|
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||||
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
Delaware
|
|
04-2902449
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
250 Campus Drive,
|
|
|
|
Marlborough,
|
|
|
|
Massachusetts
|
|
01752
|
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, $0.01 par value
|
HOLX
|
NASDAQ
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
Emerging growth company
|
|
☐
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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EXHIBITS
|
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|
|
Item 1.
|
Financial Statements (unaudited)
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
|
Revenues:
|
|
|
|
|
|
|
|
||||||||
|
Product
|
$
|
704.0
|
|
|
$
|
677.9
|
|
|
$
|
2,054.8
|
|
|
$
|
1,973.7
|
|
|
Service and other
|
148.4
|
|
|
146.1
|
|
|
446.6
|
|
|
430.8
|
|
||||
|
|
852.4
|
|
|
824.0
|
|
|
2,501.4
|
|
|
2,404.5
|
|
||||
|
Costs of revenues:
|
|
|
|
|
|
|
|
||||||||
|
Product
|
235.8
|
|
|
226.1
|
|
|
700.8
|
|
|
656.9
|
|
||||
|
Amortization of acquired intangible assets
|
78.6
|
|
|
79.4
|
|
|
239.9
|
|
|
239.0
|
|
||||
|
Impairment of intangible assets and equipment
|
—
|
|
|
—
|
|
|
374.6
|
|
|
—
|
|
||||
|
Service and other
|
93.2
|
|
|
82.5
|
|
|
264.7
|
|
|
232.9
|
|
||||
|
Gross profit
|
444.8
|
|
|
436.0
|
|
|
921.4
|
|
|
1,275.7
|
|
||||
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
|
Research and development
|
61.4
|
|
|
54.4
|
|
|
171.8
|
|
|
166.0
|
|
||||
|
Selling and marketing
|
143.6
|
|
|
141.1
|
|
|
423.1
|
|
|
411.1
|
|
||||
|
General and administrative
|
79.9
|
|
|
86.3
|
|
|
248.5
|
|
|
248.0
|
|
||||
|
Amortization of acquired intangible assets
|
11.9
|
|
|
15.3
|
|
|
40.1
|
|
|
44.4
|
|
||||
|
Impairment of intangible assets and equipment
|
—
|
|
|
—
|
|
|
69.2
|
|
|
46.0
|
|
||||
|
Impairment of goodwill
|
—
|
|
|
—
|
|
|
—
|
|
|
685.7
|
|
||||
|
Restructuring charges
|
2.7
|
|
|
5.8
|
|
|
6.0
|
|
|
11.4
|
|
||||
|
|
299.5
|
|
|
302.9
|
|
|
958.7
|
|
|
1,612.6
|
|
||||
|
Income (loss) from operations
|
145.3
|
|
|
133.1
|
|
|
(37.3
|
)
|
|
(336.9
|
)
|
||||
|
Interest income
|
1.2
|
|
|
1.5
|
|
|
3.3
|
|
|
4.4
|
|
||||
|
Interest expense
|
(35.1
|
)
|
|
(34.5
|
)
|
|
(106.0
|
)
|
|
(114.4
|
)
|
||||
|
Debt extinguishment losses
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
(45.9
|
)
|
||||
|
Other income, net
|
2.9
|
|
|
5.2
|
|
|
5.8
|
|
|
2.9
|
|
||||
|
Income (loss) before income taxes
|
114.3
|
|
|
105.3
|
|
|
(135.0
|
)
|
|
(489.9
|
)
|
||||
|
Provision (benefit) for income taxes
|
20.4
|
|
|
(7.6
|
)
|
|
(54.9
|
)
|
|
(328.1
|
)
|
||||
|
Net income (loss)
|
$
|
93.9
|
|
|
$
|
112.9
|
|
|
$
|
(80.1
|
)
|
|
$
|
(161.8
|
)
|
|
Net income (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.35
|
|
|
$
|
0.41
|
|
|
$
|
(0.30
|
)
|
|
$
|
(0.59
|
)
|
|
Diluted
|
$
|
0.35
|
|
|
$
|
0.41
|
|
|
$
|
(0.30
|
)
|
|
$
|
(0.59
|
)
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
268,932
|
|
|
273,729
|
|
|
269,586
|
|
|
275,900
|
|
||||
|
Diluted
|
270,789
|
|
|
275,569
|
|
|
269,586
|
|
|
275,900
|
|
||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
|
Net income (loss)
|
$
|
93.9
|
|
|
$
|
112.9
|
|
|
$
|
(80.1
|
)
|
|
$
|
(161.8
|
)
|
|
Changes in foreign currency translation adjustment
|
(2.4
|
)
|
|
(17.9
|
)
|
|
(3.2
|
)
|
|
(2.3
|
)
|
||||
|
Changes in unrealized holding gains and losses on available-for-sale securities, net of tax of $0.2 for the nine months ended June 30, 2018:
|
|
|
|
|
|
|
|
||||||||
|
Loss reclassified from accumulated other comprehensive loss to the statements of operations
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||
|
Changes in pension plans, net of taxes of $0.6 for the nine months ended June 30, 2018
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
||||
|
Changes in value of hedged interest rate caps, net of tax of $0.4 and $1.2 for the three and nine months ended June 29, 2019 and $0.1 and $5.3 for the three and nine months ended June 30 2018:
|
|
|
|
|
|
|
|
||||||||
|
Loss recognized in other comprehensive income (loss), net
|
(2.1
|
)
|
|
(0.5
|
)
|
|
(7.5
|
)
|
|
(4.1
|
)
|
||||
|
Loss reclassified from accumulated other comprehensive loss to the statements of operations
|
0.8
|
|
|
0.4
|
|
|
2.0
|
|
|
3.0
|
|
||||
|
Other comprehensive loss
|
(3.7
|
)
|
|
(18.0
|
)
|
|
(8.7
|
)
|
|
(2.4
|
)
|
||||
|
Comprehensive income (loss)
|
$
|
90.2
|
|
|
$
|
94.9
|
|
|
$
|
(88.8
|
)
|
|
$
|
(164.2
|
)
|
|
|
June 29,
2019 |
|
September 29,
2018 |
||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
427.9
|
|
|
$
|
666.7
|
|
|
Accounts receivable, less reserves of $17.4 and $16.2, respectively
|
586.8
|
|
|
579.2
|
|
||
|
Inventories
|
467.9
|
|
|
384.1
|
|
||
|
Prepaid income taxes
|
43.2
|
|
|
31.7
|
|
||
|
Prepaid expenses and other current assets
|
66.0
|
|
|
61.5
|
|
||
|
Total current assets
|
1,591.8
|
|
|
1,723.2
|
|
||
|
Property, plant and equipment, net
|
469.8
|
|
|
478.2
|
|
||
|
Intangible assets, net
|
1,787.9
|
|
|
2,398.6
|
|
||
|
Goodwill
|
2,566.4
|
|
|
2,533.2
|
|
||
|
Other assets
|
106.5
|
|
|
97.7
|
|
||
|
Total assets
|
$
|
6,522.4
|
|
|
$
|
7,230.9
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Current portion of long-term debt
|
$
|
262.0
|
|
|
$
|
599.7
|
|
|
Accounts payable
|
161.5
|
|
|
192.2
|
|
||
|
Accrued expenses
|
419.3
|
|
|
436.1
|
|
||
|
Deferred revenue
|
170.6
|
|
|
172.9
|
|
||
|
Current portion of capital lease obligations
|
1.8
|
|
|
1.7
|
|
||
|
Total current liabilities
|
1,015.2
|
|
|
1,402.6
|
|
||
|
Long-term debt, net of current portion
|
2,791.6
|
|
|
2,704.6
|
|
||
|
Capital lease obligations, net of current portion
|
19.6
|
|
|
20.9
|
|
||
|
Deferred income tax liabilities
|
312.7
|
|
|
498.2
|
|
||
|
Deferred revenue
|
15.9
|
|
|
18.2
|
|
||
|
Other long-term liabilities
|
150.9
|
|
|
157.6
|
|
||
|
Commitments and contingencies (Note 8)
|
|
|
|
||||
|
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; 291,690 and 289,900 shares issued, respectively
|
2.9
|
|
|
2.9
|
|
||
|
Additional paid-in-capital
|
5,739.0
|
|
|
5,671.3
|
|
||
|
Accumulated deficit
|
(2,565.2
|
)
|
|
(2,494.0
|
)
|
||
|
Treasury stock, at cost – 24,638 and 19,812 shares, respectively
|
(926.0
|
)
|
|
(725.9
|
)
|
||
|
Accumulated other comprehensive loss
|
(34.2
|
)
|
|
(25.5
|
)
|
||
|
Total stockholders’ equity
|
2,216.5
|
|
|
2,428.8
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
6,522.4
|
|
|
$
|
7,230.9
|
|
|
|
|
Common Stock
|
|
Additional
Paid-in- Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Loss |
|
Treasury Stock
|
|
Total
Stockholders’ Equity |
||||||||||||||||||
|
|
|
Number of
Shares |
|
Par Value
|
|
Number of
Shares |
|
Amount
|
|
|||||||||||||||||||||
|
Balance at September 30, 2017
|
|
287,853
|
|
|
$
|
2.9
|
|
|
$
|
5,630.8
|
|
|
$
|
(2,382.7
|
)
|
|
$
|
(16.2
|
)
|
|
12,560
|
|
|
$
|
(450.1
|
)
|
|
$
|
2,784.7
|
|
|
Exercise of stock options
|
|
231
|
|
|
—
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||||
|
Vesting of restricted stock units, net of shares withheld for employee taxes
|
|
666
|
|
|
—
|
|
|
(14.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.3
|
)
|
||||||
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.4
|
|
||||||
|
Reacquisition of equity component from convertible notes repurchase, net of taxes
|
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
||||||
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
406.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
406.7
|
|
||||||
|
Other comprehensive income activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
||||||
|
Balance at December 30, 2017
|
|
288,750
|
|
|
$
|
2.9
|
|
|
$
|
5,628.9
|
|
|
$
|
(1,976.0
|
)
|
|
$
|
(11.7
|
)
|
|
12,560
|
|
|
$
|
(450.1
|
)
|
|
$
|
3,194.0
|
|
|
Exercise of stock options
|
|
154
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
||||||
|
Vesting of restricted stock units, net of shares withheld for employee taxes
|
|
79
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
||||||
|
Common stock issued under the employee stock purchase plan
|
|
204
|
|
|
—
|
|
|
7.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.4
|
|
||||||
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
19.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.5
|
|
||||||
|
Reacquisition of equity component from convertible notes repurchase, net of taxes
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(681.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(681.4
|
)
|
||||||
|
Other comprehensive income activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
|
—
|
|
|
—
|
|
|
11.1
|
|
||||||
|
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,816
|
|
|
(106.5
|
)
|
|
(106.5
|
)
|
||||||
|
Balance at March 31, 2018
|
|
289,187
|
|
|
$
|
2.9
|
|
|
$
|
5,657.4
|
|
|
$
|
(2,657.4
|
)
|
|
$
|
(0.6
|
)
|
|
15,376
|
|
|
$
|
(556.6
|
)
|
|
$
|
2,445.7
|
|
|
Exercise of stock options
|
|
193
|
|
|
—
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
||||||
|
Vesting of restricted stock units, net of shares withheld for employee taxes
|
|
25
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
17.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.2
|
|
||||||
|
Reacquisition of equity component from convertible notes repurchase, net of taxes
|
|
—
|
|
|
—
|
|
|
(30.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.9
|
)
|
||||||
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112.9
|
|
||||||
|
Other comprehensive income activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.0
|
)
|
|
—
|
|
|
—
|
|
|
(18.0
|
)
|
||||||
|
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,161
|
|
|
(80.8
|
)
|
|
(80.8
|
)
|
||||||
|
Balance at June 30, 2018
|
|
289,405
|
|
|
$
|
2.9
|
|
|
$
|
5,647.1
|
|
|
$
|
(2,544.5
|
)
|
|
$
|
(18.6
|
)
|
|
17,537
|
|
|
$
|
(637.4
|
)
|
|
$
|
2,449.5
|
|
|
Exercise of stock options
|
|
218
|
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
||||||
|
Vesting of restricted stock units, net of shares withheld for employee taxes
|
|
33
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||
|
Common stock issued under the employee stock purchase plan
|
|
244
|
|
|
—
|
|
|
8.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.2
|
|
||||||
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
11.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.9
|
|
||||||
|
Reacquisition of equity component from convertible notes repurchase, net of taxes
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||||
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50.5
|
|
||||||
|
Other comprehensive income activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
(6.9
|
)
|
||||||
|
Repurchase of common stock
|
|
—
|
|
|
|
|
|
|
|
|
|
|
2,275
|
|
|
(88.5
|
)
|
|
(88.5
|
)
|
||||||||||
|
Balance at September 29, 2018
|
|
289,900
|
|
|
$
|
2.9
|
|
|
$
|
5,671.3
|
|
|
$
|
(2,494.0
|
)
|
|
$
|
(25.5
|
)
|
|
19,812
|
|
|
$
|
(725.9
|
)
|
|
$
|
2,428.8
|
|
|
Accounting standard transition adjustment - ASC 606
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
||||||
|
Accounting standard transition adjustment - ASU 2016-16
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.5
|
|
||||||
|
Exercise of stock options
|
|
373
|
|
|
—
|
|
|
9.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
||||||
|
Vesting of restricted stock units, net of shares withheld for employee taxes
|
|
575
|
|
|
—
|
|
|
(11.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.6
|
)
|
||||||
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
17.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.1
|
|
||||||
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
98.6
|
|
||||||
|
Other comprehensive income activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
|
—
|
|
|
—
|
|
|
(6.4
|
)
|
||||||
|
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,712
|
|
|
(150.1
|
)
|
|
(150.1
|
)
|
||||||
|
Balance at December 29, 2018
|
|
290,848
|
|
|
$
|
2.9
|
|
|
$
|
5,685.9
|
|
|
$
|
(2,386.5
|
)
|
|
$
|
(31.9
|
)
|
|
23,524
|
|
|
$
|
(876.0
|
)
|
|
$
|
2,394.4
|
|
|
Exercise of stock options
|
|
454
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
||||||
|
Vesting of restricted stock units, net of shares withheld for employee taxes
|
|
33
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
||||||
|
Common stock issued under the employee stock purchase plan
|
|
226
|
|
|
—
|
|
|
7.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.9
|
|
||||||
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
17.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.5
|
|
||||||
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(272.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(272.6
|
)
|
||||||
|
Other comprehensive income activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
||||||
|
Balance at March 30, 2019
|
|
291,561
|
|
|
$
|
2.9
|
|
|
$
|
5,722.5
|
|
|
$
|
(2,659.1
|
)
|
|
$
|
(30.5
|
)
|
|
23,524
|
|
|
$
|
(876.0
|
)
|
|
$
|
2,159.8
|
|
|
Exercise of stock options
|
|
108
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
||||||
|
Vesting of restricted stock units, net of shares withheld for employee taxes
|
|
21
|
|
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
||||||
|
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
13.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13.9
|
|
||||||
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93.9
|
|
||||||
|
Other comprehensive income activity
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
|
—
|
|
|
—
|
|
|
(3.7
|
)
|
||||||
|
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,114
|
|
|
(50.0
|
)
|
|
(50.0
|
)
|
||||||
|
Balance at June 29, 2019
|
|
291,690
|
|
|
$
|
2.9
|
|
|
$
|
5,739.0
|
|
|
$
|
(2,565.2
|
)
|
|
$
|
(34.2
|
)
|
|
24,638
|
|
|
$
|
(926.0
|
)
|
|
$
|
2,216.5
|
|
|
|
Nine Months Ended
|
||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
||||
|
OPERATING ACTIVITIES
|
|
|
|
||||
|
Net loss
|
$
|
(80.1
|
)
|
|
$
|
(161.8
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation
|
69.7
|
|
|
77.8
|
|
||
|
Amortization of acquired intangibles
|
280.0
|
|
|
283.4
|
|
||
|
Non-cash interest expense
|
6.2
|
|
|
13.1
|
|
||
|
Stock-based compensation expense
|
48.5
|
|
|
53.1
|
|
||
|
Deferred income taxes
|
(194.8
|
)
|
|
(470.3
|
)
|
||
|
Goodwill impairment charge
|
—
|
|
|
685.7
|
|
||
|
Intangible asset and equipment impairment charges
|
443.8
|
|
|
46.0
|
|
||
|
Debt extinguishment losses
|
0.8
|
|
|
45.9
|
|
||
|
Fair value write-up of acquired inventory sold
|
5.4
|
|
|
—
|
|
||
|
Other adjustments and non-cash items
|
11.9
|
|
|
6.8
|
|
||
|
Changes in operating assets and liabilities, excluding the effect of acquisitions:
|
|
|
|
||||
|
Accounts receivable
|
(9.7
|
)
|
|
(13.8
|
)
|
||
|
Inventories
|
(81.7
|
)
|
|
(39.3
|
)
|
||
|
Prepaid income taxes
|
(11.5
|
)
|
|
(21.9
|
)
|
||
|
Prepaid expenses and other assets
|
(11.8
|
)
|
|
0.3
|
|
||
|
Accounts payable
|
(30.9
|
)
|
|
0.4
|
|
||
|
Accrued expenses and other liabilities
|
(47.9
|
)
|
|
(8.6
|
)
|
||
|
Deferred revenue
|
3.9
|
|
|
3.7
|
|
||
|
Net cash provided by operating activities
|
401.8
|
|
|
500.5
|
|
||
|
INVESTING ACTIVITIES
|
|
|
|
||||
|
Acquisition of businesses, net of cash acquired
|
(109.4
|
)
|
|
(4.4
|
)
|
||
|
Capital expenditures
|
(37.8
|
)
|
|
(37.9
|
)
|
||
|
Increase in equipment under customer usage agreements
|
(39.9
|
)
|
|
(35.6
|
)
|
||
|
Purchase of cost-method investment
|
(3.0
|
)
|
|
(6.0
|
)
|
||
|
Purchase of intellectual property
|
(4.5
|
)
|
|
—
|
|
||
|
Other activity
|
(5.3
|
)
|
|
(3.8
|
)
|
||
|
Net cash used in investing activities
|
(199.9
|
)
|
|
(87.7
|
)
|
||
|
FINANCING ACTIVITIES
|
|
|
|
||||
|
Proceeds from long-term debt
|
1,500.0
|
|
|
1,500.0
|
|
||
|
Repayment of long-term debt
|
(1,462.5
|
)
|
|
(1,350.0
|
)
|
||
|
Proceeds from senior notes
|
—
|
|
|
1,350.0
|
|
||
|
Repayment of senior notes
|
—
|
|
|
(1,037.7
|
)
|
||
|
Payments to extinguish convertible notes
|
—
|
|
|
(546.2
|
)
|
||
|
Proceeds from amounts borrowed under revolving credit line
|
480.0
|
|
|
960.0
|
|
||
|
Repayments of amounts borrowed under revolving credit line
|
(780.0
|
)
|
|
(1,065.0
|
)
|
||
|
Proceeds from accounts receivable securitization agreement
|
43.0
|
|
|
28.8
|
|
||
|
Repayment of amounts borrowed under accounts receivable securitization agreement
|
(34.0
|
)
|
|
(9.0
|
)
|
||
|
Payment of debt issuance costs
|
(2.7
|
)
|
|
(23.5
|
)
|
||
|
Payment of acquired long-term debt
|
(2.5
|
)
|
|
—
|
|
||
|
Payment of deferred acquisition consideration
|
(2.6
|
)
|
|
—
|
|
||
|
Purchase of interest rate caps
|
(1.5
|
)
|
|
(3.7
|
)
|
||
|
Repurchase of common stock
|
(200.1
|
)
|
|
(187.3
|
)
|
||
|
Proceeds from issuance of common stock pursuant to employee stock plans
|
35.9
|
|
|
24.1
|
|
||
|
Payment of minimum tax withholdings on net share settlements of equity awards
|
(12.4
|
)
|
|
(16.1
|
)
|
||
|
Payments under capital lease obligations
|
(1.3
|
)
|
|
(1.3
|
)
|
||
|
Net cash used in financing activities
|
(440.7
|
)
|
|
(376.9
|
)
|
||
|
Effect of exchange rate changes on cash and cash equivalents
|
—
|
|
|
(1.1
|
)
|
||
|
Net (decrease) increase in cash and cash equivalents
|
(238.8
|
)
|
|
34.8
|
|
||
|
Cash and cash equivalents, beginning of period
|
666.7
|
|
|
540.6
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
427.9
|
|
|
$
|
575.4
|
|
|
|
|
Three Months Ended June 29, 2019
|
|
Three Months Ended June 30, 2018
|
||||||||||||||||
|
Business (in millions)
|
United States
|
International
|
Total
|
|
United States
|
International
|
Total
|
|||||||||||||
|
Diagnostics:
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Cytology & Perinatal
|
$
|
78.5
|
|
$
|
41.8
|
|
$
|
120.3
|
|
|
$
|
79.6
|
|
$
|
41.5
|
|
$
|
121.1
|
|
|
|
Molecular Diagnostics
|
138.5
|
|
32.4
|
|
170.9
|
|
|
126.6
|
|
27.9
|
|
154.5
|
|
||||||
|
|
Blood Screening
|
14.2
|
|
—
|
|
14.2
|
|
|
18.6
|
|
—
|
|
18.6
|
|
||||||
|
Total
|
$
|
231.2
|
|
$
|
74.2
|
|
$
|
305.4
|
|
|
$
|
224.8
|
|
$
|
69.4
|
|
$
|
294.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Breast Health:
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Breast Imaging
|
$
|
214.6
|
|
$
|
55.4
|
|
$
|
270.0
|
|
|
$
|
197.2
|
|
$
|
59.7
|
|
$
|
256.9
|
|
|
|
Interventional Breast Solutions
|
46.9
|
|
8.5
|
|
55.4
|
|
|
42.8
|
|
8.2
|
|
51.0
|
|
||||||
|
Total
|
$
|
261.5
|
|
$
|
63.9
|
|
$
|
325.4
|
|
|
$
|
240.0
|
|
$
|
67.9
|
|
$
|
307.9
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Medical Aesthetics
|
$
|
41.6
|
|
$
|
43.4
|
|
$
|
85.0
|
|
|
$
|
48.3
|
|
$
|
43.4
|
|
$
|
91.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
GYN Surgical
|
$
|
92.8
|
|
$
|
19.4
|
|
$
|
112.2
|
|
|
$
|
89.0
|
|
$
|
18.7
|
|
$
|
107.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Skeletal Health
|
$
|
15.4
|
|
$
|
9.0
|
|
$
|
24.4
|
|
|
$
|
14.6
|
|
$
|
7.9
|
|
$
|
22.5
|
|
|
|
|
|
$
|
642.5
|
|
$
|
209.9
|
|
$
|
852.4
|
|
|
$
|
616.7
|
|
$
|
207.3
|
|
$
|
824.0
|
|
|
|
|
Nine Months Ended June 29, 2019
|
|
Nine Months Ended June 30, 2018
|
||||||||||||||||
|
Business (in millions)
|
United States
|
International
|
Total
|
|
United States
|
International
|
Total
|
|||||||||||||
|
Diagnostics:
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Cytology & Perinatal
|
$
|
234.3
|
|
$
|
119.6
|
|
$
|
353.9
|
|
|
$
|
242.8
|
|
$
|
119.4
|
|
$
|
362.2
|
|
|
|
Molecular Diagnostics
|
409.4
|
|
93.5
|
|
502.9
|
|
|
374.2
|
|
79.6
|
|
453.8
|
|
||||||
|
|
Blood Screening
|
41.8
|
|
—
|
|
41.8
|
|
|
42.5
|
|
—
|
|
42.5
|
|
||||||
|
Total
|
$
|
685.5
|
|
$
|
213.1
|
|
$
|
898.6
|
|
|
$
|
659.5
|
|
$
|
199.0
|
|
$
|
858.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Breast Health:
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Breast Imaging
|
$
|
627.3
|
|
$
|
178.3
|
|
$
|
805.6
|
|
|
$
|
568.7
|
|
$
|
174.5
|
|
$
|
743.2
|
|
|
|
Interventional Breast Solutions
|
139.8
|
|
26.2
|
|
166.0
|
|
|
128.2
|
|
24.6
|
|
152.8
|
|
||||||
|
Total
|
$
|
767.1
|
|
$
|
204.5
|
|
$
|
971.6
|
|
|
$
|
696.9
|
|
$
|
199.1
|
|
$
|
896.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Medical Aesthetics
|
$
|
116.5
|
|
$
|
122.1
|
|
$
|
238.6
|
|
|
$
|
139.3
|
|
$
|
129.2
|
|
$
|
268.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
GYN Surgical
|
$
|
268.0
|
|
$
|
54.8
|
|
$
|
322.8
|
|
|
$
|
262.9
|
|
$
|
51.8
|
|
$
|
314.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Skeletal Health
|
$
|
42.6
|
|
$
|
27.2
|
|
$
|
69.8
|
|
|
$
|
43.9
|
|
$
|
22.9
|
|
$
|
66.8
|
|
|
|
|
|
$
|
1,879.7
|
|
$
|
621.7
|
|
$
|
2,501.4
|
|
|
$
|
1,802.5
|
|
$
|
602.0
|
|
$
|
2,404.5
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
Revenue by type (in millions)
|
|
June 29, 2019
|
June 30, 2018
|
|
June 29, 2019
|
June 30, 2018
|
||||||||
|
Capital equipment, components and software
|
|
$
|
248.9
|
|
$
|
253.0
|
|
|
$
|
736.6
|
|
$
|
699.1
|
|
|
Consumables
|
|
455.1
|
|
424.9
|
|
|
1,318.2
|
|
1,274.6
|
|
||||
|
Service
|
|
141.6
|
|
140.9
|
|
|
424.6
|
|
414.3
|
|
||||
|
Other
|
|
6.8
|
|
5.2
|
|
|
22.0
|
|
16.5
|
|
||||
|
|
|
$
|
852.4
|
|
$
|
824.0
|
|
|
$
|
2,501.4
|
|
$
|
2,404.5
|
|
|
|
|
|
Fair Value at Reporting Date Using
|
||||||||||||
|
|
Balance as of June 29, 2019
|
|
Quoted Prices in
Active Market for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
|
Assets:
|
|
|
|
|
|
|
|
||||||||
|
Interest rate cap - derivative
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
||||
|
Forward foreign currency contracts
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
||||
|
Total
|
$
|
3.4
|
|
|
$
|
—
|
|
|
$
|
3.4
|
|
|
$
|
—
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
|
Contingent consideration
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.7
|
|
|
Forward foreign currency contracts
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
|
Total
|
$
|
7.9
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
7.7
|
|
|
Cash
|
$
|
2.4
|
|
|
Accounts receivable
|
4.0
|
|
|
|
Inventory
|
5.8
|
|
|
|
Other assets
|
3.1
|
|
|
|
Accounts payable and accrued expenses
|
(8.8
|
)
|
|
|
Deferred revenue
|
(1.9
|
)
|
|
|
Long-term debt
|
(3.3
|
)
|
|
|
Identifiable intangible assets:
|
|
||
|
Developed technology
|
44.9
|
|
|
|
In-process research and development
|
5.5
|
|
|
|
Customer relationships
|
0.5
|
|
|
|
Trade names
|
2.3
|
|
|
|
Deferred income taxes, net
|
(10.6
|
)
|
|
|
Goodwill
|
45.6
|
|
|
|
Purchase Price
|
$
|
89.5
|
|
|
Cash
|
$
|
2.2
|
|
|
Accounts receivable
|
2.0
|
|
|
|
Inventory
|
7.9
|
|
|
|
Other assets
|
0.8
|
|
|
|
Accounts payable and accrued expenses
|
(5.6
|
)
|
|
|
Long-term debt
|
(2.5
|
)
|
|
|
Identifiable intangible assets:
|
|
||
|
Developed technology
|
83.1
|
|
|
|
In-process research and development
|
11.4
|
|
|
|
Trade names
|
2.7
|
|
|
|
Deferred income taxes, net
|
(12.6
|
)
|
|
|
Goodwill
|
30.7
|
|
|
|
Purchase Price
|
$
|
120.1
|
|
|
|
|
Fiscal 2019 Actions
|
|
Fiscal 2018 Actions
|
|
Fiscal 2016 Actions
|
|
Total
|
||||||||
|
Restructuring Charges
|
|
|
|
|
|
|
|
|
||||||||
|
Fiscal 2018 charges:
|
|
|
|
|
|
|
|
|
||||||||
|
Workforce reductions
|
|
$
|
—
|
|
|
$
|
11.7
|
|
|
$
|
—
|
|
|
$
|
11.7
|
|
|
Facility closure costs
|
|
—
|
|
|
0.9
|
|
|
1.6
|
|
|
2.5
|
|
||||
|
Fiscal 2018 restructuring charges
|
|
$
|
—
|
|
|
$
|
12.6
|
|
|
$
|
1.6
|
|
|
$
|
14.2
|
|
|
Fiscal 2019 charges:
|
|
|
|
|
|
|
|
|
||||||||
|
Workforce reductions
|
|
$
|
3.4
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
4.8
|
|
|
Facility closure costs
|
|
—
|
|
|
(0.2
|
)
|
|
1.4
|
|
|
1.2
|
|
||||
|
Fiscal 2019 restructuring charges
|
|
$
|
3.4
|
|
|
$
|
1.2
|
|
|
$
|
1.4
|
|
|
$
|
6.0
|
|
|
|
|
Fiscal 2019 Actions
|
|
Fiscal 2018 Actions
|
|
Fiscal 2017 Actions
|
|
Fiscal 2016 Actions
|
|
Other
|
|
Total
|
||||||||||||
|
Rollforward of Accrued Restructuring
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Balance as of September 29, 2018
|
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
0.8
|
|
|
$
|
3.9
|
|
|
$
|
0.1
|
|
|
$
|
9.1
|
|
|
Fiscal 2019 charges
|
|
3.4
|
|
|
1.2
|
|
|
—
|
|
|
1.4
|
|
|
—
|
|
|
6.0
|
|
||||||
|
Severance payments and adjustments
|
|
(2.5
|
)
|
|
(3.9
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(7.0
|
)
|
||||||
|
Other payments
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(1.2
|
)
|
|
(0.1
|
)
|
|
(1.9
|
)
|
||||||
|
Balance as of June 29, 2019
|
|
$
|
0.8
|
|
|
$
|
1.1
|
|
|
$
|
0.2
|
|
|
$
|
4.1
|
|
|
$
|
—
|
|
|
$
|
6.2
|
|
|
|
June 29,
2019 |
|
September 29,
2018 |
||||
|
Current debt obligations, net of debt discount and deferred issuance costs:
|
|
|
|
||||
|
Term Loan
|
$
|
28.0
|
|
|
$
|
74.7
|
|
|
Revolver
|
—
|
|
|
300.0
|
|
||
|
Securitization Program
|
234.0
|
|
|
225.0
|
|
||
|
Total current debt obligations
|
$
|
262.0
|
|
|
$
|
599.7
|
|
|
Long-term debt obligations, net of debt discount and deferred issuance costs:
|
|
|
|
||||
|
Term Loan
|
1,461.2
|
|
|
1,376.3
|
|
||
|
2025 Senior Notes
|
936.7
|
|
|
935.2
|
|
||
|
2028 Senior Notes
|
393.7
|
|
|
393.1
|
|
||
|
Total long-term debt obligations
|
$
|
2,791.6
|
|
|
$
|
2,704.6
|
|
|
Total debt obligations
|
$
|
3,053.6
|
|
|
$
|
3,304.3
|
|
|
•
|
A $1.5 billion secured term loan ("2018 Amended Term Loan") with a maturity date of December 17, 2023; and
|
|
•
|
A secured revolving credit facility ("2018 Amended Revolver"; together with the 2018 Amended Term Loan, the "Amended Credit Facilities") under which the Company may borrow up to $1.5 billion, subject to certain sublimits, with a maturity date of December 17, 2023.
|
|
•
|
2018 Amended Term Loan: at the Base Rate, Eurocurrency Rate or LIBOR Daily Floating Rate,
|
|
•
|
2018 Amended Revolver: if funded in U.S. dollars, the Base Rate, Eurocurrency Rate, or LIBOR Daily Floating Rate, and, if funded in an alternative currency, the Eurocurrency Rate; and if requested under the swing line sublimit, the Base Rate.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
|
Interest expense
|
$
|
16.4
|
|
|
$
|
17.1
|
|
|
$
|
51.9
|
|
|
$
|
43.3
|
|
|
Weighted average interest rate
|
3.85
|
%
|
|
3.41
|
%
|
|
3.84
|
%
|
|
3.11
|
%
|
||||
|
Interest rate at end of period
|
3.78
|
%
|
|
3.59
|
%
|
|
3.78
|
%
|
|
3.59
|
%
|
||||
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||
|
|
|
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
|||||||||
|
|
Interest Rate
|
|
Interest Expense
|
|
Interest Expense
|
|
Interest Expense
|
|
Interest Expense
|
|||||||||
|
2028 Senior Notes
|
4.625
|
%
|
|
$
|
4.8
|
|
|
$
|
4.8
|
|
|
$
|
14.4
|
|
|
$
|
8.5
|
|
|
2025 Senior Notes
|
4.375
|
%
|
|
10.9
|
|
|
10.9
|
|
|
32.7
|
|
|
23.8
|
|
||||
|
2022 Senior Notes
|
5.250
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.1
|
|
||||
|
Total
|
|
|
$
|
15.7
|
|
|
$
|
15.7
|
|
|
$
|
47.1
|
|
|
$
|
53.4
|
|
|
|
|
Balance Sheet Location
|
|
June 29, 2019
|
|
September 29, 2018
|
||||
|
Assets:
|
|
|
|
|
|
||||
|
Derivative instruments designated as a cash flow hedge:
|
|
|
|
|
|
||||
|
Interest rate cap agreements
|
Prepaid expenses and other current assets
|
|
$
|
0.3
|
|
|
$
|
6.0
|
|
|
Interest rate cap agreements
|
Other assets
|
|
0.1
|
|
|
1.7
|
|
||
|
|
|
|
$
|
0.4
|
|
|
$
|
7.7
|
|
|
|
|
|
|
|
|
||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
|
Forward foreign currency contracts
|
Prepaid expenses and other current assets
|
|
$
|
3.0
|
|
|
$
|
3.2
|
|
|
|
|
|
|
|
|
||||
|
Liabilities:
|
|
|
|
|
|
||||
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
|
Forward foreign currency contracts
|
Accrued expenses
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||||||
|
Amount of (loss) gain recognized in other comprehensive income, net of taxes:
|
|
|
|
|
|
|
|
||||||||
|
Interest rate cap agreements
|
$
|
(2.1
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(7.5
|
)
|
|
$
|
(4.1
|
)
|
|
Derivatives not classified as hedging instruments
|
|
Amount of Gain (Loss) Recognized in Income
|
||||||||||||||
|
|
|
Three Months Ended June 29, 2019
|
|
Three Months Ended June 30, 2018
|
|
Nine Months Ended June 29, 2019
|
|
Nine Months Ended June 30, 2018
|
||||||||
|
Forward foreign currency contracts
|
|
$
|
0.9
|
|
|
$
|
4.4
|
|
|
$
|
6.3
|
|
|
$
|
1.8
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||
|
Basic weighted average common shares outstanding
|
268,932
|
|
|
273,729
|
|
|
269,586
|
|
|
275,900
|
|
|
Weighted average common stock equivalents from assumed exercise of stock options and issuance of stock units
|
1,857
|
|
|
1,840
|
|
|
—
|
|
|
—
|
|
|
Diluted weighted average common shares outstanding
|
270,789
|
|
|
275,569
|
|
|
269,586
|
|
|
275,900
|
|
|
Weighted-average anti-dilutive shares related to:
|
|
|
|
|
|
|
|
||||
|
Outstanding stock options and stock units
|
2,358
|
|
|
3,326
|
|
|
4,457
|
|
|
4,982
|
|
|
Convertible notes
|
—
|
|
|
—
|
|
|
—
|
|
|
937
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
|
Cost of revenues
|
$
|
1.5
|
|
|
$
|
1.8
|
|
|
$
|
5.5
|
|
|
$
|
6.5
|
|
|
Research and development
|
2.0
|
|
|
2.2
|
|
|
7.4
|
|
|
7.6
|
|
||||
|
Selling and marketing
|
2.5
|
|
|
2.6
|
|
|
7.9
|
|
|
8.0
|
|
||||
|
General and administrative
|
7.9
|
|
|
10.6
|
|
|
27.7
|
|
|
29.7
|
|
||||
|
Restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
||||
|
|
$
|
13.9
|
|
|
$
|
17.2
|
|
|
$
|
48.5
|
|
|
$
|
53.1
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||
|
Risk-free interest rate
|
3.0
|
%
|
|
**
|
|
3.0
|
%
|
|
2.1
|
%
|
|||
|
Expected volatility
|
34.3
|
%
|
|
**
|
|
34.3
|
%
|
|
35.3
|
%
|
|||
|
Expected life (in years)
|
4.8
|
|
|
**
|
|
4.8
|
|
|
4.7
|
|
|||
|
Dividend yield
|
—
|
|
|
**
|
|
—
|
|
|
—
|
|
|||
|
Weighted average fair value of options granted
|
$
|
15.07
|
|
|
**
|
|
$
|
13.51
|
|
|
$
|
12.98
|
|
|
|
June 29,
2019 |
|
September 29,
2018 |
||||
|
Inventories
|
|
|
|
||||
|
Raw materials
|
$
|
173.5
|
|
|
$
|
134.9
|
|
|
Work-in-process
|
58.4
|
|
|
52.1
|
|
||
|
Finished goods
|
236.0
|
|
|
197.1
|
|
||
|
|
$
|
467.9
|
|
|
$
|
384.1
|
|
|
Property, plant and equipment
|
|
|
|
||||
|
Equipment
|
$
|
393.5
|
|
|
$
|
380.3
|
|
|
Equipment under customer usage agreements
|
429.8
|
|
|
399.6
|
|
||
|
Building and improvements
|
195.5
|
|
|
188.3
|
|
||
|
Leasehold improvements
|
61.0
|
|
|
63.0
|
|
||
|
Land
|
46.3
|
|
|
46.3
|
|
||
|
Furniture and fixtures
|
17.7
|
|
|
16.8
|
|
||
|
|
1,143.8
|
|
|
1,094.3
|
|
||
|
Less – accumulated depreciation and amortization
|
(674.0
|
)
|
|
(616.1
|
)
|
||
|
|
$
|
469.8
|
|
|
$
|
478.2
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||||||
|
Total revenues:
|
|
|
|
|
|
|
|
||||||||
|
Diagnostics
|
$
|
305.4
|
|
|
$
|
294.2
|
|
|
$
|
898.6
|
|
|
$
|
858.5
|
|
|
Breast Health
|
325.4
|
|
|
307.9
|
|
|
971.6
|
|
|
896.0
|
|
||||
|
Medical Aesthetics
|
85.0
|
|
|
91.7
|
|
|
238.6
|
|
|
268.5
|
|
||||
|
GYN Surgical
|
112.2
|
|
|
107.7
|
|
|
322.8
|
|
|
314.7
|
|
||||
|
Skeletal Health
|
24.4
|
|
|
22.5
|
|
|
69.8
|
|
|
66.8
|
|
||||
|
|
$
|
852.4
|
|
|
$
|
824.0
|
|
|
$
|
2,501.4
|
|
|
$
|
2,404.5
|
|
|
Income (loss) from operations:
|
|
|
|
|
|
|
|
||||||||
|
Diagnostics
|
$
|
45.7
|
|
|
$
|
32.3
|
|
|
$
|
120.1
|
|
|
$
|
103.1
|
|
|
Breast Health
|
97.5
|
|
|
100.0
|
|
|
294.3
|
|
|
291.2
|
|
||||
|
Medical Aesthetics
|
(18.6
|
)
|
|
(22.2
|
)
|
|
(517.6
|
)
|
|
(805.3
|
)
|
||||
|
GYN Surgical
|
22.5
|
|
|
22.9
|
|
|
70.0
|
|
|
71.1
|
|
||||
|
Skeletal Health
|
(1.8
|
)
|
|
0.1
|
|
|
(4.1
|
)
|
|
3.0
|
|
||||
|
|
$
|
145.3
|
|
|
$
|
133.1
|
|
|
$
|
(37.3
|
)
|
|
$
|
(336.9
|
)
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
|
Diagnostics
|
$
|
61.6
|
|
|
$
|
64.6
|
|
|
$
|
184.9
|
|
|
$
|
193.4
|
|
|
Breast Health
|
9.3
|
|
|
5.8
|
|
|
27.5
|
|
|
16.2
|
|
||||
|
Medical Aesthetics
|
20.4
|
|
|
26.9
|
|
|
71.0
|
|
|
82.4
|
|
||||
|
GYN Surgical
|
21.9
|
|
|
23.0
|
|
|
65.8
|
|
|
68.7
|
|
||||
|
Skeletal Health
|
0.1
|
|
|
0.2
|
|
|
0.5
|
|
|
0.5
|
|
||||
|
|
$
|
113.3
|
|
|
$
|
120.5
|
|
|
$
|
349.7
|
|
|
$
|
361.2
|
|
|
Capital expenditures:
|
|
|
|
|
|
|
|
||||||||
|
Diagnostics
|
$
|
14.2
|
|
|
$
|
12.8
|
|
|
$
|
44.7
|
|
|
$
|
38.7
|
|
|
Breast Health
|
3.0
|
|
|
4.5
|
|
|
9.7
|
|
|
11.8
|
|
||||
|
Medical Aesthetics
|
1.2
|
|
|
1.6
|
|
|
5.7
|
|
|
6.7
|
|
||||
|
GYN Surgical
|
4.3
|
|
|
2.5
|
|
|
10.9
|
|
|
8.2
|
|
||||
|
Skeletal Health
|
0.4
|
|
|
1.3
|
|
|
1.0
|
|
|
2.1
|
|
||||
|
Corporate
|
2.7
|
|
|
2.0
|
|
|
5.7
|
|
|
6.0
|
|
||||
|
|
$
|
25.8
|
|
|
$
|
24.7
|
|
|
$
|
77.7
|
|
|
$
|
73.5
|
|
|
|
June 29,
2019 |
|
September 29,
2018 |
||||
|
Identifiable assets:
|
|
|
|
||||
|
Diagnostics
|
$
|
2,323.7
|
|
|
$
|
2,442.9
|
|
|
Breast Health
|
1,136.8
|
|
|
972.4
|
|
||
|
Medical Aesthetics
|
417.9
|
|
|
913.3
|
|
||
|
GYN Surgical
|
1,357.1
|
|
|
1,414.9
|
|
||
|
Skeletal Health
|
33.9
|
|
|
30.3
|
|
||
|
Corporate
|
1,253.0
|
|
|
1,457.1
|
|
||
|
|
$
|
6,522.4
|
|
|
$
|
7,230.9
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
June 29,
2019 |
|
June 30,
2018 |
||||
|
United States
|
75.4
|
%
|
|
74.9
|
%
|
|
75.1
|
%
|
|
75.0
|
%
|
|
Europe
|
11.3
|
%
|
|
11.4
|
%
|
|
12.0
|
%
|
|
11.8
|
%
|
|
Asia-Pacific
|
8.9
|
%
|
|
9.0
|
%
|
|
8.4
|
%
|
|
8.5
|
%
|
|
Rest of World
|
4.4
|
%
|
|
4.7
|
%
|
|
4.5
|
%
|
|
4.7
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
Description
|
As of June 29, 2019
|
|
As of September 29, 2018
|
||||||||||||
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|||||||||
|
Acquired intangible assets:
|
|
|
|
|
|
|
|
||||||||
|
Developed technology
|
$
|
4,288.5
|
|
|
$
|
2,745.1
|
|
|
$
|
4,573.3
|
|
|
$
|
2,505.8
|
|
|
In-process research and development
|
11.4
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
||||
|
Customer relationships
|
546.0
|
|
|
451.7
|
|
|
556.5
|
|
|
428.1
|
|
||||
|
Trade names
|
283.7
|
|
|
188.4
|
|
|
312.5
|
|
|
175.0
|
|
||||
|
Distribution agreement
|
24.2
|
|
|
11.2
|
|
|
42.0
|
|
|
8.0
|
|
||||
|
Non-competition agreements
|
1.5
|
|
|
0.8
|
|
|
1.5
|
|
|
0.5
|
|
||||
|
Business licenses
|
2.4
|
|
|
2.2
|
|
|
2.4
|
|
|
2.2
|
|
||||
|
Total acquired intangible assets
|
$
|
5,157.7
|
|
|
$
|
3,399.4
|
|
|
$
|
5,493.7
|
|
|
$
|
3,119.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Internal-use software
|
56.0
|
|
|
46.4
|
|
|
58.5
|
|
|
49.3
|
|
||||
|
Capitalized software embedded in products
|
26.2
|
|
|
6.2
|
|
|
19.6
|
|
|
4.3
|
|
||||
|
Total intangible assets
|
$
|
5,239.9
|
|
|
$
|
3,452.0
|
|
|
$
|
5,571.8
|
|
|
$
|
3,173.2
|
|
|
Remainder of Fiscal 2019
|
$
|
90.3
|
|
|
Fiscal 2020
|
$
|
350.9
|
|
|
Fiscal 2021
|
$
|
329.5
|
|
|
Fiscal 2022
|
$
|
318.6
|
|
|
Fiscal 2023
|
$
|
221.0
|
|
|
|
Balance at
Beginning of
Period
|
|
Provisions
|
|
Settlements/
Adjustments
|
|
Balance at
End of Period
|
||||||||
|
Nine Months Ended:
|
|
|
|
|
|
|
|
||||||||
|
June 29, 2019
|
$
|
15.9
|
|
|
$
|
10.1
|
|
|
$
|
(11.1
|
)
|
|
$
|
14.9
|
|
|
June 30, 2018
|
$
|
17.0
|
|
|
$
|
13.1
|
|
|
$
|
(14.5
|
)
|
|
$
|
15.6
|
|
|
|
Three Months Ended June 29, 2019
|
|
Nine Months Ended June 29, 2019
|
||||||||||||||||||||||||||||
|
|
Foreign Currency Translation
|
|
Pension Plans
|
|
Hedged Interest Rate Caps
|
|
Total
|
|
Foreign Currency Translation
|
|
Pension Plans
|
|
Hedged Interest Rate Caps
|
|
Total
|
||||||||||||||||
|
Beginning Balance
|
$
|
(27.4
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(2.0
|
)
|
|
$
|
(30.5
|
)
|
|
$
|
(26.6
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
2.2
|
|
|
$
|
(25.5
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
(2.4
|
)
|
|
—
|
|
|
(2.1
|
)
|
|
(4.5
|
)
|
|
(3.2
|
)
|
|
—
|
|
|
(7.5
|
)
|
|
(10.7
|
)
|
||||||||
|
Amounts reclassified to statement of income
|
—
|
|
|
—
|
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
|
2.0
|
|
||||||||
|
Ending Balance
|
$
|
(29.8
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(34.2
|
)
|
|
$
|
(29.8
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(3.3
|
)
|
|
$
|
(34.2
|
)
|
|
|
Three Months Ended June 30, 2018
|
|
Nine Months Ended June 30, 2018
|
||||||||||||||||||||||||||||||||
|
|
Foreign Currency Translation
|
|
Pension Plans
|
|
Hedged Interest Rate Caps
|
|
Total
|
|
Foreign Currency Translation
|
|
Marketable Securities
|
|
Pension Plans
|
|
Hedged Interest Rate Caps
|
|
Total
|
||||||||||||||||||
|
Beginning Balance
|
$
|
(2.9
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
3.3
|
|
|
$
|
(0.6
|
)
|
|
$
|
(18.5
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
4.3
|
|
|
$
|
(16.2
|
)
|
|
Other comprehensive income (loss) before reclassifications
|
(17.9
|
)
|
|
—
|
|
|
(0.5
|
)
|
|
(18.4
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
0.6
|
|
|
(4.1
|
)
|
|
(5.8
|
)
|
|||||||||
|
Amounts reclassified to statement of income
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.4
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
3.0
|
|
|
3.4
|
|
|||||||||
|
Ending Balance
|
$
|
(20.8
|
)
|
|
$
|
(1.0
|
)
|
|
$
|
3.2
|
|
|
$
|
(18.6
|
)
|
|
$
|
(20.8
|
)
|
|
$
|
—
|
|
|
$
|
(1.0
|
)
|
|
$
|
3.2
|
|
|
$
|
(18.6
|
)
|
|
•
|
the effect of the continuing worldwide macroeconomic uncertainty, including the UK's decision to leave the European Union, 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 completed acquisitions, including our acquisition of Cynosure, Inc. in the second quarter of fiscal 2017, and acquisitions we may complete in the future;
|
|
•
|
the effect of the current trade war between the U.S. and other nations, most notably China, and the impending impact of tariffs on the sale of our products in those countries and potential increased costs we may incur to purchase materials from our suppliers to manufacture our products;
|
|
•
|
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 markets we sell our products into 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 debt agreements;
|
|
•
|
anticipated trends relating to our financial condition or results of operations, including the impact of interest rate and foreign currency exchange fluctuations; and
|
|
•
|
our liquidity, capital resources and the adequacy thereof.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||||||||||||||
|
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
||||||||||||||||||||||||||||||
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
%
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Product Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Diagnostics
|
$
|
298.6
|
|
|
35.0
|
%
|
|
$
|
287.9
|
|
|
34.9
|
%
|
|
$
|
10.7
|
|
|
3.7
|
%
|
|
$
|
879.1
|
|
|
35.1
|
%
|
|
$
|
840.6
|
|
|
35.0
|
%
|
|
$
|
38.5
|
|
|
4.6
|
%
|
|
Breast Health
|
208.1
|
|
|
24.4
|
%
|
|
191.6
|
|
|
23.4
|
%
|
|
16.5
|
|
|
8.6
|
%
|
|
614.0
|
|
|
24.5
|
%
|
|
551.8
|
|
|
22.9
|
%
|
|
62.2
|
|
|
11.3
|
%
|
||||||
|
Medical Aesthetics
|
68.6
|
|
|
8.0
|
%
|
|
75.9
|
|
|
9.2
|
%
|
|
(7.3
|
)
|
|
(9.6
|
)%
|
|
191.8
|
|
|
7.7
|
%
|
|
222.4
|
|
|
9.2
|
%
|
|
(30.6
|
)
|
|
(13.8
|
)%
|
||||||
|
GYN Surgical
|
111.9
|
|
|
13.1
|
%
|
|
107.4
|
|
|
13.0
|
%
|
|
4.5
|
|
|
4.2
|
%
|
|
322.0
|
|
|
12.9
|
%
|
|
313.9
|
|
|
13.1
|
%
|
|
8.1
|
|
|
2.6
|
%
|
||||||
|
Skeletal Health
|
16.8
|
|
|
2.0
|
%
|
|
15.1
|
|
|
1.8
|
%
|
|
1.7
|
|
|
11.3
|
%
|
|
47.9
|
|
|
1.9
|
%
|
|
45.0
|
|
|
1.9
|
%
|
|
2.9
|
|
|
6.4
|
%
|
||||||
|
|
$
|
704.0
|
|
|
82.5
|
%
|
|
$
|
677.9
|
|
|
82.3
|
%
|
|
$
|
26.1
|
|
|
3.9
|
%
|
|
$
|
2,054.8
|
|
|
82.1
|
%
|
|
$
|
1,973.7
|
|
|
82.1
|
%
|
|
$
|
81.1
|
|
|
4.1
|
%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
June 29, 2019
|
|
June 30, 2018
|
|
June 29, 2019
|
|
June 30, 2018
|
||||
|
United States
|
74.7
|
%
|
|
74.1
|
%
|
|
74.3
|
%
|
|
74.1
|
%
|
|
Europe
|
11.4
|
%
|
|
11.4
|
%
|
|
12.3
|
%
|
|
12.1
|
%
|
|
Asia-Pacific
|
9.3
|
%
|
|
9.4
|
%
|
|
8.7
|
%
|
|
8.9
|
%
|
|
Rest of World
|
4.6
|
%
|
|
5.1
|
%
|
|
4.7
|
%
|
|
4.9
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||||||||||||||
|
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
||||||||||||||||||||||||||||||
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
%
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Service and Other Revenues
|
$
|
148.4
|
|
|
17.4
|
%
|
|
$
|
146.1
|
|
|
17.7
|
%
|
|
$
|
2.3
|
|
|
1.6
|
%
|
|
$
|
446.6
|
|
|
17.9
|
%
|
|
$
|
430.8
|
|
|
17.9
|
%
|
|
$
|
15.8
|
|
|
3.7
|
%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||||||||||||||
|
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
||||||||||||||||||||||||||||||
|
|
Amount
|
|
% of
Product
Revenue
|
|
Amount
|
|
% of
Product
Revenue
|
|
Amount
|
|
%
|
|
Amount
|
|
% of
Product
Revenue
|
|
Amount
|
|
% of
Product
Revenue
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Cost of Product Revenues
|
$
|
235.8
|
|
|
33.5
|
%
|
|
$
|
226.1
|
|
|
33.4
|
%
|
|
$
|
9.7
|
|
|
4.3
|
%
|
|
$
|
700.8
|
|
|
34.1
|
%
|
|
$
|
656.9
|
|
|
33.3
|
%
|
|
$
|
43.9
|
|
|
6.7
|
%
|
|
Amortization of Intangible Assets
|
78.6
|
|
|
11.2
|
%
|
|
79.4
|
|
|
11.7
|
%
|
|
(0.8
|
)
|
|
(1.0
|
)%
|
|
239.9
|
|
|
11.7
|
%
|
|
239.0
|
|
|
12.1
|
%
|
|
0.9
|
|
|
0.4
|
%
|
||||||
|
Impairment of Intangible Assets and Equipment
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
100.0
|
%
|
|
374.6
|
|
|
18.2
|
%
|
|
—
|
|
|
—
|
%
|
|
374.6
|
|
|
100.0
|
%
|
||||||
|
|
$
|
314.4
|
|
|
44.7
|
%
|
|
$
|
305.5
|
|
|
45.1
|
%
|
|
$
|
8.9
|
|
|
2.9
|
%
|
|
$
|
1,315.3
|
|
|
64.0
|
%
|
|
$
|
895.9
|
|
|
45.4
|
%
|
|
$
|
419.4
|
|
|
46.8
|
%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||||||||||||||
|
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
|
June 29, 2019
|
|
June 30, 2018
|
|
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
|
$
|
93.2
|
|
|
62.8
|
%
|
|
$
|
82.5
|
|
|
56.5
|
%
|
|
$
|
10.7
|
|
|
13.0
|
%
|
|
$
|
264.7
|
|
|
59.3
|
%
|
|
$
|
232.9
|
|
|
54.1
|
%
|
|
$
|
31.8
|
|
|
13.7
|
%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||||||||||||||
|
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
|
June 29, 2019
|
|
June 30, 2018
|
|
Change
|
||||||||||||||||||||||||||||||
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
%
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
% of
Total
Revenue
|
|
Amount
|
|
%
|
||||||||||||||||||
|
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
Research and development
|
$
|
61.4
|
|
|
7.2
|
%
|
|
$
|
54.4
|
|
|
6.6
|
%
|
|
$
|
7.0
|
|
|
12.9
|
%
|
|
$
|
171.8
|
|
|
6.9
|
%
|
|
$
|
166.0
|
|
|
6.9
|
%
|
|
$
|
5.8
|
|
|
3.5
|
%
|
|
Selling and marketing
|
143.6
|
|
|
16.9
|
%
|
|
141.1
|
|
|
17.1
|
%
|
|
2.5
|
|
|
1.8
|
%
|
|
423.1
|
|
|
16.9
|
%
|
|
411.1
|
|
|
17.1
|
%
|
|
12.0
|
|
|
2.9
|
%
|
||||||
|
General and administrative
|
79.9
|
|
|
9.4
|
%
|
|
86.3
|
|
|
10.5
|
%
|
|
(6.4
|
)
|
|
(7.4
|
)%
|
|
248.5
|
|
|
9.9
|
%
|
|
248.0
|
|
|
10.3
|
%
|
|
0.5
|
|
|
0.2
|
%
|
||||||
|
Amortization of intangible assets
|
11.9
|
|
|
1.4
|
%
|
|
15.3
|
|
|
1.9
|
%
|
|
(3.4
|
)
|
|
(22.3
|
)%
|
|
40.1
|
|
|
1.6
|
%
|
|
44.4
|
|
|
1.8
|
%
|
|
(4.3
|
)
|
|
(9.7
|
)%
|
||||||
|
Impairment of intangible assets and equipment
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
69.2
|
|
|
2.8
|
%
|
|
46.0
|
|
|
1.9
|
%
|
|
23.2
|
|
|
50.4
|
%
|
||||||
|
Impairment of Goodwill
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
685.7
|
|
|
28.5
|
%
|
|
(685.7
|
)
|
|
(100.0
|
)%
|
||||||
|
Restructuring charges
|
2.7
|
|
|
0.3
|
%
|
|
5.8
|
|
|
0.7
|
%
|
|
(3.1
|
)
|
|
(53.4
|
)%
|
|
6.0
|
|
|
0.2
|
%
|
|
11.4
|
|
|
0.5
|
%
|
|
(5.4
|
)
|
|
(47.4
|
)%
|
||||||
|
|
$
|
299.5
|
|
|
35.1
|
%
|
|
$
|
302.9
|
|
|
36.8
|
%
|
|
$
|
(3.4
|
)
|
|
(1.1
|
)%
|
|
$
|
958.7
|
|
|
38.3
|
%
|
|
$
|
1,612.6
|
|
|
67.1
|
%
|
|
$
|
(653.9
|
)
|
|
**
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
||||||||||||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
||||||||||||||
|
Debt Extinguishment Losses
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
(0.8
|
)
|
|
$
|
(45.9
|
)
|
|
$
|
45.1
|
|
|
(98.3
|
)%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
||||||||||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
||||||||||||
|
Provision (Benefit) for Income Taxes
|
$
|
20.4
|
|
|
$
|
(7.6
|
)
|
|
$
|
28.0
|
|
|
**
|
|
$
|
(54.9
|
)
|
|
$
|
(328.1
|
)
|
|
$
|
273.2
|
|
|
**
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
||||||||||||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
||||||||||||||
|
Total Revenues
|
$
|
305.4
|
|
|
$
|
294.2
|
|
|
$
|
11.2
|
|
|
3.8
|
%
|
|
$
|
898.6
|
|
|
$
|
858.5
|
|
|
$
|
40.1
|
|
|
4.7
|
%
|
|
Operating Income
|
$
|
45.7
|
|
|
$
|
32.3
|
|
|
$
|
13.4
|
|
|
41.5
|
%
|
|
$
|
120.1
|
|
|
$
|
103.1
|
|
|
$
|
17.0
|
|
|
16.5
|
%
|
|
Operating Income as a % of Segment Revenue
|
15.0
|
%
|
|
11.0
|
%
|
|
|
|
|
|
13.4
|
%
|
|
12.0
|
%
|
|
|
|
|
||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
||||||||||||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
||||||||||||||
|
Total Revenues
|
$
|
325.4
|
|
|
$
|
307.9
|
|
|
$
|
17.5
|
|
|
5.7
|
%
|
|
$
|
971.6
|
|
|
$
|
896.0
|
|
|
$
|
75.6
|
|
|
8.4
|
%
|
|
Operating Income
|
$
|
97.5
|
|
|
$
|
100.0
|
|
|
$
|
(2.5
|
)
|
|
(2.5
|
)%
|
|
$
|
294.3
|
|
|
$
|
291.2
|
|
|
$
|
3.1
|
|
|
1.0
|
%
|
|
Operating Income as a % of Segment Revenue
|
30.0
|
%
|
|
32.5
|
%
|
|
|
|
|
|
30.3
|
%
|
|
32.5
|
%
|
|
|
|
|
||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
||||||||||||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
||||||||||||||
|
Total Revenues
|
$
|
85.0
|
|
|
$
|
91.7
|
|
|
$
|
(6.7
|
)
|
|
(7.3
|
)%
|
|
$
|
238.6
|
|
|
$
|
268.5
|
|
|
$
|
(29.9
|
)
|
|
(11.1
|
)%
|
|
Operating Loss
|
$
|
(18.6
|
)
|
|
$
|
(22.2
|
)
|
|
$
|
3.6
|
|
|
(16.2
|
)%
|
|
$
|
(517.6
|
)
|
|
$
|
(805.3
|
)
|
|
$
|
287.7
|
|
|
**
|
|
|
Operating Loss as a % of Segment Revenue
|
(21.8
|
)%
|
|
(24.2
|
)%
|
|
|
|
|
|
(216.9
|
)%
|
|
(299.9
|
)%
|
|
|
|
|
||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
||||||||||||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
||||||||||||||
|
Total Revenues
|
$
|
112.2
|
|
|
$
|
107.7
|
|
|
$
|
4.5
|
|
|
4.2
|
%
|
|
$
|
322.8
|
|
|
$
|
314.7
|
|
|
$
|
8.1
|
|
|
2.6
|
%
|
|
Operating Income
|
$
|
22.5
|
|
|
$
|
22.9
|
|
|
$
|
(0.4
|
)
|
|
(1.7
|
)%
|
|
$
|
70.0
|
|
|
$
|
71.1
|
|
|
$
|
(1.1
|
)
|
|
(1.5
|
)%
|
|
Operating Income as a % of Segment Revenue
|
20.0
|
%
|
|
21.3
|
%
|
|
|
|
|
|
21.7
|
%
|
|
22.6
|
%
|
|
|
|
|
||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||||
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
|
June 29,
2019 |
|
June 30,
2018 |
|
Change
|
||||||||||||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
||||||||||||||
|
Total Revenues
|
$
|
24.4
|
|
|
$
|
22.5
|
|
|
$
|
1.9
|
|
|
8.4
|
%
|
|
$
|
69.8
|
|
|
$
|
66.8
|
|
|
$
|
3.0
|
|
|
4.5
|
%
|
|
Operating Income (Loss)
|
$
|
(1.8
|
)
|
|
$
|
0.1
|
|
|
$
|
(1.9
|
)
|
|
**
|
|
|
$
|
(4.1
|
)
|
|
$
|
3.0
|
|
|
$
|
(7.1
|
)
|
|
**
|
|
|
Operating Income (Loss) as a % of Segment Revenue
|
(7.3
|
)%
|
|
0.2
|
%
|
|
|
|
|
|
(5.9
|
)%
|
|
4.5
|
%
|
|
|
|
|
||||||||||
|
•
|
A $1.5 billion secured term loan ("2018 Amended Term Loan") with a maturity date of December 17, 2023; and
|
|
•
|
A secured revolving credit facility (the "2018 Amended Revolver") under which the Company may borrow up to $1.5 billion, subject to certain sublimits, with a maturity date of December 17, 2023.
|
|
Period of Repurchase
|
Total Number of
Shares Purchased
(#) (1)
|
|
Average Price
Paid Per Share
($) (1)
|
|
Total Number of
Shares Purchased As Part of Publicly
Announced Plans or Programs
(#) (2)
|
|
Average Price Paid Per Share As Part of Publicly Announced Plans or Programs($) (2)
|
|
Maximum
Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under Our
Programs
(in millions) ($) (2)
|
||||||||
|
March 31, 2019 – April 27, 2019
|
5,235
|
|
|
$
|
48.19
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
261.5
|
|
|
April 28, 2019 – May 25, 2019
|
2,779
|
|
|
46.01
|
|
|
1,114,403
|
|
|
44.89
|
|
|
211.5
|
|
|||
|
May 26, 2019 – June 29, 2019
|
2,508
|
|
|
44.01
|
|
|
—
|
|
|
—
|
|
|
211.5
|
|
|||
|
Total
|
10,522
|
|
|
$
|
46.62
|
|
|
1,114,403
|
|
|
$
|
44.89
|
|
|
$
|
211.5
|
|
|
(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 June 13, 2018, the Board of Directors authorized another share repurchase plan to repurchase up to $500.0 million of our outstanding common stock. This share repurchase plan, which replaced the prior plan, was effective August 1, 2018 and expires on June 13, 2023.
|
|
|
|
|
|
Incorporated by
Reference
|
||
|
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Filing Date/
Period End
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
8-K
|
|
6/25/2019
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
|
|
|
|
|
|
(1)
|
Indicates management contract or compensatory plan, contract or arrangement.
|
|
|
|
|
Hologic, Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
July 31, 2019
|
|
/s/ Stephen P. MacMillan
|
|
|
|
|
|
|
|
|
|
Stephen P. MacMillan
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
|
Date:
|
July 31, 2019
|
|
/s/ Karleen M. Oberton
|
|
|
|
|
|
|
|
|
|
Karleen M. Oberton
|
|
|
|
|
Chief Financial Officer
(Principal Financial Officer)
|
|
i.
|
The Company shall pay the Executive all Accrued Compensation;
|
|
ii.
|
The Company shall pay the Executive a Pro Rata Bonus;
|
|
iii.
|
The Company shall continue to pay the Executive his or her Base Salary for the period of fifteen (15) months from the Termination Date in accordance with its normal payroll practices and subject to applicable tax withholding; provided, however, that if the Company determines that such payments would constitute deferred compensation within the meaning of Section 409A of the Code, then the Executive agrees to the modifications with respect to timing of such payments in accordance with Section 10 hereof; and
|
|
(i)
|
The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the Voting Stock of the Company; provided, however, that any acquisition by the Company or its subsidiaries, or any employee benefit plan (or related trust) of the Company of 50% or more of Voting Stock shall not constitute a Change in Control; and provided, further, that any acquisition by a corporation with respect to which, following such acquisition, more than 50% of the then outstanding shares of common stock of such corporation, is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the Voting Stock immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the Voting Stock, shall not constitute a Change in Control; or
|
|
(ii)
|
Any transaction which results in the Continuing Directors (as defined in the Certificate of Incorporation of the Company) constituting less than a majority of the Board of Directors of the Company; or
|
|
(iii)
|
The consummation of (i) a Merger with respect to which the individuals and entities who were the beneficial owners of the Voting Stock immediately prior to such Merger do not, following such Merger, beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock of the corporation resulting from the Merger (the Resulting Corporation”) as a result of the individuals’ and entities’ shareholdings in the Company immediately prior to the consummation of the Merger and without regard to any of the individual’s and entities’ shareholdings in the corporation resulting from the Merger immediately prior to the consummation of the Merger, (ii) a complete liquidation or dissolution of the Company, or (iii) the sale or other disposition of all or substantially all (as defined under Delaware General Corporation Law) of the assets of the Company, excluding a sale or other disposition of assets to a subsidiary of the Company.
|
|
(i)
|
A material diminution in the Executive’s base compensation;
|
|
(ii)
|
A material diminution in the Executive’s authority, duties and responsibilities as in effect immediately prior to the Change of Control;
|
|
(iii)
|
A material diminution in the authority, duties and responsibilities of the supervisor to whom the Executive is required to report as in effect immediately prior to the Change of Control;
|
|
(iv)
|
A material change in the geographic location in which Executive’s principal office was located immediately prior to the Change of Control;
|
|
(v)
|
A material diminution in the budget over which the Executive had authority immediately prior to the of the Change of Control;
|
|
(vi)
|
Any other action or inaction that constitutes a material breach by the Company of this Agreement or any other agreement under which the Executive provides services;
|
|
Title:
|
SVP, Human Resources
|
|
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.
|
|
/s/ Stephen P. MacMillan
|
|
|
Stephen P. MacMillan
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
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.
|
|
/s/ Karleen M. Oberton
|
|
|
Karleen M. Oberton
|
|
|
Chief Financial Officer
|
|
|
(1)
|
The Quarterly Report on Form 10-Q for the quarter ended June 29, 2019 (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: July 31, 2019
|
/s/ Stephen P. MacMillan
|
|
|
Stephen P. MacMillan
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Chairman, President and Chief Executive Officer
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(1)
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The Quarterly Report on Form 10-Q for the quarter ended June 29, 2019 (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
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(2)
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The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: July 31, 2019
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/s/ Karleen M. Oberton
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Karleen M. Oberton
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Chief Financial Officer
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