Supplemental Guarantor Condensed Consolidating Financials

The Company’s Senior Notes are fully and unconditionally and jointly and severally guaranteed by Hologic, Inc. (“Parent/Issuer”) and certain of its domestic subsidiaries, which are 100% owned by Hologic, Inc. The following represents the supplemental condensed financial information of Hologic, Inc. and its guarantor and non-guarantor subsidiaries, as of September 27, 2014 and September 28, 2013 and for each of the three years ended September 27, 2014, September 28, 2013, and September 29, 2012.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended September 27, 2014



	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	480.1		$	1,612.4		$	489.3		$	(486.9	)	$	2,094.9
Service and other	354.0			82.1			51.2			(51.5		)	435.8
	834.1			1,694.5			540.5			(538.4		)	2,530.7
Costs of revenues:
Product	246.3			630.6			341.3			(486.9		)	731.3
Amortization of intangible assets	5.6			299.3			9.7			—			314.6
Impairment of intangible assets	—			—			26.6			—			26.6
Service and other	161.2			62.0			41.0			(51.5		)	212.7
Gross Profit	421.0			702.6			121.9			—			1,245.5
Operating expenses:
Research and development	30.7			164.1			8.4			—			203.2
Selling and marketing	74.5			169.7			87.5			—			331.7
General and administrative	61.3			155.9			42.6			—			259.8
Amortization of intangible assets	3.1			104.7			6.0			—			113.8
Impairment of intangible assets	—			5.1			0.5			—			5.6
Restructuring and divestiture charges	8.4			17.0			26.3			—			51.7
	178.0			616.5			171.3			—			965.8
Income (loss) from operations	243.0			86.1			(49.4		)	—			279.7
Interest income	0.4			3.6			1.0			(3.7		)	1.3
Interest expense	(220.6		)	(1.3		)	(2.4		)	3.7			(220.6		)
Debt extinguishment loss	(7.4		)	—			—			—			(7.4		)
Other (expense) income, net	172.9			(167.4		)	0.3			(10.7		)	(4.9		)
Income (loss) before income taxes	188.3			(79.0		)	(50.5		)	(10.7		)	48.1
Provision for income taxes	3.3			24.1			3.4			—			30.8
Equity in earnings (losses) of subsidiaries	(167.7		)	(0.8		)	—			168.5			—
Net income (loss)	$	17.3		$	(103.9	)	$	(53.9	)	$	157.8		$	17.3

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended September 28, 2013



	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	416.9		$	1,569.6		$	477.2		$	(362.8	)	$	2,100.9
Service and other	326.7			71.7			46.6			(53.6		)	391.4
	743.6			1,641.3			523.8			(416.4		)	2,492.3
Costs of revenues:
Product	212.9			636.7			331.4			(362.8		)	818.2
Amortization of intangible assets	5.4			298.4			4.1			—			307.9
Impairment of intangible assets	—			—			1.7			—			1.7
Service and other	157.4			59.9			39.4			(53.6		)	203.1
Gross profit	367.9			646.3			147.2			—			1,161.4
Operating expenses:
Research and development	29.8			157.8			10.0			—			197.6
Selling and marketing	78.0			176.0			88.1			—			342.1
General and administrative	68.9			124.0			34.8			—			227.7
Amortization of intangible assets	3.0			104.8			4.8			—			112.6
Contingent consideration – compensation expense	80.0			—			—			—			80.0
Contingent consideration – fair value adjustments	11.3			—			—			—			11.3
Impairment of goodwill	—			1,117.4			—			—			1,117.4
Gain on sale of intellectual property	—			(53.9		)	—			—			(53.9		)
Restructuring and divestiture charges	4.9			21.6			6.3			—			32.8
	275.9			1,647.7			144.0			—			2,067.6
(Loss) income from operations	92.0			(1,001.4		)	3.2			—			(906.2		)
Interest income	0.6			0.3			0.4			—			1.3
Interest expense	(277.8		)	(1.3		)	(2.0		)	—			(281.1		)
Debt extinguishment loss	(9.2		)	—			—			—			(9.2		)
Other income (expense), net	193.3			(184.6		)	(6.4		)	—			2.3
(Loss) income before income taxes	(1.1		)	(1,187.0		)	(4.8		)	—			(1,192.9		)
(Benefit) provision for income taxes	30.8			(59.2		)	8.3			—			(20.1		)
Equity in earnings (losses) of subsidiaries	(1,140.9		)	13.9			—			1,127.0			—
Net (loss) income	$	(1,172.8	)	$	(1,113.9	)	$	(13.1	)	$	1,127.0		$	(1,172.8	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Year Ended September 29, 2012



	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Revenues:
Product	$	421.0		$	1,089.5		$	431.7		$	(284.5	)	$	1,657.7
Service and other	307.1			63.3			32.5			(58.0		)	344.9
	728.1			1,152.8			464.2			(342.5		)	2,002.6
Costs of revenues:
Product	211.7			396.7			292.9			(284.5		)	616.8
Amortization of intangible assets	5.2			192.4			4.3			—			201.9
Service and other	155.6			61.3			30.6			(58.0		)	189.5
Gross Profit	355.6			502.4			136.4			—			994.4
Operating expenses:
Research and development	28.1			91.2			11.7			—			131.0
Selling and marketing	67.9			170.4			84.0			—			322.3
General and administrative	52.6			136.2			31.7			—			220.5
Amortization of intangible assets	2.7			64.3			5.0			—			72.0
Contingent consideration – compensation expense	81.0			—			—			—			81.0
Contingent consideration – fair value adjustments	38.5			—			—			—			38.5
Impairment of goodwill	—			5.8			—			—			5.8
Gain on sale of intellectual property	—			(12.4		)	—			—			(12.4		)
Acquired in-process research and development	—			4.5			—			—			4.5
Restructuring and divestiture charges	—			16.2			1.3			—			17.5
	270.8			476.2			133.7			—			880.7
Income from operations	84.8			26.2			2.7			—			113.7
Interest income	2.0			0.2			0.7			(0.6		)	2.3
Interest expense	(137.2		)	(1.2		)	(1.9		)	—			(140.3		)
Debt extinguishment loss	(42.3		)	—			—			—			(42.3		)
Other income, net	3.1			0.7			0.5			0.6			4.9
(Loss) income before income taxes	(89.6		)	25.9			2.0			—			(61.7		)
Provision (benefit) for income taxes	9.7			(3.1		)	5.3			—			11.9
Equity in earnings (losses) of subsidiaries	25.7			8.4			0.6			(34.7		)	—
Net (loss) income	$	(73.6	)	$	37.4		$	(2.7	)	$	(34.7	)	$	(73.6	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE LOSS

For the Year Ended September 27, 2014



	Parent/Issuer		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net income (loss)	$	17.3	$	(103.9	)	$	(53.9	)	$	157.8	$	17.3
Changes in foreign currency translation adjustment	—		—			(13.3		)	—		(13.3		)
Changes in unrealized holding gains on available-for-sale securities	—		(3.2		)	—			—		(3.2		)
Changes in pension plans, net of taxes	—		—			(1.3		)	—		(1.3		)
Comprehensive (loss) income	$	17.3	$	(107.1	)	$	(68.5	)	$	157.8	$	(0.5	)

For the Year Ended September 28, 2013



	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net (loss) income	$	(1,172.8	)	$	(1,113.9	)	$	(13.1	)	$	1,127.0	$	(1,172.8	)
Changes in foreign currency translation adjustment	—			0.7			0.7			—		1.4
Changes in unrealized holding gain on available-for-sale securities	—			12.1			—			—		12.1
Changes in pension plans, net of taxes	—			—			0.1			—		0.1
Comprehensive (loss) income	$	(1,172.8	)	$	(1,101.1	)	$	(12.3	)	$	1,127.0	$	(1,159.2	)

For the Year Ended September 29, 2012



	Parent/Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net (loss) income	$	(73.6	)	$	37.4		$	(2.7	)	$	(34.7	)	$	(73.6	)
Changes in foreign currency translation adjustment	0.8			(0.5		)	5.9			—			6.2
Changes in unrealized holding gain on available-for-sale securities	—			0.1			—			—			0.1
Changes in pension plans, net of taxes	—			—			(1.5		)	—			(1.5		)
Comprehensive (loss) income	$	(72.8	)	$	37.0		$	1.7		$	(34.7	)	$	(68.8	)

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

September 27, 2014



	Parent/ Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	288.1	$	287.8	$	160.2	$	—		$	736.1
Restricted cash	—		—		5.5		—			5.5
Accounts receivable, net	128.4		182.5		85.1		—			396.0
Inventories	88.6		190.1		51.9		—			330.6
Deferred income tax assets	26.2		12.1		1.1		—			39.4
Prepaid income taxes	20.3		3.2		—		(1.1		)	22.4
Prepaid expenses and other current assets	16.2		11.0		8.6		—			35.8
Intercompany receivables	—		2,702.1		18.1		(2,720.2		)	—
Total current assets	567.8		3,388.8		330.5		(2,721.3		)	1,565.8
Property, plant and equipment, net	29.7		337.1		95.1		—			461.9
Intangible assets, net	25.1		3,377.3		41.9		(10.7		)	3,433.6
Goodwill	282.4		2,390.9		137.5		—			2,810.8
Other assets	88.4		52.7		1.5		—			142.6
Long term intercompany receivables	—		—		13.0		(13.0		)	—
Investment in subsidiaries	8,526.0		221.7		—		(8,747.7		)	—
Total assets	$	9,519.4	$	9,768.5	$	619.5	$	(11,492.7	)	$	8,414.7
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	114.5	$	—	$	—	$	—		$	114.5
Accounts payable	34.8		46.1		11.2		—			92.1
Accrued expenses	139.4		69.5		54.3		(1.1		)	262.1
Deferred revenue	113.5		7.4		30.0		—			150.9
Intercompany payables	2,676.2		—		44.2		(2,720.4		)	—
Total current liabilities	3,078.4		123.0		139.7		(2,721.5		)	619.6
Long-term debt, net of current portion	4,153.2		—		—		—			4,153.2
Deferred income tax liabilities	90.9		1,279.1		5.4		—			1,375.4
Deferred service obligations – long-term	8.3		3.6		8.2		—			20.1
Long-term intercompany payables	13.0		—		—		(13.0		)	—
Other long-term liabilities	112.6		34.3		36.5		—			183.4
Total stockholders’ equity	2,063.0		8,328.5		429.7		(8,758.2		)	2,063.0
Total liabilities and stockholders’ equity	$	9,519.4	$	9,768.5	$	619.5	$	(11,492.7	)	$	8,414.7

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

September 28, 2013



	Parent/ Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	321.6	$	387.4	$	113.5	$	—		$	822.5
Restricted cash	—		—		6.9		—			6.9
Accounts receivable, net	126.1		174.4		108.8		—			409.3
Inventories	81.9		146.7		60.8		—			289.4
Deferred income tax assets	—		19.0		0.5		(19.5		)	—
Prepaid income taxes	47.1		2.3		—		(4.7		)	44.7
Prepaid expenses and other current assets	16.3		21.1		11.0		—			48.4
Intercompany receivables	—		2,442.6		31.9		(2,474.5		)	—
Other current assets – assets held-for-sale	—		—		3.0		—			3.0
Total current assets	593.0		3,193.5		336.4		(2,498.7		)	1,624.2
Property, plant and equipment, net	29.3		356.7		105.5		—			491.5
Intangible assets, net	19.9		3,785.0		101.8		—			3,906.7
Goodwill	283.0		2,390.9		140.6		—			2,814.5
Other assets	103.6		58.4		1.9		—			163.9
Investments in subsidiaries	8,667.6		129.0		2.3		(8,798.9		)	—
Total assets	$	9,696.4	$	9,913.5	$	688.5	$	(11,297.6	)	$	9,000.8
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	563.8	$	—	$	—	$	—		$	563.8
Accounts payable	27.9		42.6		10.0		—			80.5
Accrued expenses	153.0		79.6		44.4		(5.0		)	272.0
Deferred revenue	93.3		8.0		31.0		—			132.3
Deferred income tax liabilities	59.3		—		—		(19.5		)	39.8
Intercompany payables	2,418.1		—		64.4		(2,482.5		)	—
Total current liabilities	3,315.4		130.2		149.8		(2,507.0		)	1,088.4
Long-term debt, net of current portion	4,242.1		—		—		—			4,242.1
Deferred income tax liabilities	89.1		1,435.5		10.7		—			1,535.3
Deferred service obligations – long-term	11.3		3.5		12.9		(2.2		)	25.5
Other long-term liabilities	97.0		37.6		33.4		—			168.0
Total stockholders’ equity	1,941.5		8,306.7		481.7		(8,788.4		)	1,941.5
Total liabilities and stockholders’ equity	$	9,696.4	$	9,913.5	$	688.5	$	(11,297.6	)	$	9,000.8

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended September 27, 2014



	Parent/ Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
OPERATING ACTIVITIES
Net cash provided by (used in) operating activities	$	500.4		$	(52.7	)	$	60.7		$	—	$	508.4
INVESTING ACTIVITIES
Proceeds from sale of business, net	—			—			10.1			—		10.1
Purchase of property and equipment	(13.8		)	(22.5		)	(8.0		)	—		(44.3		)
Increase in equipment under customer usage agreements	(0.5		)	(20.9		)	(14.5		)	—		(35.9		)
Net sales of insurance contracts	13.8			—			—			—		13.8
Purchases of mutual funds	(29.7		)	—			—			—		(29.7		)
Sales of mutual funds	22.4			—			—			—		22.4
(Increase) decrease in other assets	(1.0		)	(3.5		)	1.1			—		(3.4		)
Net cash used in investing activities	(8.8		)	(46.9		)	(11.3		)	—		(67.0		)
FINANCING ACTIVITIES
Repayment of long-term debt	(595.0		)	—			—			—		(595.0		)
Payment of debt issuance costs	(2.4		)	—			—			—		(2.4		)
Payment of deferred acquisition consideration	(5.0		)	—			—			—		(5.0		)
Net proceeds from issuance of common stock pursuant to employee stock plans	81.4			—			—			—		81.4
Excess tax benefit related to equity awards	5.7			—			—			—		5.7
Payment of minimum tax withholdings on net share settlement of equity awards	(9.8		)	—			—			—		(9.8		)
Net cash used in financing activities	(525.1		)	—			—			—		(525.1		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(2.7		)	—		(2.7		)
Net (decrease) increase in cash and cash equivalents	(33.5		)	(99.6		)	46.7			—		(86.4		)
Cash and cash equivalents, beginning of period	321.6			387.4			113.5			—		822.5
Cash and cash equivalents, end of period	$	288.1		$	287.8		$	160.2		$	—	$	736.1

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended September 28, 2013



	Parent/ Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
OPERATING ACTIVITIES
Net cash provided by operating activities	$	237.4		$	205.0		$	51.4		$	—	$	493.8
INVESTING ACTIVITIES
Acquisition of a business	(6.1		)	—			(0.2		)	—		(6.3		)
Payment of additional acquisition consideration	(16.8		)	—			—			—		(16.8		)
Proceeds from sale of business, net of cash transferred	—			83.6			1.5			—		85.1
Purchase of property and equipment	(15.5		)	(23.4		)	(10.1		)	—		(49.0		)
Increase in equipment under customer usage agreements	(0.4		)	(24.4		)	(16.3		)	—		(41.1		)
Purchase of insurance contracts	(4.0		)	—			—			—		(4.0		)
Proceeds from sale of intellectual property	—			60.0			—			—		60.0
Purchase of cost-method investments	(3.5		)	(0.2		)	—			—		(3.7		)
Sale of cost-method investments	2.1			—			—			—		2.1
Investment in subsidiaries	—			1.8			(1.8		)	—		—
Increase in other assets	(2.0		)	(4.2		)	(1.3		)	—		(7.5		)
Net cash provided by (used in) investing activities	(46.2		)	93.2			(28.2		)	—		18.8
FINANCING ACTIVITIES
Repayment of long-term debt	(265.0		)	—			—			—		(265.0		)
Payment of debt issuance cost	(9.4		)	—			—			—		(9.4		)
Payment of contingent consideration	(43.0		)	—			—			—		(43.0		)
Payment of deferred acquisition consideration	(1.6		)	—			—			—		(1.6		)
Net proceeds from issuance of common stock pursuant to employee stock plans	75.1			—			—			—		75.1
Excess tax benefit related to equity awards	7.4			—			—			—		7.4
Payment of minimum tax withholdings on net share settlements of equity awards	(12.3		)	—			—			—		(12.3		)
Intercompany dividend	169.2			(175.0		)	5.8			—		—
Net cash used in financing activities	(79.6		)	(175.0		)	5.8			—		(248.8		)
Effect of exchange rate changes on cash and cash equivalents	—			(5.2		)	3.5			—		(1.7		)
Net increase in cash and cash equivalents	111.6			118.0			32.5			—		262.1
Cash and cash equivalents, beginning of period	210.0			269.4			81.0			—		560.4
Cash and cash equivalents, end of period	$	321.6		$	387.4		$	113.5		$	—	$	822.5

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Year Ended September 29, 2012



	Parent/ Issuer			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
OPERATING ACTIVITIES
Net cash provided by operating activities	$	236.1		$	104.1		$	30.0		$	—	$	370.2
INVESTING ACTIVITIES
Acquisition of a business, net	(3,972.0		)	196.8			12.8			—		(3,762.4		)
Payment of additional acquisition consideration	(8.9		)	—			(0.9		)	—		(9.8		)
Proceeds from sale of intellectual property	—			12.5			—			—		12.5
Purchase of property and equipment	(13.2		)	(12.4		)	(7.5		)	—		(33.1		)
Increase in equipment under customer usage agreements	—			(30.7		)	(14.9		)	—		(45.6		)
Acquisition of in-process research and development	(4.5		)	—			—			—		(4.5		)
Purchase of cost-method investments	—			(0.3		)	—			—		(0.3		)
Increase in other assets	(0.6		)	(2.2		)	(4.8		)	—		(7.6		)
Net cash provided by (used in) investing activities	(3,999.2		)	163.7			(15.3		)	—		(3,850.8		)
FINANCING ACTIVITIES
Proceeds from long-term debt	3,476.3			—			—			—		3,476.3
Payment of debt issuance cost	(81.4		)	—			—			—		(81.4		)
Payment of contingent consideration	(51.7		)	—			—			—		(51.7		)
Payment of deferred acquisition consideration	(44.2		)	—			—			—		(44.2		)
Net proceeds from issuance of common stock pursuant to employee stock plans	28.6			—			—			—		28.6
Excess tax benefit related to equity awards	6.2			—			—			—		6.2
Payment of minimum tax withholdings on net share settlements of equity awards	(5.7		)	—			—			—		(5.7		)
Net cash used in financing activities	3,328.1			—			—			—		3,328.1
Effect of exchange rate changes on cash and cash equivalents	0.3			1.6			(1.3		)	—		0.6
Net increase in cash and cash equivalents	(434.7		)	269.4			13.4			—		(151.9		)
Cash and cash equivalents, beginning of period	644.7			—			67.6			—		712.3
Cash and cash equivalents, end of period	$	210.0		$	269.4		$	81.0		$	—	$	560.4