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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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04-2902449
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on which Registered
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Common Stock, $.01 par value
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HOLX
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The NASDAQ Global Select Market
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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•
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the effect of the continuing worldwide macroeconomic uncertainty, including the UK’s decision to leave the European Union (known as Brexit), on our business and results of operations;
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•
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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;
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•
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the development of new competitive technologies and products, and the impact and anticipated benefits of completed acquisitions;
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•
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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;
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•
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the ability to successfully manage ongoing organizational and strategic changes, including our ability to attract, motivate and retain key employees;
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•
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regulatory approvals and clearances for our products, including the implementation of the new European Union Medical Device Regulations;
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•
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potential cybersecurity threats and targeted computer crime;
|
•
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the coverage and reimbursement decisions of third-party payors;
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•
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the uncertainty of the impact of cost containment efforts and federal healthcare reform legislation on our business and results of operations;
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•
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the guidelines, recommendations, and studies published by various organizations relating to the use of our products;
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•
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the potential reinstatement of U.S. medical device excise tax;
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•
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the effect of consolidation in the healthcare industry;
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•
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production schedules for our products;
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•
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the anticipated development of markets we sell our products into and the success of our products in these markets;
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•
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the anticipated performance and benefits of our products;
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•
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business strategies;
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•
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estimated asset and liability values;
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•
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the impact and costs and expenses of any litigation we may be subject to now or in the future;
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•
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our compliance with covenants contained in our debt agreements;
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•
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anticipated trends relating to our financial condition or results of operations, including the impact of interest rate and foreign currency exchange fluctuations, including the potential impact of the proposed phase out of LIBOR by the end of 2021; and
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•
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our liquidity, capital resources and the adequacy thereof.
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•
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the Icon aesthetic system for hair removal, wrinkle reduction and scar and stretch mark treatment;
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•
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the Vectus diode laser for high volume hair removal;
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•
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the TempSure system is a radiofrequency platform that offers both non-surgical and surgical aesthetic treatments and procedures;
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•
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the Synchro REPLA:Y is a high-powered hair removal device that can be used across a variety of skin and hair types;
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•
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Nitronox is a versatile nitrous oxide and oxygen analgesia system that can be used for a variety of medical and aesthetic procedures;
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•
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the Cellulaze laser device for the treatment of cellulite;
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•
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the Cynergy product line for the treatment of vascular lesions;
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•
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the Elite product line for hair removal and treatment of facial and leg veins and pigmentations; and
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•
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the SmartLipo product line for Laser Body Sculpting for the minimally invasive removal of unwanted fat.
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•
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anti-kickback and anti-bribery laws, such as the Foreign Corrupt Practices Act, or FCPA, the UK’s Bribery Act 2010, or the UK Anti-Bribery Act;
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•
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laws regulating the confidentiality of sensitive personal information and the circumstances under which such information may be released and/or collected, such as the Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Health Information Technology for Economic and Clinical Health Act, or HITECH Act, and the European Union General Data Protection Regulation, or GDPR; and
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•
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healthcare reform laws, such as the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act of 2010, which we refer to together as PPACA, which include new regulatory mandates and other measures designed to constrain medical costs, as well as stringent new reporting requirements of financial relationships between device manufacturers and physicians and teaching hospitals.
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•
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greater brand recognition;
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•
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larger or more established distribution networks and customer bases;
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•
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a broader product portfolio, resulting in the ability to offer rebates or bundle products to offer discounts or incentives to gain a competitive advantage;
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•
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higher levels of automation and greater installed bases of such equipment;
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•
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more extensive research, development, sales, marketing, and manufacturing capabilities and greater financial resources; and
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•
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greater technical resources positioning them to continue to improve their technology in order to compete in an evolving industry.
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•
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new laws, regulations or judicial decisions, or new interpretations of existing laws, regulations or decisions, related to healthcare availability, method of delivery and payment for healthcare products and services;
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•
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changes in the FDA and foreign regulatory approval processes that may delay or prevent the approval of new products and result in lost market opportunity;
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•
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changes in FDA and foreign regulations that may require additional safety monitoring, labeling changes, restrictions on product distribution or use, or other measures after the introduction of our products to market, which could increase our costs of doing business, adversely affect the future permitted uses of approved products, or otherwise adversely affect the market for our products; and
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•
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new laws, regulations and judicial decisions affecting pricing or marketing practices.
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•
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political and economic changes and disruptions, export/import controls and tariff regulations;
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•
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difficulties in developing staffing and simultaneously managing operations in multiple locations as a result of, among other things, distance, language and cultural differences;
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•
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governmental currency controls;
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•
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multiple, conflicting and changing government laws and regulations (including, among other things, antitrust and tax requirements);
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•
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protectionist laws and business practices that favor local companies;
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•
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difficulties in the collection of trade accounts receivable;
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•
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difficulties and expenses related to implementing internal controls over financial reporting and disclosure controls and procedures;
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•
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expenses associated with customizing products for clients in foreign countries;
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•
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possible adverse tax consequences;
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•
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the inability to obtain and maintain required regulatory approvals or favorable third-party reimbursement;
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•
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operation in parts of the world where strict compliance with anti-bribery laws may conflict with local customs and practices;
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•
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the inability to effectively obtain, maintain, protect or enforce intellectual property rights, reduced protection for intellectual property rights in some countries, and the inability to otherwise protect against clone or “knock off” products;
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•
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the lack of ability to enforce non-compete agreements with former owners of acquired businesses competing with us in China and other foreign countries; and
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•
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lower margins on a number of our products sold outside of the U.S.
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•
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uncertainty of the development of a market for such product;
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•
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trends relating to, or the introduction or existence of, competing products or technologies that may be more effective, safer or easier to use than our products or technologies;
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•
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the perception of our products as compared to other products;
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•
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recommendation and support for the use of our products by influential customers, such as highly regarded hospitals, physicians and treatment centers;
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•
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the availability and extent of data demonstrating the clinical efficacy of our products or treatments;
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•
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competition, including the presence of competing products sold by companies with longer operating histories, more recognizable names and more established distribution networks; and
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•
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other technological developments.
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•
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the overall state of healthcare and cost containment efforts;
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•
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the timing and level of reimbursement for our products domestically and internationally;
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•
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the development status and demand for our products;
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•
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the development status and demand for therapies to treat the health concerns addressed by our products;
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•
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economic conditions in our markets;
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•
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foreign exchange rates;
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•
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the timing of orders;
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•
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the timing of expenditures in anticipation of future sales;
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•
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the mix of products we sell and markets we serve;
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•
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regulatory approval and compliance of products;
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•
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the introduction of new products and product enhancements by us or our competitors;
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•
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pricing and other competitive conditions;
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•
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unanticipated expenses;
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•
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complex revenue recognition rules pursuant to U.S. generally accepted accounting principles, which we refer to as U.S. GAAP;
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•
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asset impairments;
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•
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contingent consideration charges;
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•
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restructuring and consolidation charges;
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•
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debt refinancing charges and expenses; and
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•
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seasonality of sales of certain of our products.
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•
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make it more difficult for us to satisfy our obligations with respect to our outstanding indebtedness;
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•
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increase our vulnerability to general adverse economic and industry conditions, including increases in interest rates;
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•
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require us to dedicate a substantial portion of our cash flow from operations to interest and principal payments on our indebtedness, which would reduce the availability of our cash flow to fund working capital, capital expenditures, expansion efforts, strategic transactions and other general corporate purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we participate;
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•
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place us at a competitive disadvantage compared to our competitors that have less debt; and
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•
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limit our ability to borrow additional funds for working capital, capital expenditures, expansion efforts, strategic transactions or other general corporate purposes.
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•
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incur indebtedness or issue certain preferred equity;
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•
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pay dividends, repurchase our common stock, or make other distributions or restricted payments;
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•
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make certain investments;
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•
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agree to payment restrictions affecting the restricted subsidiaries;
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•
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sell or otherwise transfer or dispose of assets, including equity interests of our subsidiaries;
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•
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enter into transactions with our affiliates;
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•
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create liens;
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•
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designate our subsidiaries as unrestricted subsidiaries;
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•
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consolidate, merge or sell substantially all of our assets; and
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•
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use the proceeds of permitted sales of our assets.
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•
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new, or changes in, recommendations, guidelines or studies that could affect the use of our products;
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•
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announcements and rumors of developments related to our business, including changes in reimbursement rates or regulatory requirements, proposed and completed acquisitions, or the industry in which we compete;
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•
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published studies and reports relating to the comparative efficacy of products and markets in which we participate;
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•
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quarterly fluctuations in our actual or anticipated operating results and order levels;
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•
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general conditions in the U.S. or worldwide economy;
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•
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our stock repurchase program;
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•
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announcements of technological innovations;
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•
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new products or product enhancements by us or our competitors;
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•
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developments in patents or other intellectual property rights and litigation;
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•
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developments in relationships with our customers and suppliers;
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•
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the implementation of healthcare reform legislation and the adoption of additional reform legislation in the future; and
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•
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the success or lack of success of integrating our acquisitions.
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Material Properties Owned:
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Primary Use
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Newark, DE
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DirectRay digital detector research and development and plate manufacturing operations
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Warstein, Germany
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Hitec-Imaging’s manufacturing operations, research and development and administrative functions
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Livingston, UK
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Manufacturing operations and research and development
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Manchester, UK
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Administrative and supply chain operations
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Londonderry, NH
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Manufacturing operations
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San Diego, CA
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Diagnostics headquarters, including administrative and manufacturing operations
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San Diego, CA
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Diagnostics research and development, administrative and manufacturing operations
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Material Properties Leased:
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Primary Use
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Lease
Expiration
(fiscal year)
|
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Renewals
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Danbury, CT
|
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Manufacturing facility
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2022
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4, five-yr. periods
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Danbury, CT
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Manufacturing operations and research and development
|
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2021
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1, five-yr. period
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Marlborough, MA
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Headquarters, including research and development, manufacturing and distribution operations
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2025
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2, five-yr. periods
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Marlborough, MA
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Manufacturing operations
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2024
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1, five-yr. period
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Alajuela, Costa Rica
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Manufacturing facility
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2028
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2, five-yr. periods
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Manchester, England
|
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Manufacturing operations and research and development
|
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2035
|
|
None
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Westford, MA
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Administrative, research and development, and manufacturing operations
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2028
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None
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Period of Repurchase
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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
($) (2)
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Maximum
Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under Our
Programs
(in millions)
($) (2)
|
||||||||
June 30, 2019 – July 27, 2019
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3,998
|
|
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$
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48.23
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
211.5
|
|
July 28, 2019 – August 24, 2019
|
1,298
|
|
|
50.83
|
|
|
—
|
|
|
—
|
|
|
211.5
|
|
|||
August 25, 2019 – September 28, 2019
|
2,017
|
|
|
49.37
|
|
|
—
|
|
|
—
|
|
|
211.5
|
|
|||
Total
|
7,313
|
|
|
$
|
49.01
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
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 tax 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.
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(2)
|
On June 13, 2018, the Company's Board of Directors authorized a share repurchase plan to repurchase up to $500.0 million of our outstanding common stock. This share repurchase plan, which replaced a prior plan, was effective August 1, 2018 and expires on June 13, 2023.
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Fiscal Years Ended
|
||||||||||||||||||
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September 28,
2019 (5)
|
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September 30,
2018 (4) |
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September 24,
2017 (3) |
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September 26,
2016 (2) |
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September 27,
2015 (1) |
||||||||||
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(In millions, except per share data)
|
||||||||||||||||||
Consolidated Statement of Operations Data
|
|
|
|
|
|
|
|
|
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||||||||||
Total revenues
|
$
|
3,367.3
|
|
|
$
|
3,217.9
|
|
|
$
|
3,058.8
|
|
|
$
|
2,832.7
|
|
|
$
|
2,705.0
|
|
Total operating costs and expenses
|
$
|
3,491.1
|
|
|
$
|
3,455.8
|
|
|
$
|
1,688.6
|
|
|
$
|
2,284.1
|
|
|
$
|
2,249.9
|
|
Net (loss) income
|
$
|
(203.6
|
)
|
|
$
|
(111.3
|
)
|
|
$
|
755.5
|
|
|
$
|
330.8
|
|
|
$
|
131.6
|
|
Basic net (loss) income per common share
|
$
|
(0.76
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
2.70
|
|
|
$
|
1.18
|
|
|
$
|
0.47
|
|
Diluted net (loss) income per common share
|
$
|
(0.76
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
2.64
|
|
|
$
|
1.16
|
|
|
$
|
0.45
|
|
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
723.0
|
|
|
$
|
320.6
|
|
|
$
|
(386.9
|
)
|
|
$
|
424.7
|
|
|
$
|
322.4
|
|
Total assets
|
$
|
6,442.1
|
|
|
$
|
7,230.9
|
|
|
$
|
7,979.6
|
|
|
$
|
7,317.0
|
|
|
$
|
7,642.5
|
|
Long-term debt obligations, less current portion (6)
|
$
|
2,812.3
|
|
|
$
|
2,736.1
|
|
|
$
|
2,198.9
|
|
|
$
|
3,058.7
|
|
|
$
|
3,227.3
|
|
Total stockholders’ equity
|
$
|
2,115.7
|
|
|
$
|
2,428.8
|
|
|
$
|
2,784.7
|
|
|
$
|
2,142.7
|
|
|
$
|
2,079.2
|
|
(1)
|
Fiscal 2015 total operating costs and expenses include restructuring and divestiture charges of $28.5 million. Included in net income was a debt extinguishment loss of $62.7 million and related transaction costs of $9.3 million.
|
(2)
|
Fiscal 2016 total operating costs and expenses include restructuring and divestiture charges of $10.5 million. Included in net income was a gain on the sale of a marketable security of $25.1 million partially offset by a debt extinguishment loss of $5.3 million.
|
(3)
|
Fiscal 2017 total operating costs and expenses include a gain on sale of the blood screening business of $899.7 million (reduces operating costs and expenses), inventory step-up costs of $39.7 million, transaction expenses for acquisitions of $23.2 million, and restructuring charges of $13.3 million.
|
(4)
|
Fiscal 2018 total operating costs and expenses include a goodwill impairment charge of $685.7 million, an intangible asset impairment charge of $46.0 million, a legal settlement charge of $34.8 million and restructuring charges of $14.2 million. Included in net loss was a debt extinguishment loss of $45.9 million and related transaction costs of $4.3 million.
|
(5)
|
Fiscal 2019 total operating costs and expenses include intangible assets and equipment impairment charges of $685.4 million, inventory step-up costs of $7.1 million, a net legal settlement charge of $4.5 million and restructuring charges of $6.6 million. Included in net loss was a $3.3 million loss for the Company's proportionate share of its equity method investment in SuperSonic Imagine.
|
(6)
|
Long-term obligations are net of unamortized debt discounts and deferred issuance costs aggregating $29.0 million, $32.9 million, $27.9 million, $62.9 million and $95.7 million for fiscal years 2019, 2018, 2017, 2016, and 2015, respectively.
|
|
|
Fiscal Years Ended
|
|||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
|||
Revenues:
|
|
|
|
|
|
|
|||
Product
|
|
82.3
|
%
|
|
82.2
|
%
|
|
83.0
|
%
|
Service and other
|
|
17.7
|
%
|
|
17.8
|
%
|
|
17.0
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Costs of revenues:
|
|
|
|
|
|
|
|||
Product
|
|
28.2
|
%
|
|
27.6
|
%
|
|
28.8
|
%
|
Amortization of intangible assets
|
|
9.5
|
%
|
|
9.9
|
%
|
|
9.7
|
%
|
Impairment of intangible assets and equipment
|
|
17.2
|
%
|
|
—
|
%
|
|
—
|
%
|
Service and other
|
|
10.4
|
%
|
|
9.8
|
%
|
|
8.5
|
%
|
Gross Profit
|
|
34.8
|
%
|
|
52.7
|
%
|
|
53.0
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|||
Research and development
|
|
6.9
|
%
|
|
6.8
|
%
|
|
7.6
|
%
|
Selling and marketing
|
|
16.8
|
%
|
|
16.9
|
%
|
|
16.3
|
%
|
General and administrative
|
|
9.9
|
%
|
|
11.4
|
%
|
|
11.2
|
%
|
Amortization of intangible assets
|
|
1.5
|
%
|
|
1.8
|
%
|
|
2.0
|
%
|
Impairment of intangible assets and equipment
|
|
3.2
|
%
|
|
1.4
|
%
|
|
—
|
%
|
Impairment of goodwill
|
|
—
|
%
|
|
21.3
|
%
|
|
—
|
%
|
Gain on sale of business
|
|
—
|
%
|
|
—
|
%
|
|
(29.4
|
)%
|
Restructuring charges
|
|
0.2
|
%
|
|
0.4
|
%
|
|
0.4
|
%
|
|
|
38.5
|
%
|
|
60.1
|
%
|
|
8.1
|
%
|
Income (loss) from operations
|
|
(3.7
|
)%
|
|
(7.4
|
)%
|
|
44.8
|
%
|
Interest income
|
|
0.1
|
%
|
|
0.2
|
%
|
|
0.1
|
%
|
Interest expense
|
|
(4.2
|
)%
|
|
(4.6
|
)%
|
|
(5.0
|
)%
|
Debt extinguishment losses
|
|
—
|
%
|
|
(1.4
|
)%
|
|
(0.1
|
)%
|
Other income, net
|
|
0.1
|
%
|
|
0.2
|
%
|
|
0.4
|
%
|
(Loss) income before income taxes
|
|
(7.7
|
)%
|
|
(13.0
|
)%
|
|
40.2
|
%
|
(Benefit) provision for income taxes
|
|
(1.6
|
)%
|
|
(9.5
|
)%
|
|
15.5
|
%
|
Net (loss) income
|
|
(6.1
|
)%
|
|
(3.5
|
)%
|
|
24.7
|
%
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||||||||
|
|
Amount
|
|
% of Total
Revenue
|
|
Amount
|
|
% of Total
Revenue
|
|
Amount
|
|
%
|
|||||||||
Product Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Diagnostics
|
|
$
|
1,179.9
|
|
|
35.0
|
%
|
|
$
|
1,123.6
|
|
|
34.9
|
%
|
|
$
|
56.3
|
|
|
5.0
|
%
|
Breast Health
|
|
836.8
|
|
|
24.9
|
%
|
|
758.5
|
|
|
23.6
|
%
|
|
78.3
|
|
|
10.3
|
%
|
|||
Medical Aesthetics
|
|
252.9
|
|
|
7.5
|
%
|
|
278.4
|
|
|
8.7
|
%
|
|
(25.5
|
)
|
|
(9.2
|
)%
|
|||
GYN Surgical
|
|
436.2
|
|
|
13.0
|
%
|
|
421.1
|
|
|
13.1
|
%
|
|
15.1
|
|
|
3.6
|
%
|
|||
Skeletal Health
|
|
65.5
|
|
|
1.9
|
%
|
|
62.3
|
|
|
1.9
|
%
|
|
3.2
|
|
|
5.1
|
%
|
|||
|
|
$
|
2,771.3
|
|
|
82.3
|
%
|
|
$
|
2,643.9
|
|
|
82.2
|
%
|
|
$
|
127.4
|
|
|
4.8
|
%
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||||||||
|
|
Amount
|
|
% of
Total Revenue |
|
Amount
|
|
% of
Total Revenue |
|
Amount
|
|
%
|
|||||||||
Service and Other Revenues
|
|
$
|
596.0
|
|
|
17.7
|
%
|
|
$
|
574.0
|
|
|
17.8
|
%
|
|
$
|
22.0
|
|
|
3.8
|
%
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||||||||
|
|
Amount
|
|
% of Product
Sales
|
|
Amount
|
|
% of Product
Sales
|
|
Amount
|
|
%
|
|||||||||
Cost of Product Revenues
|
|
$
|
948.7
|
|
|
34.2
|
%
|
|
$
|
886.6
|
|
|
33.5
|
%
|
|
$
|
62.1
|
|
|
7.0
|
%
|
Amortization of Intangible Assets
|
|
318.5
|
|
|
11.5
|
%
|
|
319.4
|
|
|
12.1
|
%
|
|
(0.9
|
)
|
|
(0.3
|
)%
|
|||
Impairment of Intangible Assets and Equipment
|
|
578.7
|
|
|
20.9
|
%
|
|
—
|
|
|
—
|
%
|
|
578.7
|
|
|
100.0
|
%
|
|||
|
|
$
|
1,845.9
|
|
|
66.6
|
%
|
|
$
|
1,206.0
|
|
|
45.6
|
%
|
|
$
|
639.9
|
|
|
53.1
|
%
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||||||||
|
|
Amount
|
|
% of Service
and Other
Revenues
|
|
Amount
|
|
% of Service
and Other
Revenues
|
|
Amount
|
|
%
|
|||||||||
Cost of Service and Other Revenues
|
|
$
|
350.5
|
|
|
58.8
|
%
|
|
$
|
315.2
|
|
|
54.9
|
%
|
|
$
|
35.3
|
|
|
11.2
|
%
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||||||||
|
|
Amount
|
|
% of Total
Revenue
|
|
Amount
|
|
% of Total
Revenue
|
|
Amount
|
|
%
|
|||||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
|
$
|
232.2
|
|
|
6.9
|
%
|
|
$
|
218.7
|
|
|
6.8
|
%
|
|
$
|
13.5
|
|
|
6.2
|
%
|
Selling and marketing
|
|
564.9
|
|
|
16.8
|
%
|
|
544.6
|
|
|
16.9
|
%
|
|
20.3
|
|
|
3.7
|
%
|
|||
General and administrative
|
|
332.3
|
|
|
9.9
|
%
|
|
366.1
|
|
|
11.4
|
%
|
|
(33.8
|
)
|
|
(9.2
|
)%
|
|||
Amortization of intangible assets
|
|
52.0
|
|
|
1.5
|
%
|
|
59.3
|
|
|
1.8
|
%
|
|
(7.3
|
)
|
|
(12.3
|
)%
|
|||
Impairment of intangible assets and equipment
|
|
106.7
|
|
|
3.2
|
%
|
|
46.0
|
|
|
1.4
|
%
|
|
60.7
|
|
|
132.0
|
%
|
|||
Impairment of goodwill
|
|
—
|
|
|
—
|
%
|
|
685.7
|
|
|
21.3
|
%
|
|
(685.7
|
)
|
|
(100.0
|
)%
|
|||
Restructuring charges
|
|
6.6
|
|
|
0.2
|
%
|
|
14.2
|
|
|
0.4
|
%
|
|
(7.6
|
)
|
|
(53.5
|
)%
|
|||
|
|
$
|
1,294.7
|
|
|
38.5
|
%
|
|
$
|
1,934.6
|
|
|
60.0
|
%
|
|
$
|
(639.9
|
)
|
|
(33.1
|
)%
|
|
|
Years Ended
|
|||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Interest Expense
|
|
$
|
(140.8
|
)
|
|
$
|
(148.7
|
)
|
|
$
|
7.9
|
|
|
(5.3
|
)%
|
|
|
Years Ended
|
|||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Debt Extinguishment Losses
|
|
$
|
(0.8
|
)
|
|
$
|
(45.9
|
)
|
|
$
|
45.1
|
|
|
(98.3
|
)%
|
|
|
Years Ended
|
|||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
(Benefit) for Income Taxes
|
|
$
|
(54.1
|
)
|
|
$
|
(307.3
|
)
|
|
$
|
253.2
|
|
|
(82.4
|
)%
|
|
|
Years Ended
|
|||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Total Revenues
|
|
$
|
1,205.5
|
|
|
$
|
1,147.4
|
|
|
$
|
58.1
|
|
|
5.1
|
%
|
Operating Income
|
|
$
|
163.1
|
|
|
$
|
145.5
|
|
|
$
|
17.6
|
|
|
12.1
|
%
|
Operating Income as a % of Segment Revenue
|
|
13.5
|
%
|
|
12.7
|
%
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Total Revenues
|
|
$
|
1,314.2
|
|
|
$
|
1,218.2
|
|
|
$
|
96.0
|
|
|
7.9
|
%
|
Operating Income
|
|
$
|
399.3
|
|
|
$
|
399.7
|
|
|
$
|
(0.4
|
)
|
|
(0.1
|
)%
|
Operating Income as a % of Segment Revenue
|
|
30.4
|
%
|
|
32.8
|
%
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Total Revenues
|
|
$
|
315.6
|
|
|
$
|
339.1
|
|
|
$
|
(23.5
|
)
|
|
(6.9
|
)%
|
Operating Loss
|
|
$
|
(781.2
|
)
|
|
$
|
(844.7
|
)
|
|
$
|
63.5
|
|
|
(7.5
|
)%
|
Operating Loss as a % of Segment Revenue
|
|
(247.5
|
)%
|
|
(249.1
|
)%
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Total Revenues
|
|
$
|
437.2
|
|
|
$
|
422.0
|
|
|
$
|
15.2
|
|
|
3.6
|
%
|
Operating Income
|
|
$
|
99.2
|
|
|
$
|
58.3
|
|
|
$
|
40.9
|
|
|
70.2
|
%
|
Operating Income as a % of Segment Revenue
|
|
22.7
|
%
|
|
13.8
|
%
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||
|
|
September 28, 2019
|
|
September 29, 2018
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Total Revenues
|
|
$
|
94.8
|
|
|
$
|
91.2
|
|
|
$
|
3.6
|
|
|
3.9
|
%
|
Operating (Loss) Income
|
|
$
|
(4.2
|
)
|
|
$
|
3.3
|
|
|
$
|
(7.5
|
)
|
|
(227.3
|
)%
|
Operating (Loss) Income as a % of Segment Revenue
|
|
(4.4
|
)%
|
|
3.6
|
%
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||||||||
|
|
Amount
|
|
% of Total
Revenue
|
|
Amount
|
|
% of Total
Revenue
|
|
Amount
|
|
%
|
|||||||||
Product Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Diagnostics
|
|
$
|
1,123.6
|
|
|
34.9
|
%
|
|
$
|
1,165.1
|
|
|
38.1
|
%
|
|
$
|
(41.5
|
)
|
|
(3.6
|
)%
|
Breast Health
|
|
758.5
|
|
|
23.6
|
%
|
|
708.0
|
|
|
23.2
|
%
|
|
50.4
|
|
|
7.1
|
%
|
|||
Medical Aesthetics
|
|
278.4
|
|
|
8.7
|
%
|
|
178.3
|
|
|
5.8
|
%
|
|
100.1
|
|
|
56.1
|
%
|
|||
GYN Surgical
|
|
421.1
|
|
|
13.1
|
%
|
|
426.1
|
|
|
13.9
|
%
|
|
(5.0
|
)
|
|
(1.2
|
)%
|
|||
Skeletal Health
|
|
62.3
|
|
|
1.9
|
%
|
|
60.4
|
|
|
2.0
|
%
|
|
1.9
|
|
|
3.1
|
%
|
|||
|
|
$
|
2,643.9
|
|
|
82.2
|
%
|
|
$
|
2,538.0
|
|
|
83.0
|
%
|
|
$
|
105.9
|
|
|
4.2
|
%
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||||||||
|
|
Amount
|
|
% of Total
Revenue
|
|
Amount
|
|
% of Total
Revenue
|
|
Amount
|
|
%
|
|||||||||
Service and Other Revenues
|
|
$
|
574.0
|
|
|
17.8
|
%
|
|
$
|
520.8
|
|
|
17.0
|
%
|
|
$
|
53.2
|
|
|
10.2
|
%
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||||||||
|
|
Amount
|
|
% of Product
Revenue
|
|
Amount
|
|
% of Product
Revenue
|
|
Amount
|
|
%
|
|||||||||
Cost of Product Revenues
|
|
$
|
886.6
|
|
|
33.5
|
%
|
|
$
|
881.8
|
|
|
34.7
|
%
|
|
$
|
4.8
|
|
|
0.5
|
%
|
Amortization of Intangible Assets
|
|
319.4
|
|
|
12.1
|
%
|
|
297.1
|
|
|
11.7
|
%
|
|
22.3
|
|
|
7.5
|
%
|
|||
|
|
$
|
1,206.0
|
|
|
45.6
|
%
|
|
$
|
1,178.9
|
|
|
46.4
|
%
|
|
$
|
27.1
|
|
|
2.3
|
%
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||||||||
|
|
Amount
|
|
% of Service
and Other
Revenues
|
|
Amount
|
|
% of Service
and Other
Revenues
|
|
Amount
|
|
%
|
|||||||||
Cost of Service and Other Revenues
|
|
$
|
315.2
|
|
|
54.9
|
%
|
|
$
|
258.9
|
|
|
49.7
|
%
|
|
$
|
56.3
|
|
|
21.7
|
%
|
|
|
Years Ended
|
|||||||||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||||||||
|
|
Amount
|
|
% of Total
Revenue
|
|
Amount
|
|
% of Total
Revenue
|
|
Amount
|
|
%
|
|||||||||
Operating Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
|
$
|
218.7
|
|
|
6.8
|
%
|
|
$
|
232.8
|
|
|
7.6
|
%
|
|
$
|
(14.1
|
)
|
|
(6.1
|
)%
|
Selling and marketing
|
|
544.6
|
|
|
16.9
|
%
|
|
498.6
|
|
|
16.3
|
%
|
|
46.0
|
|
|
9.2
|
%
|
|||
General and administrative
|
|
366.1
|
|
|
11.4
|
%
|
|
343.3
|
|
|
11.2
|
%
|
|
22.8
|
|
|
6.6
|
%
|
|||
Amortization of intangible assets
|
|
59.3
|
|
|
1.8
|
%
|
|
62.5
|
|
|
2.0
|
%
|
|
(3.2
|
)
|
|
(5.1
|
)%
|
|||
Impairment of intangible assets
|
|
46.0
|
|
|
1.4
|
%
|
|
—
|
|
|
—
|
%
|
|
46.0
|
|
|
100.0
|
%
|
|||
Impairment of goodwill
|
|
685.7
|
|
|
21.3
|
%
|
|
—
|
|
|
—
|
%
|
|
685.7
|
|
|
100.0
|
%
|
|||
Gain on sale of business
|
|
—
|
|
|
—
|
%
|
|
(899.7
|
)
|
|
(29.4
|
)%
|
|
899.7
|
|
|
(100.0
|
)%
|
|||
Restructuring charges
|
|
14.2
|
|
|
0.4
|
%
|
|
13.3
|
|
|
0.4
|
%
|
|
0.9
|
|
|
6.8
|
%
|
|||
|
|
$
|
1,934.6
|
|
|
60.0
|
%
|
|
$
|
250.8
|
|
|
8.1
|
%
|
|
$
|
1,683.8
|
|
|
**
|
|
|
|
Years Ended
|
|||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Interest Expense
|
|
$
|
(148.7
|
)
|
|
$
|
(153.2
|
)
|
|
$
|
4.5
|
|
|
(2.9
|
)%
|
|
|
Years Ended
|
|||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
(Benefit) Provision for Income Taxes
|
|
$
|
(307.3
|
)
|
|
$
|
475.0
|
|
|
$
|
(782.3
|
)
|
|
(164.7
|
)%
|
|
|
Years Ended
|
|||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Total Revenues
|
|
$
|
1,147.4
|
|
|
$
|
1,197.1
|
|
|
$
|
(49.7
|
)
|
|
(4.2
|
)%
|
Operating Income
|
|
$
|
145.5
|
|
|
$
|
1,054.2
|
|
|
$
|
(908.7
|
)
|
|
(86.2
|
)%
|
Operating Income as a % of Segment Revenue
|
|
12.7
|
%
|
|
88.1
|
%
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Total Revenues
|
|
$
|
1,218.2
|
|
|
$
|
1,138.3
|
|
|
$
|
79.9
|
|
|
7.0
|
%
|
Operating Income
|
|
$
|
399.7
|
|
|
$
|
373.4
|
|
|
$
|
26.3
|
|
|
7.0
|
%
|
Operating Income as a % of Segment Revenue
|
|
32.8
|
%
|
|
32.8
|
%
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Total Revenues
|
|
$
|
339.1
|
|
|
$
|
207.5
|
|
|
$
|
131.6
|
|
|
63.4
|
%
|
Operating Loss
|
|
$
|
(844.7
|
)
|
|
$
|
(115.9
|
)
|
|
$
|
(728.8
|
)
|
|
**
|
|
Operating Loss as a % of Segment Revenue
|
|
(249.1
|
)%
|
|
(55.9
|
)%
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Total Revenues
|
|
$
|
422.0
|
|
|
$
|
427.1
|
|
|
$
|
(5.1
|
)
|
|
(1.2
|
)%
|
Operating Income
|
|
$
|
58.3
|
|
|
$
|
65.0
|
|
|
$
|
(6.7
|
)
|
|
(10.3
|
)%
|
Operating Income as a % of Segment Revenue
|
|
13.8
|
%
|
|
15.2
|
%
|
|
|
|
|
|
|
Years Ended
|
|||||||||||||
|
|
September 29, 2018
|
|
September 30, 2017
|
|
Change
|
|||||||||
|
|
Amount
|
|
Amount
|
|
Amount
|
|
%
|
|||||||
Total Revenues
|
|
$
|
91.2
|
|
|
$
|
88.8
|
|
|
$
|
2.4
|
|
|
2.7
|
%
|
Operating (Loss) Income
|
|
$
|
3.3
|
|
|
$
|
(6.5
|
)
|
|
$
|
9.8
|
|
|
(150.8
|
)%
|
Operating (Loss) Income as a % of Segment Revenue
|
|
3.6
|
%
|
|
(7.3
|
)%
|
|
|
|
|
•
|
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.
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
|
Total
|
||||||||||
Long-Term Debt Obligations
|
|
$
|
271.5
|
|
|
$
|
150.0
|
|
|
$
|
1,312.5
|
|
|
$
|
1,350.0
|
|
|
$
|
3,084.0
|
|
Interest on Long-Term Debt Obligations
|
|
111.4
|
|
|
216.6
|
|
|
174.7
|
|
|
105.4
|
|
|
608.1
|
|
|||||
Operating Leases
|
|
20.5
|
|
|
30.6
|
|
|
12.5
|
|
|
14.6
|
|
|
78.2
|
|
|||||
Capital Leases
|
|
2.8
|
|
|
5.8
|
|
|
6.0
|
|
|
11.4
|
|
|
26.0
|
|
|||||
Finance Leases (1)
|
|
3.0
|
|
|
6.1
|
|
|
5.7
|
|
|
8.1
|
|
|
22.9
|
|
|||||
Purchase Obligations (2)
|
|
111.0
|
|
|
27.6
|
|
|
6.6
|
|
|
1.5
|
|
|
146.7
|
|
|||||
Pension Obligations (3)
|
|
0.3
|
|
|
0.7
|
|
|
0.8
|
|
|
8.2
|
|
|
10.0
|
|
|||||
Total Contractual Obligations
|
|
$
|
520.5
|
|
|
$
|
437.4
|
|
|
$
|
1,518.8
|
|
|
$
|
1,499.2
|
|
|
$
|
3,975.9
|
|
(1)
|
The financing leases represent two leases for two separate manufacturing facilities, which were required to be recorded on our balance sheet under U.S. GAAP. See Note 13 to our consolidated financial statements contained in Item 15 of this Annual Report.
|
(2)
|
Purchase obligations primarily represent minimum purchase commitments for inventory and instruments and, to a lesser extent, other operating expense commitments.
|
(3)
|
Pension obligations do not include our obligation under our deferred compensation plans of $51.9 million at September 28, 2019, which is recorded as a current liability. Deferred compensation plan benefits are generally paid out at retirement or termination of employment.
|
•
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
/s/ Ernst & Young LLP
|
Boston, Massachusetts
|
November 27, 2019
|
Plan Category
|
|
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
|
|
Weighted-average
exercise price of
outstanding
options,
warrants and rights
(b) (2)
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c)
|
||||
Equity compensation plans approved by security holders (1)
|
|
9,195,293
|
|
|
$
|
35.23
|
|
|
7,032,927
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
Total
|
|
9,195,293
|
|
|
$
|
35.23
|
|
|
7,032,927
|
|
(1)
|
Includes 3,744,600 shares that are issuable upon restricted stock units (RSUs), performance stock units (PSUs) and market stock units (MSUs) vesting. The remaining balance consists of outstanding stock option grants.
|
(2)
|
The weighted average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs, PSUs and MSUs, which have no exercise price.
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by
Reference
|
|||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Filing Date/
Period End
Date
|
|
|
|
|
|
||||
|
|
|
|
||||
2.1
|
|
|
|
|
8-K
|
|
12/15/2016
|
|
|
|
|
|
|
|
|
2.2
|
|
|
|
|
8-K
|
|
02/14/2017
|
|
|
|
|
||||
2.3
|
|
|
|
8-K
|
|
11/20/2019
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
|
10-K
|
|
09/30/2017
|
|
|
|
|
|
||||
3.2
|
|
|
|
8-K
|
|
06/25/2019
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
Specimen Certificate for Shares of Hologic’s Common Stock (filed in paper format)
|
|
8-A
|
|
01/31/1990
|
|
|
|
|
||||
4.2
|
|
|
|
|
8-K
|
|
10/10/2017
|
|
|
|
|
|
|
|
|
4.3
|
|
|
|
8-K
|
|
10/10/2017
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
|
8-K
|
|
01/19/2018
|
|
|
|
|
|
|
|
|
|
4.5
|
|
|
|
8-K
|
|
01/19/2018
|
|
|
|
|
|
|
|
|
|
4.6
|
|
|
|
8-K
|
|
01/19/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by
Reference
|
|||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Filing Date/
Period End
Date
|
|
4.7
|
|
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
|
10-Q
|
|
03/25/2006
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
|
|
S-8
|
|
10/23/2007
|
|
|
|
|
|
|
|
|
|
10.3*
|
|
|
|
8-K
|
|
10/22/2007
|
|
|
|
|
|
|
|
|
|
10.4*
|
|
|
|
8-K
|
|
12/12/2008
|
|
|
|
|
|
|
|
|
|
10.5*
|
|
|
|
S-8
|
|
08/02/2012
|
|
|
|
|
|
|
|
|
|
10.6*
|
|
|
|
8-K
|
|
03/15/2018
|
|
|
|
|
|
|
|
|
|
10.7*
|
|
|
|
8-K
|
|
11/12/2013
|
|
|
|
|
|
|
|
|
|
10.8*
|
|
|
|
8-K
|
|
11/05/2014
|
|
|
|
|
|
|
|
|
|
10.9*
|
|
|
|
8-K
|
|
10/14/2015
|
|
|
|
|
|
|
|
|
|
10.10*
|
|
|
|
8-K
|
|
11/09/2016
|
|
|
|
|
|
|
|
|
|
10.11*
|
|
|
|
8-K
|
|
10/14/2015
|
|
|
|
|
|
|
|
|
|
10.12*
|
|
|
|
8-K
|
|
11/09/2016
|
|
|
|
|
|
|
|
|
|
10.13*
|
|
|
|
|
8-K
|
|
11/09/2017
|
|
|
|
|
|
|
|
|
10.14*
|
|
|
|
|
8-K
|
|
11/09/2017
|
|
|
|
|
|
|
|
|
10.15*
|
|
|
|
|
8-K
|
|
11/07/2018
|
|
|
|
|
|
|
|
|
10.16*
|
|
|
|
|
8-K
|
|
11/07/2018
|
|
|
|
|
|
|
|
|
10.17*
|
|
|
|
|
8-K
|
|
11/08/2019
|
|
|
|
|
|
|
|
|
10.18*
|
|
|
|
|
8-K
|
|
11/08/2019
|
|
|
|
|
|
|
|
|
10.19*
|
|
|
|
|
8-K
|
|
11/08/2019
|
|
|
|
|
|
|
|
|
10.20*
|
|
|
|
10-K
|
|
09/28/2013
|
|
|
|
|
|
|
|
|
|
10.21*
|
|
|
|
10-K
|
|
09/27/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by
Reference
|
|||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Filing Date/
Period End
Date
|
|
10.22*
|
|
|
|
10-K
|
|
09/28/2013
|
|
|
|
|
|
|
|
|
|
10.23*
|
|
|
|
10-K
|
|
09/28/2013
|
|
|
|
|
|
|
|
|
|
10.24*
|
|
|
|
10-K
|
|
09/27/2014
|
|
|
|
|
|
|
|
|
|
10.25*
|
|
|
|
10-K
|
|
09/28/2013
|
|
|
|
|
|
|
|
|
|
10.26*
|
|
|
|
8-K
|
|
03/04/2016
|
|
|
|
|
|
|
|
|
|
10.27*
|
|
|
|
8-K
|
|
11/07/2018
|
|
|
|
|
|
|
|
|
|
10.28*
|
|
|
|
8-K
|
|
12/16/2015
|
|
|
|
|
|
|
|
|
|
10.29*
|
|
|
|
10-K
|
|
09/28/2013
|
|
|
|
|
|
|
|
|
|
10.30*
|
|
|
|
8-K
|
|
03/06/2009
|
|
|
|
|
|
|
|
|
|
10.31*
|
|
|
|
10-Q
|
|
12/29/2012
|
|
|
|
|
|
|
|
|
|
10.32*
|
|
|
|
8-K
|
|
12/09/2013
|
|
|
|
|
|
|
|
|
|
10.33*
|
|
|
|
8-K
|
|
09/21/2015
|
|
|
|
|
|
|
|
|
|
10.34*
|
|
|
|
10-K
|
|
11/17/2016
|
|
|
|
|
|
|
|
|
|
10.35*
|
|
|
|
|
8-K
|
|
12/09/2013
|
|
|
|
|
|
|
|
|
10.36*
|
|
|
|
8-K
|
|
12/09/2013
|
|
|
|
|
|
|
|
|
|
10.37*
|
|
|
|
8-K
|
|
07/31/2018
|
|
|
|
|
|
|
|
|
|
10.38*
|
|
|
|
10-Q
|
|
06/28/2014
|
|
|
|
|
|
|
|
|
|
10.39*
|
|
|
|
10-K
|
|
09/27/2014
|
|
|
|
|
|
|
|
|
|
10.40*
|
|
|
|
10-K
|
|
09/30/2017
|
|
|
|
|
|
|
|
|
|
10.41*
|
|
|
|
10-Q
|
|
03/28/2015
|
|
|
|
|
|
|
|
|
|
10.42*
|
|
|
|
10-Q
|
|
03/28/2015
|
|
|
|
|
|
|
|
|
|
10.43*
|
|
|
|
10-Q
|
|
07/31/2019
|
|
|
|
|
|
|
|
|
|
10.44*
|
|
|
|
10-Q
|
|
07/31/2019
|
|
|
|
|
|
|
|
|
|
10.45
|
|
|
Facility Lease (Danbury) dated December 20, 1995 by and among Melvin J. Powers and Mary P. Powers D/B/A M&N Realty and Lorad (filed in paper format).
|
|
Trex Medical
Corporation S-1 |
|
03/29/1996
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by
Reference
|
|||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Filing Date/
Period End
Date
|
|
|
|
|
|
|
|
|
|
10.46
|
|
|
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
10.47
|
|
|
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
10.48
|
|
|
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
10.49
|
|
|
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
10.50
|
|
|
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
10.51
|
|
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
|
10.52
|
|
|
|
10-K
|
|
09/28/2002
|
|
|
|
|
|
|
|
|
|
10.53
|
|
|
|
10-K
|
|
09/29/2007
|
|
|
|
|
|
|
|
|
|
10.54
|
|
|
|
Cytyc
Corporation 10-K |
|
12/31/2003
|
|
|
|
|
|
|
|
|
|
10.55
|
|
|
|
|
10-K
|
|
09/30/2017
|
|
|
|
|
|
|
|
|
10.56
|
|
|
|
10-K
|
|
09/29/2007
|
|
|
|
|
|
|
|
|
|
10.57
|
|
|
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
10.58
|
|
|
|
|
Filed Herewith
|
|
|
|
|
|
|
|
|
|
|
10.59
|
|
|
|
10-Q
|
|
12/30/2017
|
|
|
|
|
|
|
|
|
|
10.60
|
|
|
|
10-K
|
|
09/29/2007
|
|
|
|
|
|
|
|
|
|
10.61
|
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
10.62
|
|
|
|
8-K
|
|
10/04/2017
|
|
|
|
|
|
|
|
|
|
10.63
|
|
|
|
8-K
|
|
12/18/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by
Reference
|
|||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
Filing Date/
Period End
Date
|
|
|
|
|
|
|
|
|
|
10.64
|
|
|
|
Gen-Probe
10-Q
|
|
09/30/2007
|
|
|
|
|
|
|
|
|
|
10.65
|
|
|
|
10-K
|
|
09/24/2016
|
|
|
|
|
|
|
|
|
|
10.66
|
|
|
|
10-K
|
|
09/24/2016
|
|
|
|
|
|
|
|
|
|
10.67
|
|
|
|
|
8-K
|
|
02/02/2017
|
|
|
|
|
|
|
|
|
10.68
|
|
|
|
|
10-Q
|
|
05/01/2019
|
|
|
|
|
|
|
|
|
21.1
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
|
Inline 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.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
104
|
|
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
|
Filed herewith
|
|
|
(3)
|
Certain portions of this exhibit are considered confidential and have been omitted as permitted under SEC rules and regulations.
|
(4)
|
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
|
HOLOGIC, INC.
|
||
|
|
|
By:
|
|
/S/ STEPHEN P. MACMILLAN
|
|
|
Stephen P. MacMillan
|
|
|
Chairman, President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/S/ STEPHEN P. MACMILLAN
|
|
Chairman, President and Chief Executive Officer (Principal Executive Officer)
|
|
November 27, 2019
|
STEPHEN P. MACMILLAN
|
|
|
||
|
|
|
||
/S/ KARLEEN M. OBERTON
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
November 27, 2019
|
KARLEEN M. OBERTON
|
|
|
||
|
|
|
|
|
/S/ BENJAMIN J. COHN
|
|
Vice President, Corporate Controller (Principal Accounting Officer)
|
|
November 27, 2019
|
BENJAMIN J. COHN
|
|
|
||
|
|
|
||
/S/ SALLY W. CRAWFORD
|
|
Lead Independent Director
|
|
November 27, 2019
|
SALLY W. CRAWFORD
|
|
|
||
|
|
|
||
/S/ CHARLES DOCKENDORFF
|
|
Director
|
|
November 27, 2019
|
CHARLES DOCKENDORFF
|
|
|
||
|
|
|
||
/S/ SCOTT T. GARRETT
|
|
Director
|
|
November 27, 2019
|
SCOTT T. GARRETT
|
|
|
||
|
|
|
||
/S/ LUDWIG N. HANTSON
|
|
Director
|
|
November 27, 2019
|
LUDWIG N. HANTSON
|
|
|
||
|
|
|
|
|
/S/ NAMAL NAWANA
|
|
Director
|
|
November 27, 2019
|
NAMAL NAWANA
|
|
|
||
|
|
|
||
/S/ CHRISTIANA STAMOULIS
|
|
Director
|
|
November 27, 2019
|
CHRISTIANA STAMOULIS
|
|
|
||
|
|
|
|
|
/S/ AMY M. WENDELL
|
|
Director
|
|
November 27, 2019
|
AMY M. WENDELL
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
||
|
|
|||
Consolidated Financial Statements
|
|
|
|
|
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
||
|
|
|
|
|
Income Taxes - Uncertain Tax Positions
|
Description of the Matter
|
|
As described in Note 9 to the consolidated financial statements, at September 28, 2019 the Company had $101.6 million in gross unrecognized tax benefits excluding interest. The Company is a party to many transactions in the ordinary course of business where the ultimate tax outcome is uncertain. To account for this uncertainty, the Company must determine whether each tax position’s technical merits are more-likely-than-not to be sustained in an audit by a taxing authority and then measure the amount of tax benefit that qualifies for recognition.
Auditing the recognition and measurement of uncertain tax positions requires significant auditor judgment because the determination of whether a tax position’s technical merits are more likely than not to be sustained in an audit is judgmental and is based on interpretations of tax laws and legal rulings. In addition, measuring the amount of tax benefit that qualifies for recognition for each uncertain tax position requires judgment in assessing the potential outcomes that could occur when a tax position undergoes an audit by a taxing authority.
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s processes to assess and measure uncertain tax positions, including management’s controls to determine if a tax position’s technical merits are more likely than not to be sustained in an audit and, if so, measure the amount of tax benefit that qualifies for recognition.
To test the Company’s assessment and measurement of uncertain tax positions, we involved our tax professionals to assess whether the uncertain tax positions identified by the Company are more-likely-than-not to be sustained upon audit and, if so, to assist in testing the assumptions made by the Company in measuring the amount of tax benefit that qualifies for recognition. Our procedures included, among others, assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. We also used our knowledge of, and experience with, the application of domestic and international income tax laws by the relevant income tax authorities to evaluate the Company’s assessments of whether the uncertain tax position is more-likely-than-not to be sustained and, if so, the potential outcomes that could occur upon an audit by a taxing authority. We tested the completeness and accuracy of the data and calculations used to determine the amount of tax benefit to recognize. We also compared the Company’s income tax disclosures included in Note 9 to the consolidated financial statements to disclosures required by the relevant accounting guidance.
|
|
|
|
|
|
Capital Product Revenue Recognition
|
Description of the Matter
|
|
As discussed in Note 3 to the consolidated financial statements, the Company generates product revenue from the sale of medical imaging systems, aesthetic treatment systems and diagnostic and surgical disposable products. The Company’s contracts for capital equipment sales generally have multiple performance obligations.
Auditing the timing and amount of revenue recognized for sales of capital equipment required significant auditor judgment because it involves several subjective management assumptions and estimates including the identification of performance obligations within the contracts, the estimation of the standalone selling price of each performance obligation, the allocation of transaction price to each performance obligation, and a determination of the point in time at which those performance obligations were satisfied.
|
|
|
|
How We Addressed the Matter in Our Audit
|
|
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s processes to account for capital product revenue recognition, including management’s controls over the identification of performance obligations in revenue contracts, the estimation of the standalone selling price for each performance obligation, the allocation of the transaction price to each performance obligation, and the determination of the point in time at which the Company transferred control of the promised items to the customer.
To test capital equipment revenue, we evaluated whether management’s revenue recognition policies are appropriate and in accordance with ASC 606 Revenue from Contracts with Customers. We tested management’s identification of the performance obligations and the allocation of transaction price to each performance obligation by performing an independent assessment, in comparison to the standard, on a sample of customer contracts and comparing our assessment to that of management. We tested management's estimated standalone selling prices for its identified performance obligations based on actual prices charged for similar products and services sold on a standalone basis. We also tested management’s assertion that control was transferred to the customer by inspecting documentation supporting the transfer of control on a sample of contracts. In addition, we performed other analytical procedures over product revenue and tested a higher volume of capital revenue transactions that occurred near the end of the fiscal year to evaluate accounting cut-off.
|
/s/ Ernst & Young LLP
|
Boston, Massachusetts
|
November 27, 2019
|
|
|
Years ended
|
||||||||||
|
|
September 28,
2019 |
|
September 29,
2018 |
|
September 30, 2017
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Product
|
|
$
|
2,771.3
|
|
|
$
|
2,643.9
|
|
|
$
|
2,538.0
|
|
Service and other
|
|
596.0
|
|
|
574.0
|
|
|
520.8
|
|
|||
|
|
3,367.3
|
|
|
3,217.9
|
|
|
3,058.8
|
|
|||
Costs of revenues:
|
|
|
|
|
|
|
||||||
Product
|
|
948.7
|
|
|
886.6
|
|
|
881.8
|
|
|||
Amortization of intangible assets
|
|
318.5
|
|
|
319.4
|
|
|
297.1
|
|
|||
Impairment of intangible assets and equipment
|
|
578.7
|
|
|
—
|
|
|
—
|
|
|||
Service and other
|
|
350.5
|
|
|
315.2
|
|
|
258.9
|
|
|||
Gross Profit
|
|
1,170.9
|
|
|
1,696.7
|
|
|
1,621.0
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
232.2
|
|
|
218.7
|
|
|
232.8
|
|
|||
Selling and marketing
|
|
564.9
|
|
|
544.6
|
|
|
498.6
|
|
|||
General and administrative
|
|
332.3
|
|
|
366.1
|
|
|
343.3
|
|
|||
Amortization of intangible assets
|
|
52.0
|
|
|
59.3
|
|
|
62.5
|
|
|||
Impairment of intangible assets and equipment
|
|
106.7
|
|
|
46.0
|
|
|
—
|
|
|||
Impairment of goodwill
|
|
—
|
|
|
685.7
|
|
|
—
|
|
|||
Gain on sale of business
|
|
—
|
|
|
—
|
|
|
(899.7
|
)
|
|||
Restructuring charges
|
|
6.6
|
|
|
14.2
|
|
|
13.3
|
|
|||
|
|
1,294.7
|
|
|
1,934.6
|
|
|
250.8
|
|
|||
(Income) loss from operations
|
|
(123.8
|
)
|
|
(237.9
|
)
|
|
1,370.2
|
|
|||
Interest income
|
|
4.6
|
|
|
6.3
|
|
|
3.8
|
|
|||
Interest expense
|
|
(140.8
|
)
|
|
(148.7
|
)
|
|
(153.2
|
)
|
|||
Debt extinguishment losses
|
|
(0.8
|
)
|
|
(45.9
|
)
|
|
(3.2
|
)
|
|||
Other income, net
|
|
3.1
|
|
|
7.6
|
|
|
12.9
|
|
|||
(Loss) income before income taxes
|
|
(257.7
|
)
|
|
(418.6
|
)
|
|
1,230.5
|
|
|||
(Benefit) provision for income taxes
|
|
(54.1
|
)
|
|
(307.3
|
)
|
|
475.0
|
|
|||
Net (loss) income
|
|
$
|
(203.6
|
)
|
|
$
|
(111.3
|
)
|
|
$
|
755.5
|
|
Net (loss) income per common share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.76
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
2.70
|
|
Diluted
|
|
$
|
(0.76
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
2.64
|
|
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
|
269,413
|
|
|
275,105
|
|
|
279,811
|
|
|||
Diluted
|
|
269,413
|
|
|
275,105
|
|
|
285,653
|
|
|
|
Years ended
|
||||||||||
|
|
September 28,
2019 |
|
September 29,
2018 |
|
September 30,
2017 |
||||||
Net (loss) income
|
|
$
|
(203.6
|
)
|
|
$
|
(111.3
|
)
|
|
$
|
755.5
|
|
Changes in foreign currency translation adjustment
|
|
(14.8
|
)
|
|
(8.1
|
)
|
|
7.6
|
|
|||
Changes in unrealized holding gains and losses on available-for-sale securities, net of tax of $0.2 in 2018 and $0.1 in 2017:
|
|
|
|
|
|
|
||||||
Gain recognized in accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|||
Loss (gain) reclassified from accumulated other
comprehensive loss to the statement of
operations
|
|
—
|
|
|
0.4
|
|
|
(2.4
|
)
|
|||
Changes in pension plans, net of taxes of $0.3 in 2019, ($0.6) in 2018, and $1.1 in 2017
|
|
(0.6
|
)
|
|
0.5
|
|
|
0.9
|
|
|||
Gain recognized, net of tax of $1.2 million in 2019 for interest rate swaps
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|||
Changes in value of hedged interest rate caps, net of tax of $1.1 in 2019, $(5.0) in 2018, and $0.6 in 2017
|
|
|
|
|
|
|
||||||
(Loss) gain recognized in other comprehensive (loss)
income, net
|
|
(8.0
|
)
|
|
(5.7
|
)
|
|
0.8
|
|
|||
Loss reclassified from accumulated other
comprehensive loss to the statement of operations,
net
|
|
3.1
|
|
|
3.6
|
|
|
6.9
|
|
|||
Other comprehensive (loss) income
|
|
(16.8
|
)
|
|
(9.3
|
)
|
|
16.1
|
|
|||
Comprehensive (loss) income
|
|
$
|
(220.4
|
)
|
|
$
|
(120.6
|
)
|
|
$
|
771.6
|
|
|
September 28,
2019 |
|
September 29,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
601.8
|
|
|
$
|
666.7
|
|
Accounts receivable, less reserves of $17.8 and $16.2, respectively
|
648.7
|
|
|
579.2
|
|
||
Inventories
|
444.9
|
|
|
384.1
|
|
||
Prepaid income taxes
|
34.9
|
|
|
31.7
|
|
||
Prepaid expenses and other current assets
|
62.8
|
|
|
61.5
|
|
||
Total current assets
|
1,793.1
|
|
|
1,723.2
|
|
||
Property, plant and equipment, net
|
470.9
|
|
|
478.2
|
|
||
Intangible assets, net
|
1,459.8
|
|
|
2,398.6
|
|
||
Goodwill
|
2,563.7
|
|
|
2,533.2
|
|
||
Other assets
|
154.6
|
|
|
97.7
|
|
||
Total assets
|
$
|
6,442.1
|
|
|
$
|
7,230.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
271.4
|
|
|
$
|
599.7
|
|
Accounts payable
|
186.5
|
|
|
192.2
|
|
||
Accrued expenses
|
430.9
|
|
|
436.1
|
|
||
Deferred revenue
|
179.5
|
|
|
172.9
|
|
||
Current portion of capital lease obligations
|
1.8
|
|
|
1.7
|
|
||
Total current liabilities
|
1,070.1
|
|
|
1,402.6
|
|
||
Long-term debt, net of current portion
|
2,783.6
|
|
|
2,704.6
|
|
||
Capital lease obligations, net of current portion
|
19.2
|
|
|
20.9
|
|
||
Deferred income tax liabilities
|
275.3
|
|
|
498.2
|
|
||
Deferred revenue
|
15.8
|
|
|
18.2
|
|
||
Other long-term liabilities
|
162.4
|
|
|
157.6
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
||||
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; 292,323 and 289,900 shares issued, respectively
|
2.9
|
|
|
2.9
|
|
||
Additional paid-in-capital
|
5,769.8
|
|
|
5,671.3
|
|
||
Accumulated deficit
|
(2,688.7
|
)
|
|
(2,494.0
|
)
|
||
Treasury stock, at cost – 24,638 and 19,812 shares, respectively
|
(926.0
|
)
|
|
(725.9
|
)
|
||
Accumulated other comprehensive loss
|
(42.3
|
)
|
|
(25.5
|
)
|
||
Total stockholders’ equity
|
2,115.7
|
|
|
2,428.8
|
|
||
Total liabilities and stockholders’ equity
|
$
|
6,442.1
|
|
|
$
|
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 24, 2016
|
|
285,015
|
|
|
2.9
|
|
|
5,560.3
|
|
|
(3,138.2
|
)
|
|
(32.3
|
)
|
|
7,289
|
|
|
(250.0
|
)
|
|
2,142.7
|
|
||||||
Exercise of stock options
|
|
1,427
|
|
|
—
|
|
|
33.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33.1
|
|
||||||
Vesting of restricted stock units, net of shares withheld for employee taxes
|
|
939
|
|
|
—
|
|
|
(19.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19.7
|
)
|
||||||
Common stock issued under the employee stock purchase plan
|
|
472
|
|
|
—
|
|
|
15.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.0
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
68.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68.2
|
|
||||||
Reclassification of liability award to equity
|
|
—
|
|
|
—
|
|
|
7.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.8
|
|
||||||
Reacquisition of equity component from convertible notes repurchase, net of taxes
|
|
—
|
|
|
—
|
|
|
(33.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.9
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
755.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
755.5
|
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
|
—
|
|
|
—
|
|
|
7.6
|
|
||||||
Adjustment to minimum pension liability, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,271
|
|
|
(200.1
|
)
|
|
(200.1
|
)
|
||||||
Unrealized gains on derivatives, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||||
Unrealized gains on marketable securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
2.3
|
|
||||||
Interest cost of interest rate cap reclassified to statement of operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
6.9
|
|
||||||
Net realized gains on marketable securities reclassified out of accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
||||||
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
|
|
795
|
|
|
—
|
|
|
17.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.3
|
|
||||||
Vesting of restricted stock units, net of shares withheld for employee taxes
|
|
804
|
|
|
—
|
|
|
(16.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.7
|
)
|
||||||
Common stock issued under the employee stock purchase plan
|
|
448
|
|
|
—
|
|
|
15.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15.6
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
65.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.0
|
|
||||||
Reacquisition of equity component from convertible notes repurchase, net of taxes
|
|
—
|
|
|
—
|
|
|
(40.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40.7
|
)
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111.3
|
)
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.1
|
)
|
|
—
|
|
|
—
|
|
|
(8.1
|
)
|
||||||
Adjustment to minimum pension liability, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,252
|
|
|
(275.8
|
)
|
|
(275.8
|
)
|
||||||
Unrealized losses on derivatives, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
||||||
Interest cost of interest rate cap reclassified to statement of operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
|
—
|
|
|
—
|
|
|
3.6
|
|
||||||
Net realized loss on marketable securities reclassified out of accumulated other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
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
|
|
1,304
|
|
|
—
|
|
|
32.8
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32.8
|
|
|||||||
Vesting of restricted stock units, net of shares withheld for employee taxes
|
|
645
|
|
|
—
|
|
|
(12.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.8
|
)
|
||||||
Common stock issued under the employee stock purchase plan
|
|
474
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
||||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
62.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62.0
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(203.6
|
)
|
||||||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.8
|
)
|
|
—
|
|
|
—
|
|
|
(14.8
|
)
|
||||||
Adjustment to minimum pension liability, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
||||||
Repurchase of common stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,826
|
|
|
(200.1
|
)
|
|
(200.1
|
)
|
||||||
Unrealized loss on derivatives, net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
|
—
|
|
|
—
|
|
|
(8.0
|
)
|
||||||
Unrealized gain on interest rate swap
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
||||||
Interest cost of interest rate cap reclassified to statement of operations
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
||||||
Balance at September 28, 2019
|
|
292,323
|
|
|
$
|
2.9
|
|
|
$
|
5,769.8
|
|
|
$
|
(2,688.7
|
)
|
|
$
|
(42.3
|
)
|
|
24,638
|
|
|
$
|
(926.0
|
)
|
|
$
|
2,115.7
|
|
|
Years ended
|
||||||||||
|
September 28,
2019 |
|
September 29,
2018 |
|
September 30,
2017 |
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(203.6
|
)
|
|
$
|
(111.3
|
)
|
|
$
|
755.5
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
92.5
|
|
|
101.6
|
|
|
89.6
|
|
|||
Amortization
|
370.6
|
|
|
378.7
|
|
|
359.6
|
|
|||
Non-cash interest expense
|
8.6
|
|
|
15.0
|
|
|
49.4
|
|
|||
Stock-based compensation expense
|
62.0
|
|
|
65.0
|
|
|
68.2
|
|
|||
Deferred income taxes and other non-cash taxes
|
(235.7
|
)
|
|
(477.3
|
)
|
|
(357.2
|
)
|
|||
Goodwill impairment charge
|
—
|
|
|
685.7
|
|
|
—
|
|
|||
Intangible asset and equipment impairment charges
|
685.4
|
|
|
46.0
|
|
|
—
|
|
|||
Fair value write-up of inventory sold
|
7.1
|
|
|
1.1
|
|
|
39.7
|
|
|||
Debt extinguishment losses
|
0.8
|
|
|
45.9
|
|
|
3.2
|
|
|||
Gain on sale of business
|
—
|
|
|
—
|
|
|
(899.7
|
)
|
|||
Other adjustments and non-cash items
|
18.1
|
|
|
8.7
|
|
|
3.2
|
|
|||
Changes in operating assets and liabilities, excluding the effect of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(76.5
|
)
|
|
(38.2
|
)
|
|
(41.5
|
)
|
|||
Inventories
|
(63.0
|
)
|
|
(50.6
|
)
|
|
(11.6
|
)
|
|||
Prepaid income taxes
|
(3.2
|
)
|
|
(9.4
|
)
|
|
(8.7
|
)
|
|||
Prepaid expenses and other assets
|
(6.0
|
)
|
|
(4.2
|
)
|
|
(2.4
|
)
|
|||
Accounts payable
|
(5.5
|
)
|
|
23.9
|
|
|
(10.6
|
)
|
|||
Accrued expenses and other liabilities
|
(16.5
|
)
|
|
53.8
|
|
|
(17.8
|
)
|
|||
Deferred revenue
|
14.4
|
|
|
(1.5
|
)
|
|
(10.6
|
)
|
|||
Net cash provided by operating activities
|
649.5
|
|
|
732.9
|
|
|
8.3
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Acquisition of businesses, net of cash acquired
|
(110.6
|
)
|
|
(76.5
|
)
|
|
(1,558.1
|
)
|
|||
Proceeds from sale of business
|
—
|
|
|
—
|
|
|
1,865.0
|
|
|||
Purchase of equity method investment in SSI
|
(18.2
|
)
|
|
—
|
|
|
—
|
|
|||
Loans to SSI
|
(28.4
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of property and equipment
|
(57.0
|
)
|
|
(58.4
|
)
|
|
(57.8
|
)
|
|||
Increase in equipment under customer usage agreements
|
(52.1
|
)
|
|
(47.2
|
)
|
|
(49.8
|
)
|
|||
Proceeds from sale of available-for-sale marketable securities
|
—
|
|
|
—
|
|
|
87.1
|
|
|||
Purchase of cost-method investment
|
(3.0
|
)
|
|
(6.0
|
)
|
|
—
|
|
|||
Purchase of intellectual property
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|||
Other activity
|
(6.9
|
)
|
|
(7.1
|
)
|
|
(0.6
|
)
|
|||
Net cash (used in) provided by investing activities
|
(280.7
|
)
|
|
(195.2
|
)
|
|
285.8
|
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from long-term debt
|
1,500.0
|
|
|
1,500.0
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(1,462.5
|
)
|
|
(1,359.4
|
)
|
|
(84.4
|
)
|
|||
Proceeds from senior notes
|
—
|
|
|
1,350.0
|
|
|
—
|
|
|||
Repayment of senior notes
|
—
|
|
|
(1,037.7
|
)
|
|
—
|
|
|||
Payments to extinguish convertible notes
|
—
|
|
|
(546.2
|
)
|
|
(396.2
|
)
|
|||
Payment of acquired long-term debt
|
(2.5
|
)
|
|
(3.3
|
)
|
|
—
|
|
|||
Proceeds from amounts borrowed under revolving credit line
|
480.0
|
|
|
1,150.0
|
|
|
345.0
|
|
|||
Repayment of amounts borrowed under revolving credit line
|
(780.0
|
)
|
|
(1,195.0
|
)
|
|
—
|
|
|||
Proceeds from accounts receivable securitization program
|
43.0
|
|
|
34.0
|
|
|
48.0
|
|
|||
Repayments under accounts receivable securitization program
|
(34.0
|
)
|
|
(9.0
|
)
|
|
(48.0
|
)
|
|||
Repurchase of common stock
|
(200.1
|
)
|
|
(275.8
|
)
|
|
(200.1
|
)
|
|||
Payment of debt issuance costs
|
(2.7
|
)
|
|
(23.5
|
)
|
|
—
|
|
|||
Payment of deferred acquisition consideration
|
(6.5
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of interest rate caps
|
(1.5
|
)
|
|
(3.7
|
)
|
|
(1.9
|
)
|
|||
Net proceeds from issuance of common stock under employee stock plans
|
49.8
|
|
|
33.2
|
|
|
49.0
|
|
|||
Payments under capital lease obligations
|
(1.7
|
)
|
|
(1.7
|
)
|
|
(0.9
|
)
|
|||
Payment of minimum tax withholdings on net share settlements of equity awards
|
(12.8
|
)
|
|
(16.7
|
)
|
|
(19.7
|
)
|
|||
Net cash used in financing activities
|
(431.5
|
)
|
|
(404.8
|
)
|
|
(309.2
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(2.2
|
)
|
|
(6.8
|
)
|
|
7.3
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(64.9
|
)
|
|
126.1
|
|
|
(7.8
|
)
|
|||
Cash and cash equivalents, beginning of period
|
666.7
|
|
|
540.6
|
|
|
548.4
|
|
|||
Cash and cash equivalents, end of period
|
$
|
601.8
|
|
|
$
|
666.7
|
|
|
$
|
540.6
|
|
|
|
Years ended
|
||||||||||
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||||
Cash paid during the period for income taxes
|
|
$
|
180.6
|
|
|
$
|
178.2
|
|
|
$
|
867.8
|
|
Cash paid during the period for interest
|
|
$
|
132.5
|
|
|
$
|
122.1
|
|
|
$
|
102.4
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Raw materials
|
|
$
|
166.1
|
|
|
$
|
134.9
|
|
Work-in-process
|
|
54.5
|
|
|
52.1
|
|
||
Finished goods
|
|
224.3
|
|
|
197.1
|
|
||
|
|
$
|
444.9
|
|
|
$
|
384.1
|
|
|
Estimated Useful Life
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Equipment
|
3–10 years
|
|
$
|
379.2
|
|
|
$
|
391.9
|
|
Equipment under customer usage agreements
|
3–8 years
|
|
435.5
|
|
|
399.6
|
|
||
Buildings and improvements
|
20–35 years
|
|
196.7
|
|
|
175.1
|
|
||
Leasehold improvements
|
Shorter of the Original Term of Lease
or Estimated Useful Life
|
|
61.7
|
|
|
63.0
|
|
||
Land
|
|
|
46.3
|
|
|
46.3
|
|
||
Furniture and fixtures
|
5–7 years
|
|
17.5
|
|
|
18.4
|
|
||
|
|
|
1,136.9
|
|
|
1,094.3
|
|
||
Less - accumulated depreciation and amortization
|
|
|
(666.0
|
)
|
|
(616.1
|
)
|
||
|
|
|
$
|
470.9
|
|
|
$
|
478.2
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
||||||||||||
Description
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
||||||||
Acquired intangible assets:
|
|
|
|
|
|
|
|
|
||||||||
Developed technology
|
|
$
|
3,927.7
|
|
|
$
|
2,654.8
|
|
|
$
|
4,573.3
|
|
|
$
|
2,505.8
|
|
In-process research and development
|
|
—
|
|
|
—
|
|
|
5.5
|
|
|
—
|
|
||||
Customer relationships
|
|
525.5
|
|
|
447.5
|
|
|
556.5
|
|
|
428.1
|
|
||||
Trade names
|
|
245.4
|
|
|
171.1
|
|
|
312.5
|
|
|
175.0
|
|
||||
Distribution agreement
|
|
2.5
|
|
|
—
|
|
|
42.0
|
|
|
8.0
|
|
||||
Non-competition agreements
|
|
1.4
|
|
|
0.9
|
|
|
1.5
|
|
|
0.5
|
|
||||
Business licenses
|
|
2.3
|
|
|
2.2
|
|
|
2.4
|
|
|
2.2
|
|
||||
Total acquired intangible assets
|
|
$
|
4,704.8
|
|
|
$
|
3,276.5
|
|
|
$
|
5,493.7
|
|
|
$
|
3,119.6
|
|
|
|
|
|
|
|
|
|
|
||||||||
Internal-use software
|
|
53.9
|
|
|
43.4
|
|
|
58.5
|
|
|
49.3
|
|
||||
Capitalized software embedded in products
|
|
27.9
|
|
|
6.9
|
|
|
19.6
|
|
|
4.3
|
|
||||
Total intangible assets
|
|
$
|
4,786.6
|
|
|
$
|
3,326.8
|
|
|
$
|
5,571.8
|
|
|
$
|
3,173.2
|
|
Fiscal 2020
|
$
|
295.5
|
|
Fiscal 2021
|
$
|
274.2
|
|
Fiscal 2022
|
$
|
263.8
|
|
Fiscal 2023
|
$
|
166.2
|
|
Fiscal 2024
|
$
|
143.1
|
|
|
Diagnostics
|
|
Breast Health
|
|
Medical Aesthetics
|
|
GYN Surgical
|
|
Skeletal Health
|
|
Total
|
||||||||||||
Balance at September 29, 2018
|
$
|
821.2
|
|
|
$
|
689.5
|
|
|
$
|
—
|
|
|
$
|
1,014.4
|
|
|
$
|
8.1
|
|
|
$
|
2,533.2
|
|
Faxitron acquisition adjustment
|
—
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
||||||
Focal acquisition
|
—
|
|
|
31.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31.1
|
|
||||||
Foreign currency and other adjustments
|
(2.0
|
)
|
|
(2.3
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(4.5
|
)
|
||||||
Balance at September 28, 2019
|
$
|
819.2
|
|
|
$
|
722.2
|
|
|
$
|
—
|
|
|
$
|
1,014.2
|
|
|
$
|
8.1
|
|
|
$
|
2,563.7
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Other Assets
|
|
|
|
|
||||
Life insurance contracts
|
|
$
|
44.6
|
|
|
$
|
44.2
|
|
Deferred tax assets
|
|
17.2
|
|
|
12.9
|
|
||
Cost-method equity investments
|
|
11.4
|
|
|
8.8
|
|
||
Equity-method investment and loans to SSI (note 4)
|
|
42.7
|
|
|
—
|
|
||
Other
|
|
38.7
|
|
|
31.8
|
|
||
|
|
$
|
154.6
|
|
|
$
|
97.7
|
|
|
Year Ended September 28, 2019
|
|
Year Ended September 29, 2018
|
||||||||||||||||||||||||||||||||||||
|
Foreign Currency Translation
|
|
Pension Plans
|
|
Hedged Interest Rate Caps
|
|
Hedged Interest Rate Swaps
|
|
Total
|
|
Foreign Currency Translation
|
|
Marketable Securities
|
|
Pension Plans
|
|
Hedged Interest Rate Caps
|
|
Total
|
||||||||||||||||||||
Beginning Balance
|
$
|
(26.6
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
2.2
|
|
|
$
|
—
|
|
|
$
|
(25.5
|
)
|
|
$
|
(18.5
|
)
|
|
$
|
(0.4
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
4.3
|
|
|
$
|
(16.2
|
)
|
Other comprehensive loss before reclassifications
|
(14.8
|
)
|
|
(0.6
|
)
|
|
(8.0
|
)
|
|
3.5
|
|
|
(19.9
|
)
|
|
(8.1
|
)
|
|
—
|
|
|
0.5
|
|
|
(5.7
|
)
|
|
(13.3
|
)
|
||||||||||
Charges (gains) reclassified to statement of operations
|
—
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
3.1
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
3.6
|
|
|
4.0
|
|
||||||||||
Ending Balance
|
$
|
(41.4
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
(2.7
|
)
|
|
$
|
3.5
|
|
|
$
|
(42.3
|
)
|
|
$
|
(26.6
|
)
|
|
$
|
—
|
|
|
$
|
(1.1
|
)
|
|
$
|
2.2
|
|
|
$
|
(25.5
|
)
|
|
Balance Sheet Location
|
|
September 28, 2019
|
|
September 29, 2018
|
|
|||
Assets:
|
|
|
|
|
|
||||
Derivative instruments designated as a cash flow hedge:
|
|
|
|
|
|
||||
Interest rate cap agreements
|
Prepaid expenses and other current assets
|
|
$
|
0.1
|
|
|
$
|
6.0
|
|
Interest rate cap agreements
|
Other assets
|
|
—
|
|
|
1.7
|
|
||
Interest rate swap contract
|
Other assets
|
|
$
|
4.7
|
|
|
$
|
—
|
|
|
|
|
$
|
4.8
|
|
|
$
|
7.7
|
|
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Forward foreign currency contracts
|
Prepaid expenses and other current assets
|
|
$
|
0.9
|
|
|
$
|
3.2
|
|
Foreign currency option contracts
|
Prepaid expenses and other current assets
|
|
2.0
|
|
|
—
|
|
||
|
|
|
$
|
2.9
|
|
|
$
|
3.2
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Forward foreign currency contracts
|
Accrued expenses
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
Year Ended
September 28, 2019 |
|
Year Ended
September 29, 2018 |
|
Year Ended
September 30, 2017 |
||||||
Amount of gain (loss) recognized in other comprehensive income (loss), net of taxes:
|
|
|
|
|
|
||||||
Interest rate swap
|
$
|
3.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate cap agreements
|
(8.0
|
)
|
|
(5.7
|
)
|
|
0.8
|
|
|||
Total
|
$
|
(4.5
|
)
|
|
$
|
(5.7
|
)
|
|
$
|
0.8
|
|
Derivatives not classified as hedging instruments
|
|
|
|
|
Location of Gain Recognized in Income
|
|||||||||
|
|
Year Ended
September 28, 2019 |
|
Year Ended
September 29, 2018 |
|
Year Ended
September 30, 2017 |
|
|
||||||
Forward foreign currency contracts
|
|
$
|
8.8
|
|
|
$
|
5.3
|
|
|
$
|
0.5
|
|
|
Other income, net
|
Foreign currency option contracts
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
Other income, net
|
|||
|
|
$
|
8.9
|
|
|
$
|
5.3
|
|
|
$
|
0.5
|
|
|
|
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Write-
offs and
Payments
|
|
Balance at
End of
Period
|
||||||||
Period Ended:
|
|
|
|
|
|
|
|
|
||||||||
September 28, 2019
|
|
$
|
16.2
|
|
|
$
|
4.4
|
|
|
$
|
(2.8
|
)
|
|
$
|
17.8
|
|
September 29, 2018
|
|
$
|
9.8
|
|
|
$
|
7.0
|
|
|
$
|
(0.6
|
)
|
|
$
|
16.2
|
|
September 30, 2017
|
|
$
|
12.7
|
|
|
$
|
1.8
|
|
|
$
|
(4.7
|
)
|
|
$
|
9.8
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
|||
Basic weighted average common shares outstanding
|
|
269,413
|
|
|
275,105
|
|
|
279,811
|
|
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock units
|
|
—
|
|
|
—
|
|
|
2,885
|
|
Incremental shares from convertible notes premium
|
|
—
|
|
|
—
|
|
|
2,957
|
|
Diluted weighted average common shares outstanding
|
|
269,413
|
|
|
275,105
|
|
|
285,653
|
|
Weighted-average anti-dilutive shares related to:
|
|
|
|
|
|
|
|||
Outstanding stock options and stock units
|
|
4,098
|
|
|
5,073
|
|
|
1,677
|
|
Convertible notes
|
|
—
|
|
|
703
|
|
|
12
|
|
|
|
Balance at
Beginning of
Period
|
|
Provisions
|
|
Settlements/
Adjustments
|
|
Balance at End
of Period
|
||||||||
Period ended:
|
|
|
|
|
|
|
|
|
||||||||
September 28, 2019
|
|
$
|
15.9
|
|
|
$
|
14.1
|
|
|
$
|
(16.1
|
)
|
|
$
|
13.9
|
|
September 29, 2018
|
|
$
|
17.0
|
|
|
$
|
18.3
|
|
|
$
|
(19.4
|
)
|
|
$
|
15.9
|
|
|
|
Year Ended September 28, 2019
|
|
Year Ended September 29, 2018
|
|
Year Ended September 30, 2017
|
||||||||||||||||||||||||
Business (in millions)
|
United States
|
Intl.
|
Total
|
|
United States
|
Intl.
|
Total
|
|
United States
|
Intl.
|
Total
|
|||||||||||||||||||
Diagnostics:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Cytology & Perinatal
|
$
|
312.9
|
|
$
|
159.1
|
|
$
|
472.0
|
|
|
$
|
322.9
|
|
$
|
157.4
|
|
$
|
480.3
|
|
|
$
|
329.3
|
|
$
|
147.8
|
|
$
|
477.1
|
|
|
Molecular Diagnostics
|
549.9
|
|
125.1
|
|
675.0
|
|
|
503.4
|
|
108.4
|
|
611.8
|
|
|
490.9
|
|
88.6
|
|
579.5
|
|
|||||||||
|
Blood Screening
|
58.5
|
|
—
|
|
58.5
|
|
|
55.3
|
|
—
|
|
55.3
|
|
|
99.0
|
|
41.5
|
|
140.5
|
|
|||||||||
Total
|
921.3
|
|
284.2
|
|
1,205.5
|
|
|
881.6
|
|
265.8
|
|
1,147.4
|
|
|
919.2
|
|
277.9
|
|
1,197.1
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Breast Health:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
Breast Imaging
|
853.1
|
|
241.5
|
|
1,094.6
|
|
|
782.0
|
|
234.5
|
|
1,016.5
|
|
|
777.5
|
|
184.7
|
|
962.2
|
|
|||||||||
|
Interventional Breast Solutions
|
184.8
|
|
34.8
|
|
219.6
|
|
|
169.4
|
|
32.3
|
|
201.7
|
|
|
152.6
|
|
23.5
|
|
176.1
|
|
|||||||||
Total
|
1,037.9
|
|
276.3
|
|
1,314.2
|
|
|
951.4
|
|
266.8
|
|
1,218.2
|
|
|
930.1
|
|
208.2
|
|
1,138.3
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Medical Aesthetics
|
155.4
|
|
160.2
|
|
315.6
|
|
|
172.4
|
|
166.7
|
|
339.1
|
|
|
103.0
|
|
104.5
|
|
207.5
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
GYN Surgical
|
362.8
|
|
74.4
|
|
437.2
|
|
|
352.8
|
|
69.2
|
|
422.0
|
|
|
367.2
|
|
59.9
|
|
427.1
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Skeletal Health
|
58.6
|
|
36.2
|
|
94.8
|
|
|
59.4
|
|
31.8
|
|
91.2
|
|
|
55.3
|
|
33.5
|
|
88.8
|
|
||||||||||
Total
|
$
|
2,536.0
|
|
$
|
831.3
|
|
$
|
3,367.3
|
|
|
$
|
2,417.6
|
|
$
|
800.3
|
|
$
|
3,217.9
|
|
|
$
|
2,374.8
|
|
$
|
684.0
|
|
$
|
3,058.8
|
|
|
|
Year Ended
|
||||||||
Geographic Regions (in millions)
|
|
September 28, 2019
|
September 29, 2018
|
September 30, 2017
|
||||||
United States
|
|
$
|
2,536.0
|
|
$
|
2,417.6
|
|
$
|
2,374.8
|
|
Europe
|
|
396.0
|
|
377.5
|
|
305.1
|
|
|||
Asia-Pacific
|
|
286.0
|
|
275.6
|
|
247.2
|
|
|||
Rest of World
|
|
149.3
|
|
147.2
|
|
131.7
|
|
|||
|
|
$
|
3,367.3
|
|
$
|
3,217.9
|
|
$
|
3,058.8
|
|
|
|
Year Ended
|
||||||||
Revenue by type (in millions)
|
|
September 28, 2019
|
September 29, 2018
|
September 30, 2017
|
||||||
Capital equipment, components and software
|
|
$
|
984.9
|
|
$
|
977.2
|
|
$
|
798.9
|
|
Consumables
|
|
1,786.4
|
|
1,666.7
|
|
1,739.1
|
|
|||
Service
|
|
568.3
|
|
551.8
|
|
484.2
|
|
|||
Other
|
|
27.7
|
|
22.2
|
|
36.6
|
|
|||
|
|
$
|
3,367.3
|
|
$
|
3,217.9
|
|
$
|
3,058.8
|
|
Cash
|
$
|
107.2
|
|
Marketable securities
|
82.9
|
|
|
Accounts receivable
|
40.2
|
|
|
Inventory
|
120.0
|
|
|
Property, plant and equipment
|
44.1
|
|
|
Other assets and liabilities, net
|
11.9
|
|
|
Accounts payable and accrued expenses
|
(76.6
|
)
|
|
Deferred revenue
|
(11.2
|
)
|
|
Capital lease obligation
|
(25.2
|
)
|
|
Identifiable intangible assets:
|
|
||
Developed technology
|
736.0
|
|
|
In-process research and development
|
107.0
|
|
|
Distribution agreement
|
42.0
|
|
|
Customer relationships
|
35.0
|
|
|
Trade names
|
74.0
|
|
|
Deferred income taxes, net
|
(315.2
|
)
|
|
Goodwill
|
685.7
|
|
|
Purchase Price
|
$
|
1,657.8
|
|
|
Year Ended
|
||
|
September 30, 2017
|
||
Revenue
|
$
|
3,241.4
|
|
Net income
|
$
|
768.5
|
|
Basic earnings per common share
|
$
|
2.75
|
|
Diluted earnings per common share
|
$
|
2.69
|
|
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
|
0.5
|
|
|
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
|
(12.7
|
)
|
|
Goodwill
|
31.1
|
|
|
Purchase Price
|
$
|
120.1
|
|
|
Fiscal 2019 Actions
|
|
Fiscal 2018 Actions
|
|
Fiscal 2017 Actions
|
|
Other
|
|
Total
|
||||||||||
Restructuring Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2017 charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Workforce reductions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
Facility closure costs
|
—
|
|
|
—
|
|
|
—
|
|
|
4.8
|
|
|
4.8
|
|
|||||
Fiscal 2017 restructuring charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
4.8
|
|
|
$
|
13.3
|
|
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
|
$
|
4.0
|
|
|
$
|
1.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5.4
|
|
Facility closure costs
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
1.4
|
|
|
1.2
|
|
|||||
Fiscal 2019 restructuring charges
|
$
|
4.0
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
6.6
|
|
|
Fiscal 2019 Actions
|
|
Fiscal 2018 Actions
|
|
Fiscal 2017 Actions
|
|
Previous Other Charges
|
|
Total
|
||||||||||
Rollforward of Accrued Restructuring
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance as of September 24, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6.3
|
|
|
$
|
6.3
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2017 restructuring charges
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8.5
|
|
|
$
|
4.8
|
|
|
$
|
13.3
|
|
Severance payments
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
(5.6
|
)
|
|
(6.6
|
)
|
|||||
Other payments
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
(1.5
|
)
|
|||||
Balance as of September 30, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7.5
|
|
|
$
|
4.0
|
|
|
$
|
11.5
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2018 restructuring charges
|
$
|
—
|
|
|
$
|
12.6
|
|
|
$
|
—
|
|
|
$
|
1.6
|
|
|
$
|
14.2
|
|
Stock-based compensation
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
Severance payments and adjustments
|
—
|
|
|
(6.8
|
)
|
|
(6.7
|
)
|
|
(0.2
|
)
|
|
(13.7
|
)
|
|||||
Other payments
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
(1.6
|
)
|
|||||
Balance as of September 29, 2018
|
$
|
—
|
|
|
$
|
4.3
|
|
|
$
|
0.8
|
|
|
$
|
4.0
|
|
|
$
|
9.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2019 restructuring charges
|
$
|
4.0
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
6.6
|
|
Severance payments and adjustments
|
(3.0
|
)
|
|
(3.9
|
)
|
|
(0.8
|
)
|
|
—
|
|
|
(7.7
|
)
|
|||||
Other payments
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
(1.6
|
)
|
|
(2.1
|
)
|
|||||
Balance as of September 29, 2018
|
$
|
1.0
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
5.9
|
|
|
September 28,
2019 |
|
September 29,
2018 |
||||
Current debt obligations, net of debt discount and deferred issuance costs:
|
|
|
|
||||
Term Loan
|
$
|
37.4
|
|
|
$
|
74.7
|
|
Revolver
|
—
|
|
|
300.0
|
|
||
Securitization Program
|
234.0
|
|
|
225.0
|
|
||
Total current debt obligations
|
271.4
|
|
|
599.7
|
|
||
Long-term debt obligations, net of debt discount and issuance costs:
|
|
|
|
||||
Term Loan
|
1,452.4
|
|
|
1,376.3
|
|
||
2025 Senior Notes
|
937.3
|
|
|
935.2
|
|
||
2028 Senior Notes
|
393.9
|
|
|
393.1
|
|
||
Total long-term debt obligations
|
2,783.6
|
|
|
2,704.6
|
|
||
Total debt obligations
|
$
|
3,055.0
|
|
|
$
|
3,304.3
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
2025 and Thereafter
|
|
Total
|
||||||||||||||
Term Loan
|
|
$
|
37.5
|
|
|
$
|
75.0
|
|
|
$
|
75.0
|
|
|
$
|
112.5
|
|
|
$
|
1,200.0
|
|
|
$
|
—
|
|
|
$
|
1,500.0
|
|
Securitization Program
|
|
234.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234.0
|
|
|||||||
2025 Senior Notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
950.0
|
|
|
950.0
|
|
|||||||
2028 Senior Notes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400.0
|
|
|
400.0
|
|
|||||||
|
|
$
|
271.5
|
|
|
$
|
75.0
|
|
|
$
|
75.0
|
|
|
$
|
112.5
|
|
|
$
|
1,200.0
|
|
|
$
|
1,350.0
|
|
|
$
|
3,084.0
|
|
•
|
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.
|
•
|
A $1.5 billion secured term loan to the Company with a maturity date of October 3, 2022; and
|
•
|
A secured revolving credit facility under which the Company could borrow up to $1.5 billion, subject to certain sublimits, with a maturity date of October 3, 2022.
|
|
Years Ended
|
||||||||
|
September 28, 2019
|
September 29, 2018
|
September 30, 2017
|
||||||
Interest expense (1)
|
$
|
67.0
|
|
$
|
60.8
|
|
$
|
42.3
|
|
Non-cash interest expense
|
$
|
2.6
|
|
$
|
2.6
|
|
$
|
4.2
|
|
Weighted average interest rate
|
3.79
|
%
|
3.23
|
%
|
2.39
|
%
|
|||
Interest rate at end of period
|
3.43
|
%
|
3.74
|
%
|
2.73
|
%
|
|
|
|
Years Ended
|
||||||||||||||||||||
|
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||||||||||||
|
Interest Rate
|
|
Interest Expense (1)
|
Non-Cash Interest Expense
|
|
Interest Expense (1)
|
Non-Cash Interest Expense
|
|
Interest Expense (1)
|
Non-Cash Interest Expense
|
|||||||||||||
2028 Senior Notes
|
4.625
|
%
|
|
$
|
19.2
|
|
$
|
0.7
|
|
|
$
|
13.3
|
|
$
|
0.5
|
|
|
$
|
—
|
|
$
|
—
|
|
2025 Senior Notes
|
4.375
|
%
|
|
43.5
|
|
2.1
|
|
|
34.7
|
|
1.6
|
|
|
—
|
|
—
|
|
||||||
2022 Senior Notes
|
5.250
|
%
|
|
—
|
|
—
|
|
|
21.2
|
|
1.5
|
|
|
57.3
|
|
3.9
|
|
||||||
Total
|
|
|
$
|
62.7
|
|
$
|
2.8
|
|
|
$
|
69.2
|
|
$
|
3.6
|
|
|
$
|
57.3
|
|
$
|
3.9
|
|
|
Years Ended
|
||||||
|
September 29,
2018 |
|
September 30,
2017 |
||||
Amortization of debt discount
|
$
|
3.5
|
|
|
$
|
17.9
|
|
Amortization of deferred financing costs
|
0.2
|
|
|
0.8
|
|
||
Principal accretion
|
1.6
|
|
|
15.6
|
|
||
Non-cash interest expense
|
5.3
|
|
|
34.3
|
|
||
2.00% accrued interest (cash)
|
1.8
|
|
|
6.7
|
|
||
|
$
|
7.1
|
|
|
$
|
41.0
|
|
•
|
Level 1—Inputs to the valuation methodology are quoted market prices for identical assets or liabilities.
|
•
|
Level 2—Inputs to the valuation methodology are other observable inputs, including quoted market prices for similar assets or liabilities and market-corroborated inputs.
|
•
|
Level 3—Inputs to the valuation methodology are unobservable inputs based on management’s best estimate of inputs market participants would use in pricing the asset or liability at the measurement date, including assumptions about risk.
|
|
|
|
Fair Value Measurements at September 28, 2019
|
||||||||||||
|
Carrying Value
|
|
Quoted Prices in
Active Market for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate caps - derivative
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
Interest rate swaps - derivative
|
4.7
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
||||
Foreign currency option contracts
|
2.0
|
|
|
—
|
|
|
2.0
|
|
|
—
|
|
||||
Forward foreign currency contracts
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
||||
Total
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
7.7
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
9.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9.1
|
|
Forward foreign currency contracts
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
||||
Total
|
$
|
9.2
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
9.1
|
|
|
|
|
Fair Value Measurements at September 29, 2018
|
||||||||||||
|
Carrying Value
|
|
Quoted Prices in
Active Market for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs (Level 2)
|
|
Significant
Unobservable
Inputs (Level 3)
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Interest rate caps - derivative
|
$
|
7.7
|
|
|
$
|
—
|
|
|
$
|
7.7
|
|
|
$
|
—
|
|
Forward foreign currency contracts
|
3.2
|
|
|
—
|
|
|
3.2
|
|
|
—
|
|
||||
Total
|
$
|
10.9
|
|
|
$
|
—
|
|
|
$
|
10.9
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
7.8
|
|
|
—
|
|
|
—
|
|
|
$
|
7.8
|
|
||
Forward foreign currency contracts
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||
Total
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
7.8
|
|
|
|
Years ended
|
||||||||||
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||||
Domestic
|
|
$
|
(174.3
|
)
|
|
$
|
(581.9
|
)
|
|
$
|
1,105.8
|
|
Foreign
|
|
(83.4
|
)
|
|
163.3
|
|
|
124.7
|
|
|||
|
|
$
|
(257.7
|
)
|
|
$
|
(418.6
|
)
|
|
$
|
1,230.5
|
|
|
|
Years ended
|
||||||||||
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||||
Federal:
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
142.9
|
|
|
$
|
137.1
|
|
|
$
|
701.1
|
|
Deferred
|
|
(189.9
|
)
|
|
(461.9
|
)
|
|
(276.9
|
)
|
|||
|
|
(47.0
|
)
|
|
(324.8
|
)
|
|
424.2
|
|
|||
State:
|
|
|
|
|
|
|
||||||
Current
|
|
22.1
|
|
|
11.0
|
|
|
53.1
|
|
|||
Deferred
|
|
(41.0
|
)
|
|
(11.3
|
)
|
|
(15.9
|
)
|
|||
|
|
(18.9
|
)
|
|
(0.3
|
)
|
|
37.2
|
|
|||
Foreign:
|
|
|
|
|
|
|
||||||
Current
|
|
16.5
|
|
|
21.9
|
|
|
13.9
|
|
|||
Deferred
|
|
(4.7
|
)
|
|
(4.1
|
)
|
|
(0.3
|
)
|
|||
|
|
11.8
|
|
|
17.8
|
|
|
13.6
|
|
|||
|
|
$
|
(54.1
|
)
|
|
$
|
(307.3
|
)
|
|
$
|
475.0
|
|
|
|
Years ended
|
|||||||
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
|||||
Income tax (benefit) provision at federal statutory rate
|
|
(21.0
|
)%
|
|
(24.5
|
)%
|
|
35.0
|
%
|
Increase (decrease) in tax resulting from:
|
|
|
|
|
|
|
|||
Domestic production activities deduction
|
|
—
|
|
|
(3.1
|
)
|
|
(1.7
|
)
|
State income taxes, net of federal benefit
|
|
(0.7
|
)
|
|
0.7
|
|
|
2.3
|
|
U.S. tax on foreign earnings
|
|
(2.1
|
)
|
|
0.1
|
|
|
—
|
|
Internal restructuring
|
|
(3.8
|
)
|
|
—
|
|
|
—
|
|
Non-deductible goodwill
|
|
—
|
|
|
39.4
|
|
|
9.2
|
|
Tax credits
|
|
(3.3
|
)
|
|
(1.9
|
)
|
|
(0.8
|
)
|
Tax reform
|
|
2.0
|
|
|
(82.7
|
)
|
|
—
|
|
Unrecognized tax benefits
|
|
(0.1
|
)
|
|
1.8
|
|
|
(1.4
|
)
|
Compensation
|
|
0.8
|
|
|
0.3
|
|
|
(0.5
|
)
|
Foreign rate differential
|
|
(5.4
|
)
|
|
(5.2
|
)
|
|
(2.6
|
)
|
Change in deferred tax rate
|
|
—
|
|
|
1.2
|
|
|
0.2
|
|
Change in valuation allowance
|
|
9.5
|
|
|
(0.5
|
)
|
|
(1.5
|
)
|
Other
|
|
3.1
|
|
|
1.0
|
|
|
0.4
|
|
|
|
(21.0
|
)%
|
|
(73.4
|
)%
|
|
38.6
|
%
|
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Deferred tax assets
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
34.5
|
|
|
$
|
30.9
|
|
Capital losses
|
|
6.4
|
|
|
6.5
|
|
||
Non-deductible accruals
|
|
24.7
|
|
|
30.7
|
|
||
Non-deductible reserves
|
|
22.7
|
|
|
22.1
|
|
||
UK intangible assets
|
|
25.4
|
|
|
—
|
|
||
Stock-based compensation
|
|
20.9
|
|
|
24.0
|
|
||
Research and other credits
|
|
14.8
|
|
|
13.3
|
|
||
Nonqualified deferred compensation plan
|
|
12.9
|
|
|
12.3
|
|
||
Other temporary differences
|
|
17.8
|
|
|
11.5
|
|
||
|
|
180.1
|
|
|
151.3
|
|
||
Less: valuation allowance
|
|
(60.7
|
)
|
|
(25.5
|
)
|
||
|
|
$
|
119.4
|
|
|
$
|
125.8
|
|
Deferred tax liabilities
|
|
|
|
|
||||
Depreciation and amortization
|
|
$
|
(373.0
|
)
|
|
$
|
(606.6
|
)
|
Debt discounts and deferrals
|
|
(4.5
|
)
|
|
(4.5
|
)
|
||
|
|
$
|
(377.5
|
)
|
|
$
|
(611.1
|
)
|
|
|
$
|
(258.1
|
)
|
|
$
|
(485.3
|
)
|
|
|
2019
|
|
2018
|
||||
Balance at beginning of fiscal year
|
|
$
|
89.5
|
|
|
$
|
90.3
|
|
Tax positions related to current year:
|
|
|
|
|
||||
Additions
|
|
22.7
|
|
|
9.0
|
|
||
Reductions
|
|
—
|
|
|
—
|
|
||
Tax positions related to prior years:
|
|
|
|
|
||||
Additions related to change in estimate
|
|
—
|
|
|
6.6
|
|
||
Reductions
|
|
(4.8
|
)
|
|
(15.4
|
)
|
||
Payments
|
|
—
|
|
|
—
|
|
||
Lapses in statutes of limitations
|
|
(5.8
|
)
|
|
(1.4
|
)
|
||
Acquired tax positions:
|
|
|
|
|
||||
Additions related to reserves acquired from acquisitions
|
|
—
|
|
|
0.4
|
|
||
Balance as of the end of the fiscal year
|
|
$
|
101.6
|
|
|
$
|
89.5
|
|
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cost of revenues
|
|
$
|
7.1
|
|
|
$
|
8.3
|
|
|
$
|
10.7
|
|
Research and development
|
|
9.2
|
|
|
9.5
|
|
|
11.2
|
|
|||
Selling and marketing
|
|
10.2
|
|
|
10.3
|
|
|
11.9
|
|
|||
General and administrative
|
|
35.5
|
|
|
35.6
|
|
|
34.4
|
|
|||
Restructuring
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|||
|
|
$
|
62.0
|
|
|
$
|
65.0
|
|
|
$
|
68.2
|
|
|
|
Years ended
|
||||||||||
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||||
Options granted (in millions)
|
|
1.0
|
|
|
1.7
|
|
|
1.0
|
|
|||
Weighted-average exercise price
|
|
$
|
41.36
|
|
|
$
|
40.76
|
|
|
$
|
38.07
|
|
Weighted-average grant date fair value
|
|
$
|
13.54
|
|
|
$
|
12.98
|
|
|
$
|
12.33
|
|
Assumptions:
|
|
|
|
|
|
|
||||||
Risk-free interest rates
|
|
3.0
|
%
|
|
2.1
|
%
|
|
1.8
|
%
|
|||
Expected life (in years)
|
|
4.8
|
|
|
4.7
|
|
|
4.7
|
|
|||
Expected volatility
|
|
34.3
|
%
|
|
35.3
|
%
|
|
36.6
|
%
|
|||
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Number
of Shares (in millions)
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual Life
(in Years)
|
|
Aggregate
Intrinsic
Value (in millions)
|
|||||
Options outstanding at September 29, 2018
|
|
6.0
|
|
|
$
|
32.13
|
|
|
5.9
|
|
$
|
53.3
|
|
Granted
|
|
1.0
|
|
|
41.36
|
|
|
|
|
|
|||
Canceled/ forfeited
|
|
(0.2
|
)
|
|
36.04
|
|
|
|
|
|
|||
Exercised
|
|
(1.3
|
)
|
|
25.35
|
|
|
|
|
26.1
|
|
||
Options outstanding at September 28, 2019
|
|
5.5
|
|
|
$
|
35.23
|
|
|
6.1
|
|
$
|
78.4
|
|
Options exercisable at September 28, 2019
|
|
2.7
|
|
|
$
|
30.58
|
|
|
4.2
|
|
$
|
52.2
|
|
Options vested and expected to vest at September 28, 2019 (1)
|
|
5.4
|
|
|
$
|
35.20
|
|
|
6.1
|
|
$
|
78.1
|
|
(1)
|
This represents the number of vested stock options as of September 28, 2019 plus the unvested outstanding options at September 28, 2019 expected to vest in the future, adjusted for estimated forfeitures.
|
Non-vested Shares
|
|
Number of
Shares
(in millions)
|
|
Weighted-Average
Grant-Date Fair
Value
|
|||
Non-vested at September 29, 2018
|
|
2.7
|
|
|
$
|
40.02
|
|
Granted
|
|
1.1
|
|
|
42.25
|
|
|
Vested
|
|
(1.1
|
)
|
|
37.28
|
|
|
Forfeited
|
|
(0.2
|
)
|
|
41.23
|
|
|
Non-vested at September 28, 2019
|
|
2.5
|
|
|
$
|
42.17
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
|||
Assumptions:
|
|
|
|
|
|
|
|||
Risk-free interest rates
|
|
2.27
|
%
|
|
1.62
|
%
|
|
0.72
|
%
|
Expected life (in years)
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
Expected volatility
|
|
27.1
|
%
|
|
25.0
|
%
|
|
24.9
|
%
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
Fiscal 2020
|
$
|
3.0
|
|
Fiscal 2021
|
3.0
|
|
|
Fiscal 2022
|
3.1
|
|
|
Fiscal 2023
|
3.2
|
|
|
Fiscal 2024
|
2.5
|
|
|
Thereafter
|
8.1
|
|
|
Total minimum payments
|
22.9
|
|
|
Less-amount representing interest
|
(12.5
|
)
|
|
Total
|
$
|
10.4
|
|
Fiscal 2020
|
$
|
2.8
|
|
Fiscal 2021
|
2.8
|
|
|
Fiscal 2022
|
3.0
|
|
|
Fiscal 2023
|
3.0
|
|
|
Fiscal 2024
|
3.0
|
|
|
Thereafter
|
11.4
|
|
|
Total minimum lease payments
|
$
|
26.0
|
|
Less-amount representing interest
|
(5.0
|
)
|
|
Present value of obligations under capital lease
|
$
|
21.0
|
|
Current portion of capital lease obligations
|
1.8
|
|
|
Capital lease obligations, net of current portion
|
$
|
19.2
|
|
Fiscal 2020
|
111.0
|
|
|
Fiscal 2021
|
17.2
|
|
|
Fiscal 2022
|
10.5
|
|
|
Fiscal 2023
|
4.7
|
|
|
Fiscal 2024
|
2.0
|
|
|
Thereafter
|
1.6
|
|
|
Total
|
$
|
147.0
|
|
Fiscal 2020
|
$
|
20.5
|
|
Fiscal 2021
|
17.3
|
|
|
Fiscal 2022
|
13.3
|
|
|
Fiscal 2023
|
6.6
|
|
|
Fiscal 2024
|
5.9
|
|
|
Thereafter
|
14.6
|
|
|
Total
|
$
|
78.2
|
|
Fiscal 2020
|
$
|
1.6
|
|
Fiscal 2021
|
0.6
|
|
|
Fiscal 2022
|
0.6
|
|
|
Fiscal 2023
|
0.6
|
|
|
Fiscal 2024
|
0.5
|
|
|
Thereafter
|
0.6
|
|
|
Total
|
$
|
4.5
|
|
|
Years Ended
|
||
|
September 30, 2017
|
||
Income from operations
|
$
|
45.8
|
|
Assets:
|
|
September 28, 2019
|
||
Cash
|
|
$
|
11.1
|
|
Accounts Receivable
|
|
62.1
|
|
|
Inventory
|
|
84.6
|
|
|
Prepaid expenses and other current assets
|
|
4.9
|
|
|
Property, plant, and equipment
|
|
14.1
|
|
|
Intangible assets
|
|
60.6
|
|
|
Other assets
|
|
4.9
|
|
|
Total assets held-for-sale
|
|
$
|
242.3
|
|
|
|
|
||
Liabilities:
|
|
|
||
Accounts payable
|
|
$
|
15.0
|
|
Accrued expenses
|
|
28.3
|
|
|
Deferred revenue
|
|
15.9
|
|
|
Deferred income tax liabilities
|
|
22.4
|
|
|
Capital lease obligations
|
|
20.9
|
|
|
Total liabilities held-for-sale
|
|
$
|
102.5
|
|
|
|
|
|
|
Years ended
|
||||||||||
|
|
September 28,
2019 |
|
September 29,
2018 |
|
September 30,
2017 |
||||||
Total revenues:
|
|
|
|
|
|
|
||||||
Diagnostics
|
|
$
|
1,205.5
|
|
|
$
|
1,147.4
|
|
|
$
|
1,197.1
|
|
Breast Health
|
|
1,314.2
|
|
|
1,218.2
|
|
|
1,138.3
|
|
|||
Medical Aesthetics
|
|
315.6
|
|
|
339.1
|
|
|
207.5
|
|
|||
GYN Surgical
|
|
437.2
|
|
|
422.0
|
|
|
427.1
|
|
|||
Skeletal Health
|
|
94.8
|
|
|
91.2
|
|
|
88.8
|
|
|||
|
|
$
|
3,367.3
|
|
|
$
|
3,217.9
|
|
|
$
|
3,058.8
|
|
Operating (loss) income:
|
|
|
|
|
|
|
||||||
Diagnostics
|
|
$
|
163.1
|
|
|
$
|
145.5
|
|
|
$
|
1,054.2
|
|
Breast Health
|
|
399.3
|
|
|
399.7
|
|
|
373.4
|
|
|||
Medical Aesthetics
|
|
(781.2
|
)
|
|
(844.7
|
)
|
|
(115.9
|
)
|
|||
GYN Surgical
|
|
99.2
|
|
|
58.3
|
|
|
65.0
|
|
|||
Skeletal Health
|
|
(4.2
|
)
|
|
3.3
|
|
|
(6.5
|
)
|
|||
|
|
$
|
(123.8
|
)
|
|
$
|
(237.9
|
)
|
|
$
|
1,370.2
|
|
Depreciation and amortization:
|
|
|
|
|
|
|
||||||
Diagnostics
|
|
$
|
246.6
|
|
|
$
|
257.3
|
|
|
$
|
278.9
|
|
Breast Health
|
|
36.8
|
|
|
22.7
|
|
|
19.7
|
|
|||
Medical Aesthetics
|
|
91.4
|
|
|
108.1
|
|
|
54.2
|
|
|||
GYN Surgical
|
|
87.7
|
|
|
91.6
|
|
|
95.7
|
|
|||
Skeletal Health
|
|
0.6
|
|
|
0.6
|
|
|
0.7
|
|
|||
|
|
$
|
463.1
|
|
|
$
|
480.3
|
|
|
$
|
449.2
|
|
Capital expenditures:
|
|
|
|
|
|
|
||||||
Diagnostics
|
|
$
|
59.2
|
|
|
$
|
57.7
|
|
|
$
|
50.9
|
|
Breast Health
|
|
18.3
|
|
|
14.8
|
|
|
12.0
|
|
|||
Medical Aesthetics
|
|
7.0
|
|
|
9.4
|
|
|
7.3
|
|
|||
GYN Surgical
|
|
15.7
|
|
|
13.1
|
|
|
15.2
|
|
|||
Skeletal Health
|
|
1.2
|
|
|
3.3
|
|
|
1.2
|
|
|||
Corporate
|
|
7.7
|
|
|
7.3
|
|
|
21.0
|
|
|||
|
|
$
|
109.1
|
|
|
$
|
105.6
|
|
|
$
|
107.6
|
|
|
|
September 28,
2019 |
|
September 29,
2018 |
|
September 30,
2017 |
||||||
Identifiable assets:
|
|
|
|
|
|
|
||||||
Diagnostics
|
|
$
|
2,276.6
|
|
|
$
|
2,442.9
|
|
|
$
|
2,621.6
|
|
Breast Health
|
|
1,127.8
|
|
|
972.4
|
|
|
824.0
|
|
|||
Medical Aesthetics
|
|
159.3
|
|
|
913.3
|
|
|
1,751.2
|
|
|||
GYN Surgical
|
|
1,328.6
|
|
|
1,414.9
|
|
|
1,494.6
|
|
|||
Skeletal Health
|
|
27.3
|
|
|
30.3
|
|
|
25.5
|
|
|||
Corporate
|
|
1,522.5
|
|
|
1,457.1
|
|
|
1,262.7
|
|
|||
|
|
$
|
6,442.1
|
|
|
$
|
7,230.9
|
|
|
$
|
7,979.6
|
|
|
|
Years ended
|
|||||||
|
|
September 28,
2019 |
|
September 29,
2018 |
|
September 30,
2017 |
|||
United States
|
|
75.3
|
%
|
|
75.1
|
%
|
|
77.6
|
%
|
Europe
|
|
11.8
|
%
|
|
11.7
|
%
|
|
10.0
|
%
|
Asia-Pacific
|
|
8.5
|
%
|
|
8.6
|
%
|
|
8.1
|
%
|
Rest of world
|
|
4.4
|
%
|
|
4.6
|
%
|
|
4.3
|
%
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||
United States
|
|
$
|
355.5
|
|
|
$
|
366.5
|
|
|
$
|
368.1
|
|
Costa Rica
|
|
33.0
|
|
|
30.9
|
|
|
30.1
|
|
|||
Europe
|
|
64.4
|
|
|
62.0
|
|
|
57.1
|
|
|||
Rest of world
|
|
18.0
|
|
|
18.8
|
|
|
17.5
|
|
|||
|
|
$
|
470.9
|
|
|
$
|
478.2
|
|
|
$
|
472.8
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Accrued Expenses
|
|
|
|
|
||||
Compensation and employee benefits
|
|
$
|
223.4
|
|
|
$
|
196.0
|
|
Income and other taxes
|
|
56.1
|
|
|
57.2
|
|
||
Other
|
|
151.4
|
|
|
182.9
|
|
||
|
|
$
|
430.9
|
|
|
$
|
436.1
|
|
|
|
September 28, 2019
|
|
September 29, 2018
|
||||
Other Long-Term Liabilities
|
|
|
|
|
||||
Reserve for income tax uncertainties
|
|
$
|
106.8
|
|
|
$
|
92.6
|
|
Accrued lease obligation—long-term
|
|
33.7
|
|
|
35.5
|
|
||
Pension liabilities
|
|
10.2
|
|
|
9.9
|
|
||
Other
|
|
11.7
|
|
|
19.6
|
|
||
|
|
$
|
162.4
|
|
|
$
|
157.6
|
|
|
||||||||||||
Change in Benefit Obligation
|
|
Years ended
|
||||||||||
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||||
Benefit obligation at beginning of year
|
|
$
|
(9.7
|
)
|
|
$
|
(9.9
|
)
|
|
$
|
(11.0
|
)
|
Service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Interest cost
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|||
Plan participants’ contributions
|
|
|
|
|
—
|
|
|
—
|
|
|||
Actuarial gain (loss)
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|
1.5
|
|
|||
Foreign exchange gain
|
|
0.6
|
|
|
0.2
|
|
|
(0.6
|
)
|
|||
Benefits paid
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|||
Benefit obligation at end of year
|
|
(10.0
|
)
|
|
(9.7
|
)
|
|
(9.9
|
)
|
|||
Plan assets
|
|
|
|
|
—
|
|
|
—
|
|
|||
Benefit obligation at end of year
|
|
$
|
(10.0
|
)
|
|
$
|
(9.7
|
)
|
|
$
|
(9.9
|
)
|
Components of Net Periodic Benefit Cost
|
|
Years ended
|
||||||||||
September 28, 2019
|
|
September 29, 2018
|
|
September 30, 2017
|
||||||||
Service cost
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost
|
|
0.2
|
|
|
0.2
|
|
|
0.1
|
|
|||
Expected return on plan assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amortization of prior service cost
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Recognized net actuarial gain
|
|
0.1
|
|
|
0.1
|
|
|
0.4
|
|
|||
Net periodic benefit cost
|
|
$
|
0.3
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
Weighted-Average Net Periodic Benefit Cost Assumptions
|
|
2019
|
|
2018
|
|
2017
|
|||
Discount rate
|
|
1.10
|
%
|
|
1.95
|
%
|
|
2.15
|
%
|
Expected return on plan assets
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Rate of compensation increase
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
|
||
2020
|
$
|
0.3
|
|
2021
|
$
|
0.3
|
|
2022
|
$
|
0.4
|
|
2023
|
$
|
0.4
|
|
2024
|
$
|
0.4
|
|
2025 to 2029
|
$
|
2.0
|
|
|
|
2019
|
||||||||||||||
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||||
Total revenue
|
|
$
|
830.7
|
|
|
$
|
818.4
|
|
|
$
|
852.4
|
|
|
$
|
865.8
|
|
Gross profit
|
|
434.1
|
|
|
42.4
|
|
|
444.8
|
|
|
249.5
|
|
||||
Net income (loss) (1)
|
|
98.6
|
|
|
(272.6
|
)
|
|
93.9
|
|
|
(123.5
|
)
|
||||
Diluted net income (loss) per common share
|
|
$
|
0.36
|
|
|
$
|
(1.01
|
)
|
|
$
|
0.35
|
|
|
$
|
(0.46
|
)
|
|
|
2018
|
||||||||||||||
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||||
Total revenue
|
|
$
|
791.1
|
|
|
$
|
789.3
|
|
|
$
|
824.0
|
|
|
$
|
813.5
|
|
Gross profit
|
|
$
|
424.5
|
|
|
$
|
415.1
|
|
|
$
|
436.0
|
|
|
$
|
421.1
|
|
Net income (loss) (2)
|
|
$
|
406.7
|
|
|
$
|
(681.4
|
)
|
|
$
|
112.9
|
|
|
$
|
50.5
|
|
Diluted net income (loss) per common share
|
|
$
|
1.45
|
|
|
$
|
(2.46
|
)
|
|
$
|
0.41
|
|
|
$
|
0.18
|
|
(1)
|
Net loss in the second quarter of fiscal 2019 included intangible asset and equipment impairment charges of $443.8 million. Net loss in the fourth quarter of fiscal 2019 included intangible asset and equipment impairment charges of $241.6 million.
|
(2)
|
Net income in the first quarter of fiscal 2018 included the impact of implementing tax reform, which resulted in a provisional net tax benefit of $329.2 million. Net loss in the second quarter of fiscal 2018 included a goodwill impairment charge of $685.7 million, an in-process research and development intangible asset charge of $46.0 million and a debt extinguishment loss of $44.9 million. Net income in the fourth quarter of fiscal 2018 included a litigation settlement charge of $34.8 million.
|
|
|
|
HOLOGIC, INC.
|
||
|
|
|
By:
|
|
/s/ GLENN P. MUIR
|
Name:
|
|
Glenn P. Muir
|
Title:
|
|
Vice President
|
|
|
|
HOLOGIC, INC.
|
||
|
|
|
By:
|
|
/s/ Glenn P. Muir
|
Name:
|
|
Glenn P. Muir
|
Title:
|
|
Executive Vice President
|
|
|
|
HOLOGIC, INC.
|
||
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By:
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/s/ Glenn P. Muir
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Name: Glenn P. Muir
Title: Executive Vice President
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•
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before the stockholder becomes an interested stockholder, the corporation’s board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder;
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•
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after the transaction which results in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the corporation’s outstanding voting stock; or
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•
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on or subsequent to such date, the business combination is approved by the corporation’s board of directors and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least 66 2/3% of the corporation’s outstanding voting stock that is not owned by the interested stockholder.
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1.
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In Section 1.1 (vi) of the Lease, the word “November” shall be deemed deleted and replaced with the word "December”.
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2.
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In Section 1.1 (xxxi) of the Lease, the words “November 1, 1996” shall be deemed deleted and replaced with the words "December 1, 1996".
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3.
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In the fourth line of Section 2.2 of the Lease, the words “March 1, 1996” shall be deemed deleted and replaced with the words “April 1, 1996”.
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4.
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Except as hereby expressly modified, the Lease shall remain in full force and effect upon the terms and conditions therein contained.
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5.
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This Agreement is made under and shall be construed in accordance with the laws of the state of Connecticut.
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2.
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Premises. In consideration of the rents and upon the terms, conditions, covenants and agreements set forth in the Lease, Landlord has leased that certain property known as 37 Apple Ridge Road, in the Town of Danbury, County of Fairfield, and State of Connecticut and more particularly described on Schedule A attached hereto and made a part hereof together with all buildings and improvements located thereon (the "Leased Premises").
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3.
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Term. The initial term of the Lease commenced on December 18, 1996, and terminates on December 31, 2012. If Tenant exercises either or both of the Renewal Options described in the Lease, the first Renewal Term shall commence on January 1, 2013 and terminate on December 31, 2017, and the second Renewal Term shall commence on January 1, 2018 and terminate on December 31, 2022. The date of execution of the Lease is December 26, 1995. The Lease was amended by a First Addendum to Lease Agreement dated March 1, 1996, a Second Addendum to Lease Agreement dated as of April 1, 1996, a Third Addendum to Lease Agreement dated as of May 1, 1996, and a Fourth Addendum to Agreement of Lease dated as of the date hereof.
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4.
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Landlord' s Name and Address. The name and address of Landlord are:
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5.
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Tenant's Address. The address of Tenant as stated in the Lease is:
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6.
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Extension or Renewal of Term. Pursuant to the terms of the Lease, Tenant has two (2) consecutive options to extend the term of the Lease for an additional period of five (5) years each.
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7.
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Option to Purchase. The Lease contains no option or other right to purchase the Leased Premises.
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8.
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Lease on File. Executed copies of the Lease are on file at the Tenant's and Landlord's offices.
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a.
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First Renewal Term: [*******].
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b.
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Second Renewal Term: [*******].
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4.
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Lessee hereby surrenders that portion of the Leased Premises designated in Section
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•
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[*******]
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•
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[*******]
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•
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[*******]
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•
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[*******]
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1.
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Whereas ZONA FRANCA COYOL, as Lessor entered into a Lease Agreement on April 23rd 2007 (“Lease Agreement”), according to which the Lessor will built and lease to Lessee a manufacturing facility and office building, with an approximate construction area of 15,269 square meters [fifteen thousand two hundred and sixty nine square meters], the “Premises”; located in Lessor's' property located in Alajuela, registered in the National Registry as property number 2- 426607- 000, with a total registered area of one million seventy two thousand eight hundred and ninety nine square meters and two decimeters square meters, cadastral map recorded at the Cadastral Office of the National Registry number A- 1093438- 2006, hereinafter identified as the “Overall Land”.2. Whereas on August, 2007, the Lessor executed a Trust Agreement, and the Overall Land was
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2.
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Whereas, according to the Lease Agreement, the Lessor had to, (i) perform all work (“Lessor's Premises Work”} necessary to deliver the Premises to the Lessee in the condition described in the plans and specifications listed on Exhibit Five and Exhibit One to the Lease Agreement, and (»} perform all work (“Lessor's Common Area Work”) necessary to complete the common areas of the Zona Franca Coyol Park (the “Park”) in the conditions described on the plans and specifications listed on Exhibit Six to the Lease Agreement. Lessor's Premises Work and Lessor's Common Area Work collectively referred in the Lease Agreement and hereinafter as “Lessor's Work”;
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3.
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Whereas according to provision 2.02 B of the Lease Agreement, Lessor shall deliver Lessor's Work to Lessee in three Phases (i.e. Phase I, H and HI). The Timing and Scope Works required for the completion of Lessor's Deliveries for each phase were established in Exhibit Seven to the Lease Agreement.
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4.
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Whereas Lessor was not able to achieve the Delivery Dates established in Exhibit Seven to the Lease Agreement and therefore, requested Lessee an extension to the Delivery Dates,
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5.
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Whereas Lessor was not able to deliver to Lessee, as of today, all necessary Lessor Common Area Works and services, established in the Lease Agreement in the conditions established therein, and therefore Lessor proposed Lessee to accept a partial delivery of Lessors Work, hereinafter referred as “Phase HI A”; and a new date for the delivery of all Lessor's Work according to Exhibits One, Five, Six and Seven of the Lease Agreement, hereinafter referred as “Phase HI B”;
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6.
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Whereas Lessor, by means of its letter dated January 18, 2008, notified Lessee that Lessor had modified Exhibit 6 to the Lease Agreement, in accordance with Section 2.02 of the Lease.
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7.
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Whereas, Lessee, by means of a letter dated January 28, 2008, expressed its rejection to such Exhibit 6 amendment claiming that such changes adversely and materially affect Lessee's interests and implied a downgrading of the common Works and services that were offered to Lessee and were used as reference to establish the monthly rent of the Lease Agreement.
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8.
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Whereas, in consideration of Lessees' aforementioned rejection notice, Parties agreed that Exhibit 6 wilt remain as originally negotiated, i.e. as it was prepared and attached to the Lease Agreement, exception made of the modifications contained in Exhibit A to this Amendment.
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9.
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Whereas the Trustor and the Main Beneficiary of the Trust Agreement have instructed Banco Cuscatlán de Costa Rica, S. A. as a Trustee to enter into this Amendment, and all parties acknowledge that Banco Cuscatlán de Costa Rica, S. A. will act in accordance with the instructions received by the Main Beneficiary and Zona Franca Coyol S.A., and expressly agree that Banco Cuscatlán de Costa Rica, S. A. enters into the present Agreement acting solely as trustee of the Trust.
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•
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[*******]
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•
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[*******]
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•
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[*******].
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a)
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[*******] per month for every square meter of the Manufacturing facility, that has an area of twelve thousand square meters,
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b)
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[*******] per month for every square meter of the External Offices, that have an area of eight hundred and eighty four square meters,
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c)
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[*******] per month for every square meter of a Cafeteria, that has an area of eight hundred and eighty five square meters;
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d)
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[*******]per month for every square meter of an interior Mezzanine structure; and
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3.02
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Performance Bond, Security Deposit and Guarantee of Compliance.
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BANCO CUSCATLÁN
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Per: [Signature]
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Date: July, 14th 2008
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1.
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Whereas, ZONA FRANCA COYOL, as Lessor entered into a Lease Agreement on April 23rd 2007 (“Lease Agreement”), according to which the Lessor would build and lease to Lessee a manufacturing facility and office building, the “Premises”.
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2.
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Whereas, on August, 2007, the Lessor executed a Trust Agreement, and the Premises were transferred to Banco Cuscatlan de Costa Rica, S. A. in trust, through the so called Zona Franca Coyol / Citibank / Cuscatlan / Two thousand and seven Guaranty Trust (“Trust Agreement”);
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3.
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Whereas, on July 22nd, 2008, Parties entered into the First Amendment to the Lease, in order to, among other things, amend Sections 2.02 A and B, 2.05, and Section 3 of the Lease.
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4.
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Whereas, as a consequence of Lessee Changes duly evidenced by Change Orders # 1 to 7, 9 to 15, 17 to 19, 21, and 22, there was an [*******] in the cost of Lessor's Work in the Premises of a [*******].
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5.
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Whereas, in accordance with Section 2.04 of the Lease, Parties wish to mutually agree on the form and method of payment by Lessee to Lessor of such [*******] of Lessor's Work as part of the Rent.
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I.
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Capitalized Terms
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II.
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Amendment to Section 3.01 “Rent, Fees”
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III.
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Prevailing clauses:
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IV.
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Acceptance by the Trustee.
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1.
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Effective Date. Except where expressly stated to the contrary herein, the terms and conditions of this First Amendment shall be deemed effective as of the date set forth above (the "Effective Date").
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2.
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Status of Lease. Tenant and Landlord hereby represents and warrants that it is currently in possession of the Premises and acknowledges, agrees and confirms that the Lease is valid and presently in full force and effect.
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3.
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Completion of all Landlord Work. Etc. Tenant hereby acknowledges, agrees and confirms that all leasehold improvements and previous work to be performed and documentation to be provided and allowances to be paid by Landlord under the Lease, including without limitation, pursuant to Sections 1 and 15 and Exhibits B and K of the original Lease, have been substantially and satisfactorily completed, provided, paid or waived (as applicable) including all punch list items (if any) and Landlord has delivered the Premises to Tenant and Tenant has accepted possession of the same.
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4.
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Rentable Square Feet of Building. The references in Section l(A) and Section 4(F) of the Lease to the amount of rentable square feet of the Building are hereby changed from “175,763 sf “ to "176,020 sf."
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5.
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Tenant 's Proportionate Share. Tenant's Proportionate Share as set forth in Section 4(F) of the Lease is hereby changed from “82.8%f “ to “82.68%.”
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6.
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Term. The term of the Lease is hereby extended until February 29, 2024 (the "Expiration Date").
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7.
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Base Rent. Tenant shall continue to pay Base Rent through December 31, 2016 as set forth in Section 3 of the Lease, unaffected by this First Amendment. Notwithstanding the foregoing, so long as Tenant is not then in Default under the Lease, as defined in Section 33 of the Lease, beyond any applicable cure period, each of the monthly payments of Base Rent for each of October, November and December, 2016 shall be offset by a credit in the amount of [*******] for a total credit of [*******], but Tenant's obligation to pay Additional Rent and all other sums payable hereunder shall continue unabated. Effective as of January 1, 2017, Base Rent shall be paid as follows:
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8.
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Option to Extend. The first sentence of Section 7 of the Lease is hereby revised to indicate that Tenant shall have the right and option to extend the term of the Lease for only one (1) additional period of five (5) years, commencing on the expiration of the original term as extended by this First Amendment.
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9.
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Right of First Offer. Tenant's Right of First Offer as set forth in Section 8 of the Lease is hereby terminated and said Section 8 is hereby deleted in its entirety. Accordingly all references to "Right of First Offer" and "ROFO Space" contained in the Lease, including without limitation, the following specific Lease provisions are also hereby deleted:
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a.
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Section 4(A)(2) in its entirety;
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b.
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Section l 4(A)(ii) in its entirety;
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c.
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The last sentence of Section l 9(D);
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d.
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The third sentence of Section 20(A); and
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e.
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The second and third sentences of Section 21.
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10.
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Tenant Work and Tenant 1mprovement Allowance.
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a.
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Landlord agrees to provide Tenant with an allowance (the "Tenant Improvement Allowance") of up to the aggregate amount of [*******] for its actual costs incurred which are directly related to the work set forth on the Tenant Improvements Work Letter (the "Tenant Improvements Work Letter") attached hereto as Exhibit A and incorporated herein (the "Tenant Work").
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b.
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Prior to commencement of the Tenant Work, Tenant shall: (i) obtain and submit to Landlord for its review and approval, complete plans and specifications for the Tenant Work which comply with all applicable governmental and municipal laws, codes and regulations, are sufficiently detailed, and substantially comport with the Tenant Work Letter ("Tenant's Plans"), and which shall not be materially modified after such approval without Landlord's prior written consent; (ii) procure and deliver to Landlord upon request, copies of a building permit and all other permits, licenses or approvals from all governmental authorities as are necessary to commence, conduct and complete the Tenant Work; (iii) provide Landlord upon request, with a list of all contractors, subcontractors and materialmen to be utilized by Tenant for the Tenant Work and copies of any construction or architect's contracts relating to the Tenant Work; (iv) cause each contractor and subcontractor to carry workmen's compensation insurance in statutory amounts covering all the contractor's and subcontractor's employees, and commercial general liability insurance and property damage insurance with such limits as Landlord may reasonably require but in no event less than the amounts set forth in Section 25 of the Lease, all such insurance to be written by properly licensed companies as provided in Section 25 of the Lease and insuring Landlord, Manager and Tenant as well as the contractors and subcontractors (as applicable), and to deliver to Landlord certificates evidencing all such insurance.
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c.
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Once commenced, Tenant shall diligently proceed in good faith and use commercially reasonable efforts to complete the Tenant Work as soon as practicable. Tenant shall cause the Tenant Work to be: (i) be made in accordance with Tenant's Plans approved by Landlord; (ii) constructed in a good and workmanlike manner using only first-class quality materials; and (iii) conducted in accordance with all applicable permits, licenses and approvals and all applicable governmental and municipal laws, codes, ordinances and regulations and otherwise in accordance with the terms and provisions of this Lease, including without limitation, Section 14, to the extent not inconsistent with the terms of this First Amendment.
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d.
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[*******].
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e.
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Tenant shall provide Landlord with at least forty-eight (48) hours advance notice of any planned shut-down of utilities associated with the Tenant Work (if any) and will coordinate the same so as to minimize any disruption of other tenants at the Property.
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f.
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Landlord and its representatives shall have the right at any time, without prior notice to Tenant, during the construction process to enter the Premises and observe the performance of the Tenant Work and Tenant shall take all such actions with respect thereto as Landlord may, in its good faith determination, deem advisable from time to time to assure that the Tenant Work and the manner of performance thereof shall not be injurious to the Building or the Base Building Systems (as herein defined) and shall otherwise be in accordance with Tenant's Plans and in compliance with the provisions of the Lease. "Base Building Systems" shall mean: (i) any mechanical, electrical or plumbing system or component of the Building (including the Premises); (ii) the exterior of the Building; (iii) the Building HVAC distribution system; (iv) any fire safety prevention/suppression system; and (v) any structural element or component of the Building.
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g.
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Tenant shall not permit any mechanics' liens, or similar liens, to remain upon the Premises, the Building or the Property for labor or material furnished to Tenant or claimed to have been furnished to Tenant in connection with the Tenant Work and shall cause any such lien to be released of record forthwith without cost to Landlord. Tenant shall also periodically collect interim lien waivers from contractors, subcontractors, materialmen, architects, engineers or other parties which furnished labor, materials or other services related to the Tenant Work, and if requested by Landlord, shall promptly provide Landlord with copies of the same. Notice is hereby given that Landlord shall not be liable for any labor or materials furnished or to be furnished to Tenant upon credit, and that no mechanic's or other lien for any such labor or materials shall attach to or affect the reversion or other estate or interest of Landlord in and to the Premises, the Building or the Property.
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h.
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To the maximum extent this agreement may be made effective, and in addition to Tenant's indemnity obligations set forth elsewhere in the Lease Tenant, hereby agrees to indemnify, defend and save Landlord harmless from and against any and all loss, cost, penalties, liabilities, damages and claims (including, without limitation, reasonable attorney's fees) arising from any act, omission or negligence of Tenant or Tenant's contractor or its subcontractors or their licensees, agents, servants or employees arising from the performance of the Tenant Work caused to any person or to the property of any person, the Building or the Property. This indemnity shall, to the maximum extent this agreement may be effective, also extend to all loss, cost, penalties, liability, damage, and claims of whatever nature asserted against the Landlord arising out of the use or occupancy or passage or travel in, over or upon, the Building or the Property by Tenant or by any person claiming by, through or under Tenant including, without limitation, Tenant's contractor, subcontractors and their respective agents, employees, contractors and customers or arising out of any delivery to or service supplied to the Premises or on account of or based on anything whatsoever done at the Building or the Property by any of them including, without limitation, any loss, cost, damages or claims sustained or incurred by Landlord as the direct result of any tenant of the Property claiming breach of the covenant of quiet enjoyment or an interference with ongoing business operations as the result of the Tenant Work. The indemnity contained in this subsection shall include indemnity against all cost, expenses, and liabilities incurred in or in connection with any such claim or proceeding brought thereon and the defense thereof with counsel reasonably approved by the
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i.
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In addition to and without limitation of any other right or remedy provided to Landlord pursuant to the Lease, at law or in equity, and in the event that (i) Tenant's contractor shall fail or refuse to continue to perform the Tenant Work for any reason or (ii) Tenant's contractor shall abandon the project and cease performing the Tenant Work for more than ten (10) consecutive Business Days or (iii) all or any portion of the Tenant's Work is not performed strictly in accordance with Tenant's Plans, then, in any such case, Landlord shall have the right, but not the obligation, and upon ten (10) days' notice to Tenant, to complete the Tenant Work (at Landlord 's option with or without Tenant's contractor) in accordance with Tenant's Plans at the sole cost and expense of Tenant. In the event that Landlord shall exercise such right, Tenant agrees to pay Landlord forthwith upon demand all such sums incurred by Landlord in so completing the Tenant Work together with interest thereon at a rate equal to three percent (3.0%) over the WSJ prime rate then in effect (but in no event, more than the maximum rate permitted under Massachusetts law) as an additional charge hereunder.
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k.
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Upon completion of the Tenant Work, Tenant shall provide to Landlord: (i) copies of all invoices mark as paid; (ii) copies of final lien waivers from Tenant's contractor and all subcontractors and materialmen; (iii) a copy of a certificate of occupancy from the City of Marlborough (if applicable) or other evidence satisfactory to Landlord that the City of Marlborough has signed-off and approved the completion of the Tenant Work; and (iv) any other information or documentation reasonably requested by Landlord to evidence lien-free completion of the Tenant Work and payment of all of the costs and expenses thereof (collectively, the "Completion Documentation"). Within Thirty (30) days of Landlord's receipt of the Completion Documentation, Landlord shall issue payment to Tenant in an amount equal to the actual and verifiable cost of the Tenant Work not to exceed the Tenant Improvement Allowance.
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11.
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Mechanic's Lien. The following is added to the end of Section 23 of the Lease:
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12.
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Notices. The Notice addresses for Landlord contained in Section 37 of the Lease are hereby deleted and replaced with the following:
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13.
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Brokerage. Landlord and Tenant each warrant and represent to the other that it has had no dealings with any real estate broker or agent in connection with this First Amendment, and that that it knows of no real estate broker or agent who is entitled to a commission in connection herewith. Tenant agrees to indemnify, defend and hold Landlord harmless from and against any and all claims, demand, losses, liabilities, lawsuits, judgments, costs and expenses (including without limitation, reasonable attorneys' fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any real estate broker or agent occurring by, through or under Tenant.
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14.
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Reaffirmation of Lease. Landlord and Tenant each reaffirms the Lease as hereby amended, and all terms and conditions of the Lease, including all defined terms, except as specifically amended by this First Amendment, shall have the same meaning and remain in full force and effect. No covenant or condition of the Lease shall be deemed waived by any action or non-action in the past. In the event of a conflict between the terms and conditions of this First Amendment and the Lease, the terms and conditions of this First Amendment shall control.
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15.
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Execution; Copies. This First Amendment and any documents executed or initialed in connection herewith may be executed in multiple counterparts, which together shall be construed to be a single document. Any one or more counterpart signature pages may be removed from one counterpart hereof and annexed to another counterpart of hereof to form a completely executed original instrument without impairing the legal effect of the signatures thereon. This First Amendment may be transmitted between the parties by facsimile machine or electronic mail and
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/s/ Philip Blix
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By: /s/ David A. Agger
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/s/ Lori M. Nickerson
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By: /s/ Ed Zielinski
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Subsidiaries of Hologic
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Jurisdiction of Incorporation or Organization
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Beijing Century Jinbai Technology Co., Ltd.
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China
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Beijing Hologic Technology Co., Ltd.
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China
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Benassar Diagnostica-Equipamientos Medicos Unipessoal, Lda.
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Portugal
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BioLucent, LLC
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Delaware
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Bioptics, Inc.
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Arizona
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Cynosure B.V.
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Netherlands
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Cynosure Finance Limited
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Bermuda
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Cynosure France SARL
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France
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Cynosure GmbH
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Germany
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Cynosure K.K.
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Japan
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Cynosure Korea Limited
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Korea
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Cynosure, LLC
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Delaware
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Cynosure Maroc SARL
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Morocco
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Cynosure Mexico, S. de R.L. de C.V.
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Mexico
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Cynosure Portugal, Unipessoal, Limitada
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Portugal
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Cynosure Pty Ltd
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Australia
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Cynosure Spain S.L.
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Spain
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Cynosure UK LTD
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United Kingdom
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Cytyc Cayman Limited
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Cayman Islands
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Cytyc Corporation
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Delaware
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Cytyc Prenatal Products Corp.
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Delaware
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Cytyc Surgical Products, LLC
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Massachusetts
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Direct Radiography Corp.
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Delaware
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Emsor, Sociedad de responsabilidad limitada
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Spain
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Faxitron Bioptics, LLC
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Delaware
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Focal Therapeutics, Inc.
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|
Delaware
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Gen-Probe Incorporated
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|
Delaware
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Gen-Probe Prodesse, Inc.
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Wisconsin
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Gen-Probe Sales & Service, Inc.
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Delaware
|
Hologic (Australia & New Zealand) Pty Ltd.
|
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Australia
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Hologic (Australia & New Zealand) Pty Ltd.
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New Zealand
|
Hologic (MA), LLC
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|
Massachusetts
|
Hologic ASE, LLC
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|
Delaware
|
Hologic Asia, Limited
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|
Hong Kong
|
Hologic Asia Pacific Limited
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|
Hong Kong
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Hologic Austria GmbH
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Austria
|
Hologic BVBA
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Belgium
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Hologic Canada ULC
|
|
Canada
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Hologic Caribbean (Barbados) SRL
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|
Barbados
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Hologic Denmark ApS
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Denmark
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Hologic Deutschland GmbH
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|
Germany
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Hologic Espana S.A.
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|
Spain
|
Hologic Europe Middle East and Africa, S.A.
|
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Switzerland
|
Hologic Finance Ltd.
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|
Bermuda
|
Subsidiaries of Hologic
|
|
Jurisdiction of Incorporation or Organization
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Hologic France SARL
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France
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Hologic GGO 1, LLC
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|
Delaware
|
Hologic GGO 2, LLC
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|
Delaware
|
Hologic GGO 3 LLP
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|
United Kingdom
|
Hologic GGO 4 LTD
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|
United Kingdom
|
Hologic GGO 5, LLC
|
|
Delaware
|
Hologic Global Holding LTD
|
|
United Kingdom
|
Hologic Hitec-Imaging GmbH
|
|
Germany
|
Hologic Holdings Limited
|
|
United Kingdom
|
Hologic HUB LTD
|
|
United Kingdom
|
Hologic Iberia, S.L.
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|
Spain
|
Hologic India LLP
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|
India
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Hologic International Holdings B.V.
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|
Netherlands
|
Hologic IP LTD
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|
United Kingdom
|
Hologic Ireland Limited
|
|
Ireland
|
Hologic Italia S.r.l.
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|
Italy
|
Hologic Japan KK
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|
Japan
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Hologic Latin America (Servicos Em Marketing E Negocios) Ltda.
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|
Brazil
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Hologic Ltd.
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|
United Kingdom
|
Hologic Malaysia SDN. BHD.
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|
Malaysia
|
Hologic Medical Technologies (Beijing) Co., Ltd.
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|
China
|
Hologic Medicor GmbH
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|
Germany
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Hologic Medicor Suisse GmbH
|
|
Switzerland
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Hologic Middle East, Dubai
|
|
United Arab Emirates
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Hologic Netherlands B.V.
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|
Netherlands
|
Hologic SA
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|
France
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Hologic (Shanghai) Medical Supplies Co., Ltd.
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|
China
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Hologic Singapore Pte. Ltd
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|
Singapore
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Hologic Suisse SA
|
|
Switzerland
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Hologic Surgical Products Costa Rica, S.R.L.
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|
Costa Rica
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Hologic Sweden AB
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|
Sweden
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Hologic Switzerland Holdings Limited
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|
United Kingdom
|
Hologic UK Finance Ltd.
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|
United Kingdom
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Hologic US Finance Co LLC
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|
Delaware
|
Navigation Three Limited
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|
Hong Kong
|
Palomar Medical Technologies, LLC
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|
Delaware
|
Sentinelle Medical ULC
|
|
Canada
|
Suros Surgical Systems, Inc.
|
|
Delaware
|
Suzhou Cynosure Medical Devices Company Ltd.
|
|
China
|
TCT International Co., Ltd.
|
|
British Virgin Islands
|
|
(1)
|
Registration Statement (Form S-8 No. 333-79167) pertaining to the Hologic, Inc. 1997 Employee Equity Incentive Plan and the Hologic, Inc. Amended and Restated 1999 Equity Incentive Plan,
|
|
(2)
|
Registration Statement (Form S-8 No. 333-60046) pertaining to the Hologic, Inc. Amended and Restated 1999 Equity Incentive Plan, and the Hologic, Inc. 2000 Acquisition Equity Incentive Plan,
|
|
(3)
|
Registration Statement (Form S-8 No. 333-112222) pertaining to the Hologic, Inc. Amended and Restated 1999 Equity Incentive Plan,
|
|
(4)
|
Registration Statement (Form S-8 No. 333-121111) pertaining to the Hologic, Inc. Amended and Restated 1999 Equity Incentive Plan,
|
|
(5)
|
Registration Statement (Form S-8 No. 333-130170) pertaining to the Hologic, Inc. Amended and Restated 1999 Equity Incentive Plan,
|
|
(6)
|
Registration Statement (Form S-8 No. 333-139341) pertaining to the Hologic, Inc. Second Amended and Restated 1999 Equity Incentive Plan,
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(7)
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Registration Statement (Form S-3ASR No. 333-214663) pertaining to Hologic, Inc.’s shelf registration statement for common stock, preferred stock, debt securities, rights, warrants, purchase contracts, units or any combination of the foregoing,
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(8)
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Registration Statement (Form S-8 No. 333-150796) pertaining to the Hologic, Inc. 2008 Equity Incentive Plan, Hologic, Inc.’s two-for-one stock split in the form of a dividend of one share of common stock for each share of common stock outstanding as of March 21, 2008 and the adjustment of shares registered under Hologic, Inc.’s Stock Plans,
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(9)
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Registration Statement (Form S-8 No. 333-181126) pertaining to the Hologic, Inc. 2012 Employee Stock Purchase Plan, as amended,
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(10)
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Registration Statement (Form S-8 No. 333-183019) pertaining to the 2003 Incentive Award Plan of Gen-Probe Incorporated,
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(11)
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Registration Statement (Form S-8 No. 333-188468) pertaining to the Hologic, Inc. Amended and Restated 2008 Equity Incentive Plan,
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(12)
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Registration Statement (Form S-8 No. 333-224613) pertaining to the Hologic, Inc. Amended and Restated 2008 Equity Incentive Plan,
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(13)
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Registration Statement (Form S-8 No. 333-210968) pertaining to the Hologic, Inc. 2012 Employee Stock Purchase Plan.
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Boston, Massachusetts
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November 27, 2019
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1.
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I have reviewed this annual report on Form 10-K of Hologic, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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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):
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/s/ Stephen P. MacMillan
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|
Stephen P. MacMillan
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Chairman, President and Chief Executive Officer
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|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
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):
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/s/ Karleen M. Oberton
|
|
Karleen M. Oberton
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|
Chief Financial Officer
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|
(1)
|
The Annual Report on Form 10-K for the year ended September 28, 2019 (the “Form 10-K”) 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)
|
The information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: November 27, 2019
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/s/ Stephen P. MacMillan
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|
Stephen P. MacMillan
|
|
Chairman, President and Chief Executive Officer
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(1)
|
The Annual Report on Form 10-K for the year ended September 28, 2019 (the “Form 10-K”) 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-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Dated: November 27, 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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