2014 and March 30, 2013, as applicable.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	122,938		$	385,989		$	121,579		$	(109,371	)	$	521,135
Service and other		88,608			17,068			12,342			(14,145	)		103,873
		211,546			403,057			133,921			(123,516	)		625,008
Costs of revenues:
Product		58,047			145,665			91,383			(109,371	)		185,724
Amortization of intangible assets		1,397			74,619			867			—			76,883
Impairment of intangible assets		—			—			26,567			—			26,567
Service and other		51,109			13,893			2,865			(14,145	)		53,722
Gross Profit		100,993			168,880			12,239			—			282,112
Operating expenses:
Research and development		7,695			39,997			2,223			—			49,915
Selling and marketing		17,857			40,532			20,268			—			78,657
General and administrative		15,137			35,530			11,442			—			62,109
Amortization of intangible assets		1,115			26,865			1,120			—			29,100
Impairment of intangible assets		—			—			522			—			522
Restructuring and divestiture charges		1,656			2,331			7,572			—			11,559
		43,460			145,255			43,147			—			231,862
Income (loss) from operations		57,533			23,625			(30,908	)		—			50,250
Interest income		103			901			297			(1,152	)		149
Interest expense		(54,692	)		(308	)		(601	)		1,152			(54,449	)
Debt extinguishment loss		(4,437	)		—			—			—			(4,437	)
Other expense, net		(2,938	)		(186	)		(139	)		—			(3,263	)
(Loss) income before income taxes		(4,431	)		24,032			(31,351	)		—			(11,750	)
Provision (benefit) for income taxes		(1,753	)		4,664			2,104			—			5,015
Equity in earnings (losses) of subsidiaries		(14,087	)		1,028			—			13,059			—
Net (loss) income	$	(16,765	)	$	20,396		$	(33,455	)	$	13,059		$	(16,765	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	228,394		$	767,557		$	247,982		$	(210,416	)	$	1,033,517
Service and other		174,554			32,941			24,086			(27,642	)		203,939
		402,948			800,498			272,068			(238,058	)		1,237,456
Costs of revenues:
Product		110,920			284,425			177,673			(210,416	)		362,602
Amortization of intangible assets		2,794			148,728			2,027			—			153,549
Impairment of intangible assets		—			—			26,567			—			26,567
Service and other		93,429			21,535			19,708			(27,642	)		107,030
Gross Profit		195,805			345,810			46,093			—			587,708
Operating expenses:
Research and development		15,212			78,848			4,524			—			98,584
Selling and marketing		35,783			83,307			42,824			—			161,914
General and administrative		29,793			77,024			23,111			—			129,928
Amortization of intangible assets		1,894			51,028			2,394			—			55,316
Impairment of intangible assets		—			—			522			—			522
Restructuring and divestiture charges		6,646			12,087			11,176			—			29,909
		89,328			302,294			84,551			—			476,173
Income (loss) from operations		106,477			43,516			(38,458	)		—			111,535
Interest income		202			1,206			491			(1,394	)		505
Interest expense		(115,346	)		(616	)		(1,171	)		1,394			(115,739	)
Debt extinguishment loss		(7,377	)		—			—			—			(7,377	)
Other (expense) income, net		6,627			(9,530	)		810			—			(2,093	)
(Loss) income before income taxes		(9,417	)		34,576			(38,328	)		—			(13,169	)
Provision (benefit) for income taxes		(1,812	)		6,224			4,535			—			8,947
Equity in earnings (losses) of subsidiaries		(14,511	)		11,116			—			3,395			—
Net (loss) income	$	(22,116	)	$	39,468		$	(42,863	)	$	3,395		$	(22,116	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	100,614		$	396,913		$	121,340		$	(102,751	)	$	516,116
Service and other		81,176			21,320			9,535			(15,484	)		96,547
		181,790			418,233			130,875			(118,235	)		612,663
Costs of revenues:
Product		52,488			169,259			88,231			(102,751	)		207,227
Amortization of intangible assets		1,309			73,374			1,050			—			75,733
Service and other		40,620			16,828			8,413			(15,484	)		50,377
Gross profit		87,373			158,772			33,181			—			279,326
Operating expenses:
Research and development		7,234			39,973			2,414			—			49,621
Selling and marketing		20,484			45,237			22,893			—			88,614
General and administrative		16,716			38,631			8,886			—			64,233
Amortization of intangible assets		777			26,687			1,203			—			28,667
Contingent consideration – compensation expense		29,388			—			—			—			29,388
Contingent consideration – fair value adjustments		799			—			—			—			799
Restructuring and divestiture charges		164			10,600			3,092			(1,394	)		12,462
		75,562			161,128			38,488			(1,394	)		273,784
Income (loss) from operations		11,811			(2,356	)		(5,307	)		1,394			5,542
Interest income		99			36			72			—			207
Interest expense		(75,238	)		(309	)		(502	)		—			(76,049	)
Debt extinguishment loss		(3,247	)		—			—			—			(3,247	)
Other (expense) income, net		1,638			(3,073	)		1,247			(13	)		(201	)
(Loss) income before income taxes		(64,937	)		(5,702	)		(4,490	)		1,381			(73,748	)
(Benefit) provision for income taxes		(14,842	)		(8,081	)		279			—			(22,644	)
Equity in earnings (losses) of subsidiaries		(1,009	)		2,459			—			(1,450	)		—
Net (loss) income	$	(51,104	)	$	4,838		$	(4,769	)	$	(69	)	$	(51,104	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Six Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	198,657		$	774,736		$	254,415		$	(178,438	)	$	1,049,370
Service and other		159,136			44,409			19,407			(28,297	)		194,655
		357,793			819,145			273,822			(206,735	)		1,244,025
Costs of revenues:
Product		106,008			331,988			169,996			(178,438	)		429,554
Amortization of intangible assets		2,615			146,291			2,114			—			151,020
Service and other		78,998			33,585			18,166			(28,297	)		102,452
Gross profit		170,172			307,281			83,546			—			560,999
Operating expenses:
Research and development		14,652			81,726			4,752			—			101,130
Selling and marketing		41,257			92,602			49,198			—			183,057
General and administrative		32,036			69,647			16,941			—			118,624
Amortization of intangible assets		1,455			53,336			2,402			—			57,193
Contingent consideration – compensation expense		58,874			—			—			—			58,874
Contingent consideration – fair value adjustments		10,839			—			—			—			10,839
Gain on sale of intellectual property		—			(53,884	)		—			—			(53,884	)
Restructuring and divestiture charges		385			13,886			3,518			(1,394	)		16,395
		159,498			257,313			76,811			(1,394	)		492,228
Income from operations		10,674			49,968			6,735			1,394			68,771
Interest income		230			78			159			—			467
Interest expense		(146,492	)		(623	)		(1,015	)		—			(148,130	)
Debt extinguishment loss		(3,247	)		—			—			—			(3,247	)
Other income (expense), net		1,757			(7,119	)		6,427			(27	)		1,038
(Loss) income before income taxes		(137,078	)		42,304			12,306			1,367			(81,101	)
(Benefit) provision for income taxes		(26,589	)		(11,195	)		4,669			—			(33,115	)
Equity in earnings (losses) of subsidiaries		62,503			13,393			—			(75,896	)		—
Net (loss) income	$	(47,986	)	$	66,892		$	7,637		$	(74,529	)	$	(47,986	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

For the Three Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net (loss) income	$	(16,765	)	$	20,396		$	(33,455	)	$	13,059	$	(16,765	)
Changes in foreign currency translation adjustment		—			26			(5,789	)		—		(5,763	)
Changes in unrealized holding gain on available-for-sale securities		—			(1,048	)		—			—		(1,048	)
Comprehensive (loss) income	$	(16,765	)	$	19,374		$	(39,244	)	$	13,059	$	(23,576	)

For the Six Months Ended March 29, 2014

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net (loss) income	$	(22,116	)	$	39,468		$	(42,863	)	$	3,395	$	(22,116	)
Changes in foreign currency translation adjustment		—			115			(7,066	)		—		(6,951	)
Changes in unrealized holding gain on available-for-sale securities		—			(2,228	)		—			—		(2,228	)
Changes in pension plans, net of taxes		—			—			(615	)		—		(615	)
Comprehensive (loss) income	$	(22,116	)	$	37,355		$	(50,544	)	$	3,395	$	(31,910	)

For the Three Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(51,104	)	$	4,838		$	(4,769	)	$	(69	)	$	(51,104	)
Changes in foreign currency translation adjustment		—			(341	)		(7,947	)		—			(8,288	)
Changes in unrealized holding gain on available-for-sale securities		—			2,687			—			—			2,687
Comprehensive (loss) income	$	(51,104	)	$	7,184		$	(12,716	)	$	(69	)	$	(56,705	)

For the Six Months Ended March 30, 2013

	Parent/Issuer			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(47,986	)	$	66,892	$	7,637		$	(74,529	)	$	(47,986	)
Changes in foreign currency translation adjustment		—			236		(6,555	)		—			(6,319	)
Changes in unrealized holding gain on available-for-sale securities		—			2,130		—			—			2,130
Comprehensive (loss) income	$	(47,986	)	$	69,258	$	1,082		$	(74,529	)	$	(52,175	)

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

March 29, 2014

	Parent/ Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	139,343	$	242,863	$	102,316	$	—		$	484,522
Restricted cash		—		—		5,857		—			5,857
Accounts receivable, net		108,850		177,540		101,243		—			387,633
Inventories		83,479		172,075		55,426		—			310,980
Deferred income tax assets		14,907		18,591		900		—			34,398
Prepaid income taxes		—		2,583		957		(3,540	)		—
Prepaid expenses and other current assets		19,252		13,445		8,473		—			41,170
Intercompany receivables		—		2,576,516		47,579		(2,624,095	)		—
Total current assets		365,831		3,203,613		322,751		(2,627,635	)		1,264,560
Property, plant and equipment, net		28,596		343,091		100,467		—			472,154
Intangible assets, net		16,011		3,585,729		65,857		—			3,667,597
Goodwill		282,448		2,391,294		136,072		—			2,809,814
Other assets		98,195		48,226		1,849		—			148,270
Long term intercompany receivables		—		144,000		—		(144,000	)		—
Investment in subsidiaries		8,648,043		199,081		280		(8,847,404	)		—
Total assets	$	9,439,124	$	9,915,034	$	627,276	$	(11,619,039	)	$	8,362,395
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	89,497	$	—	$	—	$	—		$	89,497
Accounts payable		27,969		29,867		10,361		—			68,197
Accrued expenses		136,690		67,889		47,515		(3,807	)		248,287
Deferred revenue		105,712		8,062		30,928		—			144,702
Intercompany payables		2,576,709		—		50,145		(2,626,854	)		—
Total current liabilities		2,936,577		105,818		138,949		(2,630,661	)		550,683
Long-term debt, net of current portion		4,183,958		—		—		—			4,183,958
Deferred income tax liabilities		78,567		1,361,467		10,308		—			1,450,342
Deferred service obligations – long-term		8,855		3,750		9,853		—			22,458
Long-term intercompany payables		144,000		—		—		(144,000	)		—
Other long-term liabilities		107,064		32,844		34,943		—			174,851
Total stockholders’ equity		1,980,103		8,411,155		433,223		(8,844,378	)		1,980,103
Total liabilities and stockholders’ equity	$	9,439,124	$	9,915,034	$	627,276	$	(11,619,039	)	$	8,362,395

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

September 28, 2013

	Parent/ Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	321,523	$	387,422	$	113,545	$	—		$	822,490
Restricted cash		—		—		6,914		—			6,914
Accounts receivable, net		126,036		174,433		108,804		—			409,273
Inventories		81,924		146,678		60,761		—			289,363
Deferred income tax assets		—		19,042		494		(19,536	)		—
Prepaid income taxes		47,131		2,303		—		(4,689	)		44,745
Prepaid expenses and other current assets		16,246		21,112		11,003		—			48,361
Intercompany receivables		—		2,442,502		31,949		(2,474,451	)		—
Other current assets – assets held-for-sale		—		—		2,997		—			2,997
Total current assets		592,860		3,193,492		336,467		(2,498,676	)		1,624,143
Property, plant and equipment, net		29,313		356,736		105,479		—			491,528
Intangible assets, net		19,925		3,784,987		101,810		—			3,906,722
Goodwill		283,038		2,390,939		140,551		—			2,814,528
Other assets		103,548		58,446		1,908		—			163,902
Investments in subsidiaries		8,667,620		129,016		2,296		(8,798,932	)		—
Total assets	$	9,696,304	$	9,913,616	$	688,511	$	(11,297,608	)	$	9,000,823
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	563,812	$	—	$	—	$	—		$	563,812
Accounts payable		27,865		42,661		10,008		—			80,534
Accrued expenses		152,950		79,629		44,319		(4,967	)		271,931
Deferred revenue		93,306		7,958		31,055		—			132,319
Deferred income tax liabilities		59,346		—		—		(19,536	)		39,810
Intercompany payables		2,418,089		—		64,411		(2,482,500	)		—
Total current liabilities		3,315,368		130,248		149,793		(2,507,003	)		1,088,406
Long-term debt, net of current portion		4,242,098		—		—		—			4,242,098
Deferred income tax liabilities		89,085		1,435,522		10,699		—			1,535,306
Deferred service obligations – long-term		11,251		3,511		12,864		(2,170	)		25,456
Other long-term liabilities		96,990		37,598		33,456		—			168,044
Total stockholders’ equity		1,941,512		8,306,737		481,699		(8,788,435	)		1,941,513
Total liabilities and stockholders’ equity	$	9,696,304	$	9,913,616	$	688,511	$	(11,297,608	)	$	9,000,823

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended March 29, 2014

	Parent/ Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	$	343,410		$	(122,511	)	$	(2,584	)	$	—	$	218,315
INVESTING ACTIVITIES
Proceeds from sale of business, net		—			—			2,431			—		2,431
Purchase of property and equipment		(5,643	)		(9,635	)		(4,499	)		—		(19,777	)
Increase in equipment under customer usage agreements		(453	)		(10,546	)		(6,965	)		—		(17,964	)
Net sales of insurance contracts		13,841			—			—			—		13,841
Purchases of mutual funds		(29,732	)		—			—			—		(29,732	)
Sales of mutual funds		18,564			—			—			—		18,564
(Increase) decrease in other assets		(945	)		(1,981	)		994			—		(1,932	)
Net cash used in investing activities		(4,368	)		(22,162	)		(8,039	)		—		(34,569	)
FINANCING ACTIVITIES
Repayment of long-term debt		(562,500	)		—			—			—		(562,500	)
Payment of debt issuance costs		(2,446	)		—			—			—		(2,446	)
Payment of deferred acquisition consideration		(4,965	)		—			—			—		(4,965	)
Net proceeds from issuance of common stock pursuant to employee stock plans		53,718			—			—			—		53,718
Excess tax benefit related to equity awards		4,134			—			—			—		4,134
Payment of minimum tax withholdings on net share settlement of equity awards		(9,163	)		—			—			—		(9,163	)
Net cash used in financing activities		(521,222	)		—			—			—		(521,222	)
Effect of exchange rate changes on cash and cash equivalents		—			114			(606	)		—		(492	)
Net decrease in cash and cash equivalents		(182,180	)		(144,559	)		(11,229	)		—		(337,968	)
Cash and cash equivalents, beginning of period		321,523			387,422			113,545			—		822,490
Cash and cash equivalents, end of period	$	139,343		$	242,863		$	102,316		$	—	$	484,522

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended March 30, 2013

	Parent/ Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
OPERATING ACTIVITIES
Net cash provided by operating activities	$	65,009		$	72,387		$	32,132		$	—	$	169,528
INVESTING ACTIVITIES
Acquisition of a business		(3,698	)		—			(220	)		—		(3,918	)
Payment of additional acquisition consideration		(16,808	)		—			—			—		(16,808	)
Proceeds from sale of business, net of cash transferred		—			84,762			1,488			—		86,250
Purchase of property and equipment		(6,397	)		(14,335	)		(5,156	)		—		(25,888	)
Increase in equipment under customer usage agreements		(335	)		(13,031	)		(7,589	)		—		(20,955	)
Purchase of insurance contracts		(4,000	)		—			—			—		(4,000	)
Proceeds from sale of intellectual property		—			60,000			—			—		60,000
Purchase of cost-method investments		(3,400	)		(225	)		—			—		(3,625	)
Increase in other assets		(1,984	)		(1,520	)		(1,447	)		—		(4,951	)
Net cash provided by (used in) investing activities		(36,622	)		115,651			(12,924	)		—		66,105
FINANCING ACTIVITIES
Repayment of long-term debt		(32,500	)		—			—			—		(32,500	)
Payment of debt issuance cost		(7,019	)										(7,019	)
Payment of contingent consideration		(42,433	)		—			—			—		(42,433	)
Net proceeds from issuance of common stock pursuant to employee stock plans		37,623			—			—			—		37,623
Excess tax benefit related to equity awards		4,437			—			—			—		4,437
Payment of minimum tax withholdings on net share settlements of equity awards		(9,972	)		—			—			—		(9,972	)
Net cash used in financing activities		(49,864	)		—			—			—		(49,864	)
Effect of exchange rate changes on cash and cash equivalents		—			(1,782	)		579			—		(1,203	)
Net increase (decrease) in cash and cash equivalents		(21,477	)		186,256			19,787			—		184,566
Cash and cash equivalents, beginning of period		210,028			269,416			80,986			—		560,430
Cash and cash equivalents, end of period	$	188,551		$	455,672		$	100,773		$	—	$	744,996

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Income Taxes

6 Months Ended

Mar. 29, 2014

Income Tax Disclosure [Abstract]

Income Taxes

(12) Income Taxes

In accordance with ASC 740, Income Taxes (ASC 740), each interim period is considered integral to the annual period and tax expense is measured using an estimated annual effective tax rate. An entity is required to record income tax expense each quarter based on its annual effective tax rate estimated for the full fiscal year and use that rate to provide for income taxes on a current year-to-date basis, adjusted for discrete taxable events that occur during the interim period. If, however, the entity is unable to reliably estimate its annual effective tax rate, then the actual effective tax rate for the year-to-date may be the best annual effective tax rate estimate. For the six months ended March 30, 2013, the Company determined that it was unable to make a reliable annual effective tax rate estimate due to the rate sensitivity as it related to its forecasted fiscal 2013 results. Therefore, the Company recorded a tax benefit for the six months ended March 30, 2013 based on the effective rate for the six months ended March 30, 2013.

The Company’s effective tax rate for the three and six month periods ended March 29, 2014 was a provision of 42.7% and 67.9%, respectively, on pre-tax losses, compared to a benefit of 30.7% and 40.8%, respectively, on pre-tax losses for the corresponding periods in the prior year. For the three and six months ended March 29, 2014, the effective tax rate differed from the statutory rate primarily due to unbenefited foreign losses. For the three months ended March 30, 2013, the tax rate benefit was less than the statutory rate primarily due to non-deductible contingent consideration expense related to TCT and Interlace, partially offset by the effect of the retroactively reinstated Federal research tax credit in the second quarter of fiscal 2013 and the domestic production activities deduction benefit. For the six months ended March 30, 2013, the tax rate benefit was higher than the statutory rate primarily due to a $19.0 million valuation allowance release related to capital losses which were utilized to offset capital gains generated during the year and the effect of the retroactively reinstated Federal Research tax credit in the second quarter of fiscal 2013, partially offset by non-deductible contingent consideration expense related to TCT and Interlace.

The Internal Revenue Service is examining the Company’s fiscal year 2011 consolidated federal income tax return and Gen-Probe’s consolidated federal income tax returns for calendar years 2010 through the 2012 acquisition date.

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Net Loss Per Share

6 Months Ended

Mar. 29, 2014

Earnings Per Share [Abstract]

Net Loss Per Share

(8) Net Loss Per Share

A reconciliation of basic and diluted share amounts is as follows:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
Basic weighted average common shares outstanding		274,589		268,175		273,648		267,259
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock units		—		—		—		—
Diluted weighted average common shares outstanding		274,589		268,175		273,648		267,259
Weighted-average anti-dilutive shares related to:
Outstanding stock options		7,950		8,081		7,575		9,104
Restricted stock units		517		1,037		733		1,059

As more fully discussed in Note 4, the Company has outstanding Convertible Notes. The Company’s policy is to net share settle its Convertible Notes, and any conversion premium, at the Company’s option, may be satisfied by issuing shares of common stock, cash or a combination of shares and cash. For all periods presented, shares potentially issuable for the conversion premium of the Convertible Notes were excluded from the calculation of earnings per share as their effect would have been anti-dilutive.

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Business Segments and Geographic Information - Segment Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013	Sep. 28, 2013
Segment Reporting Information [Line Items]
Total revenues	$ 625,008	$ 612,663	$ 1,237,456	$ 1,244,025
Operating income (loss)	50,250	5,542	111,535	68,771
Depreciation and amortization	130,044	126,276	257,863	254,431
Capital expenditures	21,356	24,396	37,741	46,843
Identifiable assets	8,362,395		8,362,395		9,000,823
Diagnostics [Member]
Segment Reporting Information [Line Items]
Total revenues	290,802	296,507	576,568	602,423
Operating income (loss)	15,243	(46,978)	19,997	(32,683)
Depreciation and amortization	94,612	89,402	186,798	180,944
Capital expenditures	14,841	13,464	25,097	27,318
Identifiable assets	4,528,340		4,528,340		4,667,942
Breast Health [Member]
Segment Reporting Information [Line Items]
Total revenues	238,705	220,058	465,196	440,866
Operating income (loss)	25,818	47,892	69,667	92,837
Depreciation and amortization	9,163	10,124	18,524	20,054
Capital expenditures	2,275	5,910	4,080	9,490
Identifiable assets	877,923		877,923		932,206
GYN Surgical [Member]
Segment Reporting Information [Line Items]
Total revenues	72,043	73,692	150,897	154,601
Operating income (loss)	6,579	2,241	17,702	2,863
Depreciation and amortization	26,042	26,524	52,088	53,003
Capital expenditures	2,194	2,171	3,980	4,916
Identifiable assets	1,802,207		1,802,207		1,849,518
Skeletal Health [Member]
Segment Reporting Information [Line Items]
Total revenues	23,458	22,406	44,795	46,135
Operating income (loss)	2,610	2,387	4,169	5,754
Depreciation and amortization	227	226	453	430
Capital expenditures	40	28	182	206
Identifiable assets	33,369		33,369		33,508
Corporate [Member]
Segment Reporting Information [Line Items]
Capital expenditures	2,006	2,823	4,402	4,913
Identifiable assets	$ 1,120,556		$ 1,120,556		$ 1,517,649

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Sale of Makena

6 Months Ended

Mar. 29, 2014

Text Block [Abstract]

Sale of Makena

(6) Sale of Makena

In fiscal 2008, the Company sold the rights of its Makena (formerly Gestiva) pharmaceutical product to K-V Pharmaceutical Company (“KV”) upon FDA approval of the then pending Makena new drug application. The Company executed certain amendments to this agreement that resulted in an increase in the total sales price to $199.5 million and a change in the timing of when payments were due to the Company. On February 3, 2011, the Company received FDA approval of Makena, and all rights to Makena were transferred to KV. The Company had received scheduled payments as required under the agreement until August 2012 when KV and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court. At that time, additional payments were still owed to the Company, and in December 2012 the Company and KV executed a settlement agreement, which released KV from all claims in consideration of a $60.0 million payment. The Company recorded this amount in the first quarter of fiscal 2013, net of certain costs, resulting in a gain of $53.9 million. The Company will receive no further payments from KV.

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Marketable Securities

6 Months Ended

Mar. 29, 2014

Investments Debt And Equity Securities [Abstract]

Marketable Securities

(7) Marketable Securities

The following reconciles the cost basis to the fair market value of the Company’s equity security that is classified as available-for-sale:

Period Ended:	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 29, 2014	$	5,931	$	9,928	$	—	$	15,859
September 28, 2013	$	5,931	$	12,156	$	—	$	18,087

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Stock-Based Compensation

6 Months Ended

Mar. 29, 2014

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

(9) Stock-Based Compensation

The following presents stock-based compensation expense in the Company’s Consolidated Statements of Operations:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
Cost of revenues	$	2,133	$	1,723	$	3,643	$	3,557
Research and development		2,224		2,015		4,097		3,883
Selling and marketing		2,352		2,567		4,101		4,768
General and administrative		5,663		5,739		9,496		11,680
Restructuring and divestiture		—		6,969		4,761		7,191
	$	12,372	$	19,013	$	26,098	$	31,079

The Company granted approximately 2.2 million stock options during the six months ended March 29, 2014 and March 30, 2013 with weighted-average exercise prices of $21.85 and $19.91, respectively. There were 11.1 million options outstanding at March 29, 2014 with a weighted-average exercise price of $19.89.

The Company uses a binomial model to determine the fair value of its stock options. The weighted-average assumptions utilized to value these stock options are indicated in the following table:

	Three Months Ended						Six Months Ended
	March 29, 2014			March 30, 2013			March 29, 2014			March 30, 2013
Risk-free interest rate		1.3	%		0.5	%		1.2	%		0.5	%
Expected volatility		41.4	%		43.7	%		41.4	%		43.7	%
Expected life (in years)		4.5			4.4			4.4			4.4
Dividend yield		—			—			—			—
Weighted average fair value of options granted	$	7.82		$	5.83		$	7.65		$	6.99

The Company granted approximately 2.3 million and 1.9 million restricted stock units (RSUs) during the six months ended March 29, 2014 and March 30, 2013, respectively, with weighted-average grant date fair values of $21.53 and $19.86, respectively. As of March 29, 2014, there were 4.1 million unvested RSUs outstanding with a weighted-average grant date fair value of $20.29. The Company granted approximately 0.4 million performance stock units (PSUs) in the first quarter of fiscal 2014 to members of its senior management team, which have a weighted-average grant date fair value of $21.77. Each recipient of the PSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of three years provided the Company’s defined Return on Invested Capital metrics are achieved. The Company is recognizing compensation expense ratably over the required service period based on its estimate that it is probable the targeted number of shares will vest. If there is a change in the estimate of the number of shares that are probable of vesting, the Company will cumulatively adjust compensation expense in the period that the change in estimate is made.

In connection with appointing its new President and Chief Executive Officer in December 2013, the Company granted approximately 0.1 million market stock units (MSUs). The MSUs vest in three separate tranches in an amount of 1/3^rd of the total amount of the award based on the Company’s stock price meeting certain defined average stock prices for consecutive 30 trading day periods. These MSUs were valued at an average of $18.65 using the Monte Carlo simulation model and each tranche has its own derived service period. The Company is recognizing compensation expense under the accelerated method as prescribed by ASC 718, Compensation-Stock Compensation (ASC 718). In addition, per the terms of his employment agreement, the Company granted 0.2 million RSUs to match Mr. MacMillan’s purchase of 0.2 million shares of the Company’s common stock on the open market. The RSUs cliff vest three years from the date of grant, and the Company is accounting for this grant as a liability award pursuant to ASC 718 because this RSU award contains an additional vesting condition (the requirement that Mr. MacMillan retain the matching shares during the vesting period) that is not service, performance or market based.

At March 29, 2014, there was $32.2 million and $79.6 million of unrecognized compensation expense related to stock options and stock units (comprised of RSUs, MSUs and PSUs), respectively, to be recognized over a weighted-average period of 3.4 years and 3.0 years, respectively.

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Goodwill and Intangible Assets - Schedule of Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2014	Sep. 28, 2013
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 5,346,897	$ 5,388,889
Accumulated Amortization	1,679,300	1,482,167
Developed Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	3,969,132	4,008,947
Accumulated Amortization	1,237,076	1,094,435
In-process Research and Development [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	23,000	24,000
Accumulated Amortization
Customer Relationships and Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	1,101,860	1,101,870
Accumulated Amortization	340,541	296,481
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	236,846	238,103
Accumulated Amortization	92,183	81,844
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	13,452	13,026
Accumulated Amortization	8,762	8,495
Business Licenses [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	2,607	2,647
Accumulated Amortization	738	616
Non-Competition Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value		296
Accumulated Amortization		$ 296

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Goodwill and Intangible Assets - Schedule of Estimated Amortization Expense (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2014
Goodwill And Intangible Assets Disclosure [Abstract]
Remainder of Fiscal 2014	$ 229,551
Fiscal 2015	403,348
Fiscal 2016	374,672
Fiscal 2017	365,541
Fiscal 2018	$ 355,044

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Goodwill and Intangible Assets - Rollforward of Goodwill Activity by Reportable Segment (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Mar. 29, 2014
Goodwill [Line Items]
Beginning balance	$ 2,814,528
Disposition of a portion of a reporting unit	(221)
Tax adjustments	(323)
Foreign currency and other	(4,170)
Ending balance	2,809,814
Diagnostics [Member]
Goodwill [Line Items]
Beginning balance	1,153,554
Disposition of a portion of a reporting unit	(221)
Tax adjustments	(323)
Foreign currency and other	(571)
Ending balance	1,152,439
Breast Health [Member]
Goodwill [Line Items]
Beginning balance	636,365
Disposition of a portion of a reporting unit
Tax adjustments
Foreign currency and other	(3,292)
Ending balance	633,073
GYN Surgical [Member]
Goodwill [Line Items]
Beginning balance	1,016,456
Disposition of a portion of a reporting unit
Tax adjustments
Foreign currency and other	(316)
Ending balance	1,016,140
Skeletal Health [Member]
Goodwill [Line Items]
Beginning balance	8,153
Disposition of a portion of a reporting unit
Tax adjustments
Foreign currency and other	9
Ending balance	$ 8,162

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Goodwill and Intangible Assets (Tables)

6 Months Ended

Mar. 29, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

Rollforward of Goodwill Activity by Reportable Segment

A rollforward of goodwill activity by reportable segment from September 28, 2013 to March 29, 2014 is as follows:

	Diagnostics			Breast Health			GYN Surgical			Skeletal Health		Total
Balance at September 28, 2013	$	1,153,554		$	636,365		$	1,016,456		$	8,153	$	2,814,528
Disposition of a portion of a reporting unit		(221	)		—			—			—		(221	)
Tax adjustments		(323	)		—			—			—		(323	)
Foreign currency and other		(571	)		(3,292	)		(316	)		9		(4,170	)
Balance at March 29, 2014	$	1,152,439		$	633,073		$	1,016,140		$	8,162	$	2,809,814

Schedule of Intangible Assets

Intangible Assets

Intangible assets consisted of the following:

Description	As of March 29, 2014				As of September 28, 2013
	Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization
Developed technology	$	3,969,132	$	1,237,076	$	4,008,947	$	1,094,435
In-process research and development		23,000		—		24,000		—
Customer relationships and contracts		1,101,860		340,541		1,101,870		296,481
Trade names		236,846		92,183		238,103		81,844
Patents		13,452		8,762		13,026		8,495
Business licenses		2,607		738		2,647		616
Non-competition agreements		—		—		296		296
	$	5,346,897	$	1,679,300	$	5,388,889	$	1,482,167

Schedule of Estimated Amortization Expense

The estimated remaining amortization expense as of March 29, 2014 for each of the five succeeding fiscal years is as follows:

Remainder of Fiscal 2014	$	229,551
Fiscal 2015	$	403,348
Fiscal 2016	$	374,672
Fiscal 2017	$	365,541
Fiscal 2018	$	355,044

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Sale of Makena - Additional Information (Detail) (USD $)	3 Months Ended	6 Months Ended
	Dec. 29, 2012	Mar. 29, 2014	Mar. 30, 2013
Regulatory Assets [Abstract]
Amended transaction price as a result of executing amendment		$ 199,500,000
Final payment received	60,000,000
Gain on net of certain contingent legal fees and amounts due to inventor	$ 53,900,000		$ 53,884,000

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Product Warranties

6 Months Ended

Mar. 29, 2014

Guarantees [Abstract]

Product Warranties

(14) Product Warranties

Product warranty activity was as follows:

	Balance at Beginning of Period		Provisions		Settlements/ Adjustments			Balance at End of Period
Six Months Ended:
March 29, 2014	$	9,258	$	4,320	$	(5,058	)	$	8,520
March 30, 2013	$	6,179	$	5,328	$	(4,965	)	$	6,542

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Restructuring and Divestiture Charges (Tables)

6 Months Ended

Mar. 29, 2014

Restructuring And Related Activities [Abstract]

Charges Taken Related to Restructuring Actions

The following table displays charges taken related to restructuring actions in fiscal 2014, 2013 and 2012 and a rollforward of the charges to the accrued balances as of March 29, 2014:

Restructuring and Divestiture Charges	Consolidation of     Diagnostics Operations		Closure of     Indianapolis     Facility		Fiscal 2014     Actions		Fiscal 2013     Actions		Other Operating Cost     Reductions		Total
Fiscal 2012 charges:
Non-cash impairment charge	$	585	$	—	$	—	$	—	$	—	$	585
Purchase orders and other contractual obligations		—		—		—		—		351		351
Workforce reductions		14,202		879		—		—		168		15,249
Facility closure costs		—		—		—		—		430		430
Other		—		900		—		—		—		900
Fiscal 2012 restructuring and divestiture charges	$	14,787	$	1,779	$	—	$	—	$	949	$	17,515
Fiscal 2013 charges:
Workforce reductions	$	13,950	$	4,805	$	—	$	11,332	$	1,127	$	31,214
Facility closure costs		—		173		—		—		377		550
Other		—		651		—		42		236		929
Fiscal 2013 restructuring charges	$	13,950	$	5,629	$	—	$	11,374	$	1,740	$	32,693
Divestiture net charges												112
Fiscal 2013 restructuring and divestiture charges											$	32,805
Fiscal 2014 charges:
Workforce reductions	$	1,671	$	238	$	15,948	$	932	$	7,194	$	25,983
Property impairment		—		—		—		—		3,132		3,132
Facility closure costs		—		445		—		—		—		445
Other		—		—		—		—		128		128
Fiscal 2014 restructuring charges	$	1,671	$	683	$	15,948	$	932	$	10,454	$	29,688
Divestiture net charges												221
Fiscal 2014 restructuring and divestiture charges											$	29,909

Charges Taken Related to Accrued Restructuring Actions

Rollforward of Accrued Restructuring
Fiscal 2012 charges	$	14,787		$	1,779		$	—	$	—		$	949		$	17,515
Non-cash impairment charges		(585	)		—			—		—			—			(585	)
Stock-based compensation		(3,500	)		—			—		—			—			(3,500	)
Severance payments		(2,423	)		—			—		—			(206	)		(2,629	)
Other payments		—			—			—		—			(781	)		(781	)
Acquired		83			—			—		—			—			83
Foreign exchange and other adjustments		22			—			—		—			91			113
Balance at September 29, 2012	$	8,384		$	1,779		$	—	$	—		$	53		$	10,216
Fiscal 2013 restructuring charges	$	13,950		$	5,629			—	$	11,374		$	1,740		$	32,693
Stock-based compensation		(6,322	)		—			—		(1,595	)		—			(7,917	)
Non-cash impairment charges		—			—			—		—			(54	)		(54	)
Severance payments		(13,068	)		(3,048	)		—		(4,425	)		(897	)		(21,438	)
Other payments		—			(566	)		—		(25	)		(560	)		(1,151	)

Rollforward of Accrued Restructuring	Consolidation of     Diagnostics Operations			Closure of     Indianapolis     Facility			Fiscal 2014     Actions			Fiscal 2013     Actions			Other Operating Cost     Reductions			Total
Foreign exchange and other adjustments		(2	)		—			—			(14	)		6			(10	)
Balance at September 28, 2013	$	2,942		$	3,794		$	—		$	5,315		$	288		$	12,339
Fiscal 2014 restructuring charges	$	1,671		$	683		$	15,948		$	932		$	10,454		$	29,688
Stock-based compensation		—			—			(4,731	)		(30	)		—			(4,761	)
Non-cash impairment charges		—			—			—			—			(3,132	)		(3,132	)
Severance payments		(421	)		(3,946	)		(6,123	)		(4,176	)		(1,322	)		(15,988	)
Other payments		—			(353	)		—			(9	)		(128	)		(490	)
Foreign exchange and other adjustments		—			—			—			(3	)		5			2
Balance at March 29, 2014	$	4,192		$	178		$	5,094		$	2,029		$	6,165		$	17,658

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Commitments and Contingencies - Additional Information (Detail) (USD $)	0 Months Ended	3 Months Ended	6 Months Ended			3 Months Ended					1 Months Ended	3 Months Ended
	Oct. 29, 2013	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013	Sep. 04, 2012	Dec. 29, 2012 Adiana, Inc. [Member]	Dec. 29, 2012 Sentinelle Medical Inc. [Member]	Dec. 28, 2013 Interlace Business. [Member]	Mar. 30, 2013 Interlace Business. [Member]	Mar. 29, 2014 Interlace Business. [Member]	Jun. 30, 2011 TCT International Co., Ltd. [Member]	Dec. 29, 2013 TCT International Co., Ltd. [Member]	Sep. 28, 2013 TCT International Co., Ltd. [Member]
Contingent Consideration Earn-Out Payments [Line Items]
Payment of contingent consideration				$ 42,433,000		$ 16,800,000	$ 3,400,000		$ 86,900,000			$ 31,100,000	$ 87,400,000
Contingent payments period								2 years			2 years
Contingent consideration - fair value adjustments		799,000		10,839,000					93,800,000
Accrued contingent payments										3,400,000
Contingent consideration compensation expense		29,388,000	0	58,874,000
Assessed damages					4,000,000
Additional Payments	$ 14,700,000

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Fair Value Measurements - Estimated Fair Values of Convertible Notes (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2014	Sep. 28, 2013
Estimated Fair Value Of Financial Instruments [Line Items]
Estimated fair values of debt instruments	$ 1,401,500	$ 1,820,300
2007 Notes [Member]
Estimated Fair Value Of Financial Instruments [Line Items]
Estimated fair values of debt instruments		405,000
2010 Notes [Member]
Estimated Fair Value Of Financial Instruments [Line Items]
Estimated fair values of debt instruments	507,800	510,800
2012 Notes [Member]
Estimated Fair Value Of Financial Instruments [Line Items]
Estimated fair values of debt instruments	502,800	518,800
2013 Notes [Member]
Estimated Fair Value Of Financial Instruments [Line Items]
Estimated fair values of debt instruments	$ 390,900	$ 385,700

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Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2014	Sep. 28, 2013
Current assets:
Cash and cash equivalents	$ 484,522	$ 822,490
Restricted cash	5,857	6,914
Accounts receivable, less reserves of $10,930 and $8,798, respectively	387,633	409,273
Inventories	310,980	289,363
Deferred income tax assets	34,398
Prepaid income taxes		44,745
Prepaid expenses and other current assets	41,170	48,361
Other current assets - assets held-for-sale		2,997
Total current assets	1,264,560	1,624,143
Property, plant and equipment, net	472,154	491,528
Intangible assets, net	3,667,597	3,906,722
Goodwill	2,809,814	2,814,528
Other assets	148,270	163,902
Total assets	8,362,395	9,000,823
Current liabilities:
Current portion of long-term debt	89,497	563,812
Accounts payable	68,197	80,534
Accrued expenses	248,287	271,931
Deferred revenue	144,702	132,319
Deferred income tax liabilities		39,810
Total current liabilities	550,683	1,088,406
Long-term debt, net of current portion	4,183,958	4,242,098
Deferred income tax liabilities	1,450,342	1,535,306
Deferred service obligations - long-term	22,458	25,456
Other long-term liabilities	174,851	168,044
Commitments and contingencies (Note 5)
Stockholders' equity:
Preferred stock, $0.01 par value - 1,623 shares authorized; 0 shares issued
Common stock, $0.01 par value - 750,000 shares authorized; 276,236 and 272,036 shares issued, respectively	2,762	2,720
Additional paid-in-capital	5,606,759	5,536,312
Accumulated deficit	(3,640,024)	(3,616,392)
Accumulated other comprehensive income	10,606	20,391
Treasury stock, at cost - 219 shares at September 28, 2013		(1,518)
Total stockholders' equity	1,980,103	1,941,513
Total liabilities and stockholders' equity	$ 8,362,395	$ 9,000,823

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Restructuring and Divestiture Charges

6 Months Ended

Mar. 29, 2014

Restructuring And Related Activities [Abstract]

Restructuring and Divestiture Charges

(3) Restructuring and Divestiture Charges

The Company evaluates its operations for opportunities to improve operational effectiveness and efficiency, including facility and operations consolidation, and to better align expenses with revenues. As a result of these assessments, the Company has undertaken various restructuring actions which are described below. The following table displays charges taken related to restructuring actions in fiscal 2014, 2013 and 2012 and a rollforward of the charges to the accrued balances as of March 29, 2014:

Restructuring and Divestiture Charges	Consolidation of     Diagnostics Operations			Closure of     Indianapolis     Facility			Fiscal 2014     Actions		Fiscal 2013     Actions			Other Operating Cost     Reductions			Total
Fiscal 2012 charges:
Non-cash impairment charge	$	585		$	—		$	—	$	—		$	—		$	585
Purchase orders and other contractual obligations		—			—			—		—			351			351
Workforce reductions		14,202			879			—		—			168			15,249
Facility closure costs		—			—			—		—			430			430
Other		—			900			—		—			—			900
Fiscal 2012 restructuring and divestiture charges	$	14,787		$	1,779		$	—	$	—		$	949		$	17,515
Fiscal 2013 charges:
Workforce reductions	$	13,950		$	4,805		$	—	$	11,332		$	1,127		$	31,214
Facility closure costs		—			173			—		—			377			550
Other		—			651			—		42			236			929
Fiscal 2013 restructuring charges	$	13,950		$	5,629		$	—	$	11,374		$	1,740		$	32,693
Divestiture net charges																112
Fiscal 2013 restructuring and divestiture charges															$	32,805
Fiscal 2014 charges:
Workforce reductions	$	1,671		$	238		$	15,948	$	932		$	7,194		$	25,983
Property impairment		—			—			—		—			3,132			3,132
Facility closure costs		—			445			—		—			—			445
Other		—			—			—		—			128			128
Fiscal 2014 restructuring charges	$	1,671		$	683		$	15,948	$	932		$	10,454		$	29,688
Divestiture net charges																221
Fiscal 2014 restructuring and divestiture charges															$	29,909
Rollforward of Accrued Restructuring
Fiscal 2012 charges	$	14,787		$	1,779		$	—	$	—		$	949		$	17,515
Non-cash impairment charges		(585	)		—			—		—			—			(585	)
Stock-based compensation		(3,500	)		—			—		—			—			(3,500	)
Severance payments		(2,423	)		—			—		—			(206	)		(2,629	)
Other payments		—			—			—		—			(781	)		(781	)
Acquired		83			—			—		—			—			83
Foreign exchange and other adjustments		22			—			—		—			91			113
Balance at September 29, 2012	$	8,384		$	1,779		$	—	$	—		$	53		$	10,216
Fiscal 2013 restructuring charges	$	13,950		$	5,629			—	$	11,374		$	1,740		$	32,693
Stock-based compensation		(6,322	)		—			—		(1,595	)		—			(7,917	)
Non-cash impairment charges		—			—			—		—			(54	)		(54	)
Severance payments		(13,068	)		(3,048	)		—		(4,425	)		(897	)		(21,438	)
Other payments		—			(566	)		—		(25	)		(560	)		(1,151	)

Rollforward of Accrued Restructuring	Consolidation of     Diagnostics Operations			Closure of     Indianapolis     Facility			Fiscal 2014     Actions			Fiscal 2013     Actions			Other Operating Cost     Reductions			Total
Foreign exchange and other adjustments		(2	)		—			—			(14	)		6			(10	)
Balance at September 28, 2013	$	2,942		$	3,794		$	—		$	5,315		$	288		$	12,339
Fiscal 2014 restructuring charges	$	1,671		$	683		$	15,948		$	932		$	10,454		$	29,688
Stock-based compensation		—			—			(4,731	)		(30	)		—			(4,761	)
Non-cash impairment charges		—			—			—			—			(3,132	)		(3,132	)
Severance payments		(421	)		(3,946	)		(6,123	)		(4,176	)		(1,322	)		(15,988	)
Other payments		—			(353	)		—			(9	)		(128	)		(490	)
Foreign exchange and other adjustments		—			—			—			(3	)		5			2
Balance at March 29, 2014	$	4,192		$	178		$	5,094		$	2,029		$	6,165		$	17,658

Consolidation of Diagnostics Operations

In connection with its acquisition of Gen-Probe Incorporated (“Gen-Probe”), the Company implemented restructuring actions to consolidate its Diagnostics operations, including streamlining product development initiatives, reducing overlapping functional areas in sales, marketing and general and administrative functions, and consolidating manufacturing resources, field services and support. As a result, the Company terminated certain employees from Gen-Probe and its legacy diagnostics business in research and development, sales, marketing, and general and administrative functions. The Company recorded severance and benefit charges in fiscal 2012 of $13.3 million related to this action pursuant to ASC 420, Exit or Disposal Cost Obligations (ASC 420). The majority of these employees ceased working in the fourth quarter of fiscal 2012, and their full severance charge was recorded in the fourth quarter of fiscal 2012. In addition, certain of the terminated Gen-Probe employees had unvested stock options, which were accelerated at termination pursuant to the stock options’ original terms. As such, the severance charges in fiscal 2012 include $3.5 million of stock-based compensation expense. In fiscal 2013, the Company recorded $10.8 million of severance charges, including $6.3 million for stock-based compensation. Included in these charges is $9.7 million recorded in the second quarter of fiscal 2013 related to the termination of certain Gen-Probe executives, including Carl Hull, Gen-Probe’s former Chairman, President and Chief Executive Officer. The charge was for the acceleration of certain retention payments and equity awards pursuant to the original terms of the related agreements. No additional charges were recorded in fiscal 2014 under this portion of the action. The Company recorded $9.7 million and $10.5 million of severance charges in the three and six months ended March 30, 2013, respectively.

In addition, the Company is in the process of moving its legacy molecular diagnostics operations from Madison, Wisconsin to Gen-Probe’s facilities in San Diego, California. This transfer is expected to be finalized by the end of fiscal 2014 and, as a result, many of the employees in Madison will be terminated. The Company is recording severance and benefit charges pursuant to ASC 420 and estimates the total severance and benefits charge to be approximately $7.3 million, which is being recorded ratably over the estimated service period of the affected employees. The Company recorded $0.9 million and $1.7 million in the three and six months ended March 29, 2014, respectively, and $1.0 million and $2.0 million in the three and six months ended March 30, 2013, respectively. In fiscal 2013 and 2012, the Company recorded $3.2 million and $0.9 million, respectively, for severance and benefits related to this action.

Closure of Indianapolis Facility

In the fourth quarter of fiscal 2012, the Company finalized its decision to transfer production of the majority of its interventional breast products, which are included within the Breast Health reporting segment, from its Indianapolis, Indiana facility to its facility in Costa Rica. The transfer was completed in the first quarter of fiscal 2014, and the termination of employees at the Indianapolis location was completed. The Company recorded severance and benefit charges pursuant to ASC 420 and the total severance and benefits charge under this action was $5.9 million, which was recorded ratably over the required service period of the affected employees. The Company recorded severance and benefits charges of $0.2 million in the first quarter of fiscal 2014. The Company recorded severance and benefit charges of $1.5 million and $3.0 million in the three and six months ended March 30, 2013, respectively. In fiscal 2013 and 2012, the Company recorded $4.8 million and $0.9 million, respectively, for severance and benefits related to this action. In addition, the Company recorded charges of $0.4 million in the first quarter of fiscal 2014 related to the termination of its lease and remaining lease payments as of the cease-use date. The Company also recorded miscellaneous charges of $0.8 million in fiscal 2013 and $0.9 million in fiscal 2012 for amounts owed to the state of Indiana for employment credits. This action is complete and no additional charges will be recorded.

Fiscal 2014 Actions

During the first quarter of fiscal 2014, the Company implemented a cost reduction initiative comprised of reducing headcount and evaluating research projects and operating costs. In connection with this plan, the Company terminated certain employees on a worldwide basis. The Company recorded the severance and benefit charges pursuant to ASC 420 and ASC 712, Compensation-Nonretirement Postemployment Benefits (ASC 712), depending on the nature of the benefits. The Company recorded $6.3 million of severance and benefit charges in the first quarter of fiscal 2014, which includes $0.4 million of stock-based compensation.

On December 6, 2013, Stephen P. MacMillan was appointed as President, Chief Executive Officer and a director of the Company. The employment of John W. Cumming, the Company’s prior President and Chief Executive Officer, terminated upon Mr. MacMillan’s appointment. The Company provided separation benefits to Mr. Cumming pursuant to his employment letter dated July 18, 2013 resulting in a charge of $6.6 million in the first quarter of fiscal 2014, which included $4.4 million of stock-based compensation related to the acceleration of all of Mr. Cumming’s outstanding equity awards in accordance with the existing terms of Mr. Cumming’s share based payment arrangements. An additional $0.2 million was recorded in the second quarter of fiscal 2014.

In the second quarter of fiscal 2014, the Company terminated certain executives and employees and recorded severance and benefit charges of $3.0 million pursuant to ASC 712.

Fiscal 2013 Actions

During the third quarter of fiscal 2013, the Company implemented a cost reduction initiative comprised of reducing headcount and evaluating research projects and operating costs. In connection with this plan, the Company terminated certain employees on a worldwide basis. The Company primarily recorded severance and benefit charges pursuant to ASC 420, and the total severance and benefits charge was $5.4 million related to this plan. For those employees who continued to be employed beyond the minimum retention period, charges were recorded ratably over the estimated service period of the affected employees. The Company recorded severance and benefit charges of $0.2 million and $0.9 million in the three and six months ended March 29, 2014, respectively. The Company recorded $4.6 million of severance and benefit charges in the second half of fiscal 2013 related to this action.

During the fourth quarter of fiscal 2013, Robert A. Cascella resigned as the Company’s President and Chief Executive Officer and as a member of the Board of Directors of the Company, and effective at the same time, Mr. Cumming was appointed as the Company’s President and Chief Executive Officer. In connection with this management change, additional headcount reductions were implemented. As a result of this action, the Company recorded $6.8 million in the fourth quarter of fiscal 2013 for severance and benefits charges. All employees were notified prior to September 28, 2013 and primarily ceased employment in the fourth quarter of fiscal 2013. The severance and benefit charges were recorded pursuant to ASC 712 for those employees with contractual arrangements and under ASC 420 for the remainder of the affected employees. In addition to the acceleration of stock options pursuant to the stock options’ original terms for certain employees, the Company also modified the terms of equity awards to certain employees resulting in aggregate stock-based compensation charges of $1.4 million recorded in the fourth quarter of fiscal 2013.

Other Operating Cost Reductions:

Hitec-Imaging Organic Photoconductor Manufacturing Line Shut-down

In the fourth quarter of fiscal 2013, in connection with the Company’s cost reduction initiatives, the Company decided to shut-down its Hitec-Imaging organic photoconductor manufacturing line located in Germany. This production line is included within the Breast Health segment. As a result, the Company terminated certain employees, primarily in manufacturing, in fiscal 2014. During the first quarter of fiscal 2014, the Company completed its negotiations with the local Works Council to determine severance benefits for the approximately 95 affected employees. The Company is recording severance and benefit charges pursuant to ASC 420 and estimates the severance and related charges will be approximately $9.1 million. The Company recorded charges of $7.3 million in the second quarter of fiscal 2014 in connection with terminating these employees. Additional charges will be recorded in fiscal 2014 and 2015 based on the terms of the benefit arrangements to certain employees.

In the first quarter of fiscal 2014, the Company recorded an impairment charge of $3.1 million to record certain buildings at this location in Germany to their estimated fair value. This charge is included within restructuring and divestiture charges.

Consolidation of Selenium Panel Coating Production

During the third quarter of fiscal 2012, the Company finalized its decision to consolidate its Selenium panel coating process and transfer the production line to its Newark, Delaware facility from its Hitec-Imaging German subsidiary. This production line is included within the Breast Health segment. The transfer was completed in the fourth quarter of fiscal 2013. In connection with this consolidation plan, the Company terminated certain employees, primarily manufacturing personnel. Severance charges were recorded pursuant to ASC 420. The termination communications began in January 2013 and the Company recorded severance charges of $0.6 million in the second quarter of fiscal 2013. In connection with this action, the Company recorded severance charges of $1.1 million in fiscal 2013.

Divestitures

In the fourth quarter of fiscal 2013, the Company designated the assets of its Elucigene product line as assets held-for-sale, and recorded a charge of $0.7 million to record the assets at fair value. In the first quarter of fiscal 2014, the Company finalized the sale of the assets for $2.8 million, resulting in additional charges of $0.2 million for the six months ended March 29, 2014. At September 28, 2013, assets held-for-sale consisted of inventory and certain equipment valued at $2.4 million and goodwill of $0.6 million.

The Company completed the sale of its Lifecodes business and recorded a net gain of $0.9 million in the second quarter of fiscal 2013. For the year ended September 28, 2013, the Company recorded a charge of $0.3 million related to the disposition of certain other assets held-for-sale.

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Other Balance Sheet Information - Other Balance Sheet Information of Property, Plant and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Mar. 29, 2014	Sep. 28, 2013
Other Balance Sheet Information [Abstract]
Equipment and software	$ 334,178	$ 318,473
Equipment under customer usage agreements	282,177	275,696
Building and improvements	173,930	171,469
Leasehold improvements	62,734	68,159
Land	51,662	51,633
Furniture and fixtures	16,972	22,628
Property, plant and equipment, gross	921,653	908,058
Less - accumulated depreciation and amortization	(449,499)	(416,530)
Property, plant and equipment, net	$ 472,154	$ 491,528

XML

Supplemental Guarantor Condensed Consolidating Financials - Schedule of Supplemental Condensed Consolidating Statement of Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended			6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Dec. 29, 2012	Mar. 29, 2014	Mar. 30, 2013
Revenues:
Product	$ 521,135	$ 516,116		$ 1,033,517	$ 1,049,370
Service and other	103,873	96,547		203,939	194,655
Total revenues	625,008	612,663		1,237,456	1,244,025
Costs of revenues:
Product	185,724	207,227		362,602	429,554
Amortization of intangible assets	76,883	75,733		153,549	151,020
Impairment of intangible assets	26,567			26,567
Service and other	53,722	50,377		107,030	102,452
Gross profit	282,112	279,326		587,708	560,999
Operating expenses:
Research and development	49,915	49,621		98,584	101,130
Selling and marketing	78,657	88,614		161,914	183,057
General and administrative	62,109	64,233		129,928	118,624
Amortization of intangible assets	29,100	28,667		55,316	57,193
Contingent consideration - compensation expense		29,388		0	58,874
Impairment of intangible assets	522			522
Contingent consideration - fair value adjustments		799			10,839
Gain on sale of intellectual property			(53,900)		(53,884)
Restructuring and divestiture charges	11,559	12,462		29,909	16,395
Operating expenses, total	231,862	273,784		476,173	492,228
Income (loss) from operations	50,250	5,542		111,535	68,771
Interest income	149	207		505	467
Interest expense	(54,449)	(76,049)		(115,739)	(148,130)
Debt extinguishment loss	(4,437)	(3,247)		(7,377)	(3,247)
Other (expense) income, net	(3,263)	(201)		(2,093)	1,038
(Loss) income before income taxes	(11,750)	(73,748)		(13,169)	(81,101)
Provision (benefit) for income taxes	5,015	(22,644)		8,947	(33,115)
Equity in earnings (losses) of subsidiaries
Net (loss) income	(16,765)	(51,104)		(22,116)	(47,986)
Eliminations [Member]
Revenues:
Product	(109,371)	(102,751)		(210,416)	(178,438)
Service and other	(14,145)	(15,484)		(27,642)	(28,297)
Total revenues	(123,516)	(118,235)		(238,058)	(206,735)
Costs of revenues:
Product	(109,371)	(102,751)		(210,416)	(178,438)
Amortization of intangible assets
Impairment of intangible assets
Service and other	(14,145)	(15,484)		(27,642)	(28,297)
Gross profit
Operating expenses:
Research and development
Selling and marketing
General and administrative
Amortization of intangible assets
Contingent consideration - compensation expense
Impairment of intangible assets
Contingent consideration - fair value adjustments
Gain on sale of intellectual property
Restructuring and divestiture charges		(1,394)			(1,394)
Operating expenses, total		(1,394)			(1,394)
Income (loss) from operations		1,394			1,394
Interest income	(1,152)			(1,394)
Interest expense	1,152			1,394
Debt extinguishment loss
Other (expense) income, net		(13)			(27)
(Loss) income before income taxes		1,381			1,367
Provision (benefit) for income taxes
Equity in earnings (losses) of subsidiaries	13,059	(1,450)		3,395	(75,896)
Net (loss) income	13,059	(69)		3,395	(74,529)
Parent/Issuer [Member]
Revenues:
Product	122,938	100,614		228,394	198,657
Service and other	88,608	81,176		174,554	159,136
Total revenues	211,546	181,790		402,948	357,793
Costs of revenues:
Product	58,047	52,488		110,920	106,008
Amortization of intangible assets	1,397	1,309		2,794	2,615
Impairment of intangible assets
Service and other	51,109	40,620		93,429	78,998
Gross profit	100,993	87,373		195,805	170,172
Operating expenses:
Research and development	7,695	7,234		15,212	14,652
Selling and marketing	17,857	20,484		35,783	41,257
General and administrative	15,137	16,716		29,793	32,036
Amortization of intangible assets	1,115	777		1,894	1,455
Contingent consideration - compensation expense		29,388			58,874
Impairment of intangible assets
Contingent consideration - fair value adjustments		799			10,839
Gain on sale of intellectual property
Restructuring and divestiture charges	1,656	164		6,646	385
Operating expenses, total	43,460	75,562		89,328	159,498
Income (loss) from operations	57,533	11,811		106,477	10,674
Interest income	103	99		202	230
Interest expense	(54,692)	(75,238)		(115,346)	(146,492)
Debt extinguishment loss	(4,437)	(3,247)		(7,377)	(3,247)
Other (expense) income, net	(2,938)	1,638		6,627	1,757
(Loss) income before income taxes	(4,431)	(64,937)		(9,417)	(137,078)
Provision (benefit) for income taxes	(1,753)	(14,842)		(1,812)	(26,589)
Equity in earnings (losses) of subsidiaries	(14,087)	(1,009)		(14,511)	62,503
Net (loss) income	(16,765)	(51,104)		(22,116)	(47,986)
Guarantor Subsidiaries [Member]
Revenues:
Product	385,989	396,913		767,557	774,736
Service and other	17,068	21,320		32,941	44,409
Total revenues	403,057	418,233		800,498	819,145
Costs of revenues:
Product	145,665	169,259		284,425	331,988
Amortization of intangible assets	74,619	73,374		148,728	146,291
Impairment of intangible assets
Service and other	13,893	16,828		21,535	33,585
Gross profit	168,880	158,772		345,810	307,281
Operating expenses:
Research and development	39,997	39,973		78,848	81,726
Selling and marketing	40,532	45,237		83,307	92,602
General and administrative	35,530	38,631		77,024	69,647
Amortization of intangible assets	26,865	26,687		51,028	53,336
Contingent consideration - compensation expense
Impairment of intangible assets
Contingent consideration - fair value adjustments
Gain on sale of intellectual property					(53,884)
Restructuring and divestiture charges	2,331	10,600		12,087	13,886
Operating expenses, total	145,255	161,128		302,294	257,313
Income (loss) from operations	23,625	(2,356)		43,516	49,968
Interest income	901	36		1,206	78
Interest expense	(308)	(309)		(616)	(623)
Debt extinguishment loss
Other (expense) income, net	(186)	(3,073)		(9,530)	(7,119)
(Loss) income before income taxes	24,032	(5,702)		34,576	42,304
Provision (benefit) for income taxes	4,664	(8,081)		6,224	(11,195)
Equity in earnings (losses) of subsidiaries	1,028	2,459		11,116	13,393
Net (loss) income	20,396	4,838		39,468	66,892
Non-Guarantor Subsidiaries [Member]
Revenues:
Product	121,579	121,340		247,982	254,415
Service and other	12,342	9,535		24,086	19,407
Total revenues	133,921	130,875		272,068	273,822
Costs of revenues:
Product	91,383	88,231		177,673	169,996
Amortization of intangible assets	867	1,050		2,027	2,114
Impairment of intangible assets	26,567			26,567
Service and other	2,865	8,413		19,708	18,166
Gross profit	12,239	33,181		46,093	83,546
Operating expenses:
Research and development	2,223	2,414		4,524	4,752
Selling and marketing	20,268	22,893		42,824	49,198
General and administrative	11,442	8,886		23,111	16,941
Amortization of intangible assets	1,120	1,203		2,394	2,402
Contingent consideration - compensation expense
Impairment of intangible assets	522			522
Contingent consideration - fair value adjustments
Gain on sale of intellectual property
Restructuring and divestiture charges	7,572	3,092		11,176	3,518
Operating expenses, total	43,147	38,488		84,551	76,811
Income (loss) from operations	(30,908)	(5,307)		(38,458)	6,735
Interest income	297	72		491	159
Interest expense	(601)	(502)		(1,171)	(1,015)
Debt extinguishment loss
Other (expense) income, net	(139)	1,247		810	6,427
(Loss) income before income taxes	(31,351)	(4,490)		(38,328)	12,306
Provision (benefit) for income taxes	2,104	279		4,535	4,669
Equity in earnings (losses) of subsidiaries
Net (loss) income	$ (33,455)	$ (4,769)		$ (42,863)	$ 7,637

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Borrowings and Credit Arrangements (Tables)

6 Months Ended

Mar. 29, 2014

Debt Disclosure [Abstract]

Company's Borrowings

The Company’s borrowings consisted of the following:

	March 29, 2014		September 28, 2013
Current debt obligations, net of debt discount:
Term Loan A	$	74,628	$	49,713
Term Loan B		14,869		113,966
Convertible Notes		—		400,133
Total current debt obligations		89,497		563,812
Long-term debt obligations, net of debt discount:
Term Loan A		845,782		894,834
Term Loan B		1,127,581		1,159,272
Senior Notes		1,000,000		1,000,000
Convertible Notes		1,210,595		1,187,992
Total long-term debt obligations		4,183,958		4,242,098
Total debt obligations	$	4,273,455	$	4,805,910

Interest Expense under Convertible Notes

Interest expense under the Convertible Notes is as follows:

	Three Months Ended				Six Months Ended
	March 29, 2014		March 30, 2013		March 29, 2014		March 30, 2013
Amortization of debt discount	$	8,341	$	13,621	$	19,887	$	29,265
Amortization of deferred financing costs		413		790		1,063		1,698
Principal accretion		3,810		1,789		7,584		1,789
Non-cash interest expense		12,564		16,200		28,534		32,752
2.00% accrued interest		4,751		8,616		12,870		17,226
	$	17,315	$	24,816	$	41,404	$	49,978

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Fair Value Measurements - Changes in Fair Value of Recurring Fair Value Measurements Using Significant Unobservable Inputs (Level 3), Consisting of Contingent Consideration Liabilities (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Mar. 29, 2014	Mar. 30, 2013	Mar. 29, 2014	Mar. 30, 2013
Fair Value Disclosures [Abstract]
Balance at beginning of period	$ 3,647	$ 93,000	$ 3,780	$ 86,368
Fair value adjustments		799		10,839
Payments	(254)	(90,172)	(387)	(93,580)
Balance at end of period	$ 3,393	$ 3,627	$ 3,393	$ 3,627

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Goodwill and Intangible Assets

6 Months Ended

Mar. 29, 2014

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

(13) Goodwill and Intangible Assets

Goodwill

A rollforward of goodwill activity by reportable segment from September 28, 2013 to March 29, 2014 is as follows:

	Diagnostics			Breast Health			GYN Surgical			Skeletal Health		Total
Balance at September 28, 2013	$	1,153,554		$	636,365		$	1,016,456		$	8,153	$	2,814,528
Disposition of a portion of a reporting unit		(221	)		—			—			—		(221	)
Tax adjustments		(323	)		—			—			—		(323	)
Foreign currency and other		(571	)		(3,292	)		(316	)		9		(4,170	)
Balance at March 29, 2014	$	1,152,439		$	633,073		$	1,016,140		$	8,162	$	2,809,814

Intangible Assets

Intangible assets consisted of the following:

Description	As of March 29, 2014				As of September 28, 2013
	Gross Carrying Value		Accumulated Amortization		Gross Carrying Value		Accumulated Amortization
Developed technology	$	3,969,132	$	1,237,076	$	4,008,947	$	1,094,435
In-process research and development		23,000		—		24,000		—
Customer relationships and contracts		1,101,860		340,541		1,101,870		296,481
Trade names		236,846		92,183		238,103		81,844
Patents		13,452		8,762		13,026		8,495
Business licenses		2,607		738		2,647		616
Non-competition agreements		—		—		296		296
	$	5,346,897	$	1,679,300	$	5,388,889	$	1,482,167

The Company recorded impairment charges of $26.6 million and $0.5 million to developed technology and trade names, respectively, in the second quarter of fiscal 2014. In addition, the Company periodically re-evaluates the lives of its definite-lived intangible assets, and in the second quarter of fiscal 2014 shortened the life of certain corporate trade names, which will be phased out.

The estimated remaining amortization expense as of March 29, 2014 for each of the five succeeding fiscal years is as follows:

Remainder of Fiscal 2014	$	229,551
Fiscal 2015	$	403,348
Fiscal 2016	$	374,672
Fiscal 2017	$	365,541
Fiscal 2018	$	355,044