Making a Unique Difference in the World

November 2020 1

Making a Unique Difference in the World

November 2020

Safe Harbor Statement

2 This presentation contains forward-looking information that involves risks and uncertainties, including statements about the Company’s plans, objectives, expectations and intentions. Such statements include, without limitation: financial or other information based upon or otherwise incorporating judgments or estimates relating to future

performance, events or expectations; the Company’s strategies, positioning, resources, capabilities, and expectations for future performance; and the Company's outlook and financial and other guidance. These forward-looking statements are based upon assumptions made by the Company as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.

Risks and uncertainties that could adversely affect the Company’s business and prospects, and otherwise cause actual results to differ materially from those anticipated, include without limitation: the severity and duration of the COVID-19 pandemic and its impact on the U.S. healthcare system, the U.S. economy and worldwide economy; the timing, scope and effect of further U.S. and international governmental, regulatory, fiscal, monetary and public health responses to the COVID-19 pandemic; continued demand for the Company’s COVID-19 TMA assay; the Company’s ability to manufacture, on a scale necessary to meet demand, its COVID-19 TMA assay as well as the Panther systems on which the assay runs; U.S., European and general worldwide economic conditions, trade relations, and related uncertainties; manufacturing risks, including the Company’s reliance on a single or limited source of supply for key components, the need to comply with especially high standards for the manufacture of many of its products and risks associated with utilizing third party manufacturers; the Company’s ability to predict accurately the demand for its products, and products under development, and to develop strategies to address its markets successfully; the ability of the Company to successfully manage leadership and organizational changes, including the ability of the Company to attract, motivate and retain key employees and maintain engagement and efficiency in remote work environments; the Company’s reliance on third-party reimbursement policies to support the sales and market acceptance of its products, including the possible adverse impact of government regulation and changes in the availability and amount of reimbursement and uncertainties for new products or product enhancements; changes to applicable laws and regulations, including tax laws, global health care reform, and import/export trade laws; changes in guidelines, recommendations and studies published by various organizations that could affect the use of the Company’s products; uncertainties inherent in the development of new products and the enhancement of existing products, including FDA

approval and/or clearance and other regulatory risks, technical risks, cost overruns and delays; the risk that products may contain undetected errors or defects or otherwise not perform as anticipated; risks associated with strategic alliances and the ability of the Company to realize anticipated benefits of those alliances; risks associated with acquisitions, including, without limitation, the Company’s ability to successfully integrate acquired businesses, the risks that the acquired businesses may not operate as effectively and efficiently as expected even if otherwise successfully integrated, and the risks that acquisitions may involve unexpected costs or unexpected liabilities; the risks of conducting business internationally; the risk of adverse exchange rate fluctuations on the Company’s international activities and businesses; the early stage of market development for certain of the Company’s products; the Company’s leverage risks, including the Company’s obligation to meet payment obligations and financial covenants associated with its debt; cybersecurity risks; risks related to the use and protection of intellectual property; expenses, uncertainties and potential liabilities relating to litigation, including, without limitation, commercial, intellectual property, employment and product liability litigation; technical innovations that could render products

marketed or under development by the Company obsolete; and competition.

The risks included above are not exhaustive. Other factors that could adversely affect the Company's business and prospects are described in the filings made by the Company with the SEC, including its most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.

November 2020

Non-GAAP Financial Measures

3 The Company has presented the following non-GAAP financial measures in this presentation: constant currency revenues; organic revenues; non-GAAP gross margin; non-GAAP operating expenses; non-GAAP operating margin; non-GAAP effective tax rate; non-GAAP net income; non-GAAP net margin; non-GAAP EPS; and adjusted EBITDA. The Company defines its non-GAAP net income, EPS, and other non-GAAP financial measures to exclude, as applicable: (i) the amortization of intangible assets and impairment of goodwill, intangible assets and equipment; (ii) additional depreciation expense from acquired fixed assets and accelerated depreciation related to consolidation and closure of facilities; (iii) additional expenses resulting from the purchase accounting adjustment to record inventory at fair value and adjustments to contingent consideration; (iv) restructuring and divestiture charges and facility closure and consolidation charges and costs incurred to integrate acquisitions (including retention, transaction bonuses, legal and professional consulting services) and separate divested businesses from existing operations; (v) expenses related to its divested Cynosure business incurred subsequent to the disposition date primarily related to indemnification provisions for legal and tax matters (vi) transaction related expenses for divestitures and acquisitions; (vii) third-party expenses incurred related to implementing the European MDR/IVDR requirements and obtaining the appropriate approvals for its existing products (viii) debt extinguishment losses and related transaction costs; (ix) the unrealized (gains) losses on the mark-to-market of forward foreign currency contracts and foreign currency option contracts for which the Company has not elected hedge accounting; (x) litigation settlement charges (benefits) and non-income tax related charges (benefits); (xi) other-than-temporary impairment losses on investments and realized gains and losses resulting from the sale of investments; (xii) the one-time discrete impact of tax reform and other one-time impacts related to internal restructuring and non-operational items; (xiii) other one-time, non-recurring, unusual or infrequent charges, expenses or gains that may not be indicative of the Company's core business results; and (xiv) income taxes related to such adjustments. The Company defines adjusted EBITDA as its non-GAAP net income plus net interest expense, income taxes, and depreciation and amortization expense included in its non-GAAP net income. The Company defines organic revenue to exclude the divested Blood Screening and Cynosure businesses, and the acquired SSI and Acessa businesses.

These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. The company's definition of these non-GAAP measures may differ from similarly titled measures used by others.

The non-GAAP financial measures used in this presentation adjust for specified items that can be highly variable or difficult to predict. The company generally uses these non-GAAP financial measures to facilitate management's financial and operational decision-making, including evaluation of Hologic's historical operating results, comparison to competitors' operating results and determination of management incentive compensation. These non-GAAP financial measures reflect an additional way of viewing aspects of the company's operations that, when viewed with GAAP results and the reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting Hologic's business.

Because non-GAAP financial measures exclude the effect of items that will increase or decrease the company's reported results of operations, management strongly encourages investors to review the company's consolidated financial statements and publicly filed reports in their entirety. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures is included in the tables accompanying this presentation.

November 2020

Presentation Outline

4

Investment thesis

Purpose, passion, promise

Our journey

Leveraging our strengths

Financials and conclusion

November 2020 5

Investment Thesis

• Broad portfolio of market-leading

products for women’s health

• Diagnostics division playing key role in

fight against COVID-19 pandemic

• Historically MSD top-line, LDD

bottom-line growth compounder with huge

upside from COVID-19 tests

• All businesses recovering from

COVID-19 impact

• Well-positioned to emerge as a

stronger company

November 2020

• Revenue of $3,776 million in fiscal 2020, representing 12.1% constant currency

growth and 21.7% organic growth

6

Hologic Overview

Consumables

69%

Capital

17%

Service

14%

By Type

US

76%

OUS

24%

By Geography

Note: Percentages in pie charts are for FY20 and exclude Cynosure. *Guidance provided by press release on 11/04/20. Presentation here is not, and should not be, construed as re-affirmation of guidance

• Q1’21 guidance for very strong organic revenue, non-GAAP EPS growth*

Diagnostics

57%

Breast

and

Skeletal

33%

Surgical

10%

By Division

November 2020

Broad Panther Installed Base

• As one of world’s leading molecular Dx

firms, uniquely positioned to help fight

COVID-19

• Received EUA for Panther Fusion

SARS-CoV-2 assay and a second

high-throughput Aptima test



More than doubled molecular Dx test

manufacturing capacity, investing for more



Enabling greater test volume to run on

~2,250 Panther instruments globally

• Dramatically increasing testing

capabilities, helping labs deliver results

when and where needed

November 2020

Presentation Outline

8

Investment thesis

Purpose, passion, promise

Our journey

Leveraging our strengths

Financials and conclusion

Presentation Outline

10

Investment thesis

Purpose, passion, promise

Our journey

Leveraging our strengths

Financials and conclusion

November 2020 11

Our Journey

TRANSFORMED

US Sales

Organizations

BUILT

International

Commercial

Capabilities

REVITALIZED

Research and

Development

DIVISIONALIZED

Business

Development

Capabilities

PURSUING

Opportunities

in Supply Chain,

Infrastructure

November 2020 12

Transformed U.S. Sales Organizations

• In Breast Health, overhauled sales talent, structure and process to help

key account managers sell a growing product portfolio more strategically

• In Surgical, changed sales rep compensation to 100% commission to

incentivize hunting rather than gathering

• In Diagnostics, upgraded talent and aligned structure to help customers

of all sizes grow their businesses

November 2020 13

Built International Commercial Capabilities

Note: Percentage changes are in constant currency, $ amounts are as reported, in millions.

$100

$200

$300

$400

$500

$600

$700

$800

$900

$1,000

2014

2015

2016

2017

2018

2019

2020

Core OUS Revenue (ex. Blood, Aesthetics

)

0%

11%

13%

-5%

_5%

11%

31%

$533

$510

$491

$538

$634

$671

$879

November 2020 14

Revitalized Research and Development

Note: New products represent those launched since 2015. Not all revenue is incremental. For example, MyoSure and NovaSure line extensions are included in Surgical. $ amounts are as reported, in millions.

B&SH

B&SH

B&SH

_B&SH

Dx

Dx

Dx

Surgical

Surgical

Surgical

Surgical

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

2017

2018

2019

2020

November 2020 15

November 2020 16

Growth

Products

US

Cytology &

Perinatal

US

NovaSure

Blood

2014

Growth

Products

US Cytology

& Perinatal

US

NovaSure

Blood

2020 Ex-Cynosure

Result: Portfolio Has Shifted Toward Higher Growth

November 2020

Presentation Outline

17

Investment thesis

Purpose, passion, promise

Our journey

Leveraging our strengths

18

Leveraging Our Strengths

• In Diagnostics, more Panther instruments in more countries, with more menu,

leading to strong increases in consumables sales and consistent revenue growth

– Uniquely positioned to help fight COVID-19 pandemic with two SARS-COV-2 tests and large

installed base

• In Breast Health, more Genius 3D mammography systems are strengthening our

competitive position and enabling more diverse growth across the continuum of

care

• In Surgical, best-in-class products, new leadership, new commercial models and

new product launches are strengthening leadership positions

19

In Dx, More Panthers in More Countries …

0 500 1000 1500 2000 2500 2014 2015 2016 2017 2018 2019 2020

Cumulative Global Shipments*

US Shipments OUS Shipments

+252

+214

+207

+253

+213

* Bars represent units at end of Hologic fiscal years.

0 5 10 15 20

US Assays Cleared in 2015

… Combined with More Menu …

4

US Assays Cleared in 2020*

18

* Includes two assays for COVID-19. In March 2020, Hologic received emergency use authorization (EUA) for the Panther Fusion®

… And Two COVID Tests …

• Received EUAs for Panther Fusion

®

_and

Aptima

®

_{SARS-CoV-2 assays}



More than doubled molecular Dx test

manufacturing capacity, investing for more



Enabling greater test volume to run on ~2,250

Panther instruments globally

• Dramatically increasing testing

capabilities, helping labs deliver results

when and where needed



Help re-open economies and save lives

• Further strengthening competitive

position for Panther, Panther Fusion



Record new business for non-COVID tests

22

… Lead to Massive Growth in Consumable Sales …

$0 $100 $200 $300 $400 $500 $600 $700 2014 2015 2016 2017 2018 2019 2020

Global Assay Pull-Through per Panther

~$150k

~$680k

23

… And Tremendous Revenue Growth …

Note: Percentage changes are in constant currency, $ amounts are as reported, less one-time royalties 2014-2017.

$459

$487

$513

$570

$612

$675

$1,648

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

2014

2015

2016

2017

2018

2019

2020

Global Molecular Sales Ex. One-Time Royalties

6%

12%

7%

-3%

7%

11%

24

In Breast, More Genius 3D Mammography Systems …

1,000

2,000

3,000

4,000

5,000

6,000

7,000

8,000

9,000

2014

2015

2016

2017

2018

2019

2020

Cumulative US Shipments*

+1,098

+1,163

+1,042

+1,086

+1,159

* Bars represent units at end of Hologic fiscal years.

25

… Strengthen Our Competitive Position …

Hologic

All

others

2013

Hologic

All

others

2020

R A D I O L O G I S T S U R G E O N _{R A D I A T I O N} O N C O L O G I S T P A T H O L O G I S T S C R E E N D X I M A G E B I O P S Y L O C A L I Z E S L N B R E M O V E , F I L L , & M A R K S P E C I M E N E V A L U A T I O N R A D I A T I O NT H E R A P Y APBI Specimen Radiography

$200

$400

$600

$800

$1,000

$1,200

FY'15

FY'20

Breast Conserving Surgery

Total OUS

Service

Interventional

Accessories and Equipment

Gantries

27

… Leading to More Diverse Revenue Growth

Note: All except “Total OUS” are US only. Percentages do not add to 100% due to rounding.

13%

20%

25%

11%

30%

17%

10%

13%

34%

23%

3%

• Gantry sales impacted by

COVID-19 pandemic

• Service and consumable

revenue streams helping

insulate business

• Demand for capital

recovering

28

Surgical Momentum Strong Pre-COVID, Now Recovering

• Best-in-class products

• New leadership

• New sales model

• New launches

• Sales recovering from COVID faster

than expected

-7% -3%

0% 3% 1%

4% 5% 7%

10%

4%

-54%

-13%

13%

-60%

-50%

-40%

-30%

-20%

-10%

0%

10%

20%

30%

Surgical Revenue Accelerating Pre-COVID

*

*% change reflects year on year growth through two months of second quarter of fiscal 2020. Final growth rate for the second quarter of fiscal 2020 was 3.6% in constant currency.

• Large markets, low shares present opportunities for under-penetrated businesses

• Growth from new leadership, new products, going direct

• COVID assay sales provide significant upside, accelerate growth strategies

29

Realizing International Potential

Note: Percentage changes are in constant currency, $ amounts are as reported.

$200

$400

$600

$800

$1,000

2017

2018

2019

2020

Core OUS Revenue (ex. Blood, Aesthetics

)

11%

13%

11%

31%

$634

$671

$879

30

Strong Free Cash Flow Also a Strength

• Expect robust free cash flow in fiscal 2021 due to benefits of COVID assays

and other businesses recovering

– Significant growth versus $740 million in fiscal 2020

• Comfortable with leverage ratio 2 to 3x in the long-term, but lower in

near-term due to benefits of COVID assay sales

• Strong cash flow, uncertain market conditions provide opportunity to pursue

growth accretive acquisitions

» Division-led deals

» Leverage existing channels or expand into near adjacencies

» Accretive to growth rate

Presentation Outline

31

Investment thesis

Purpose, passion, promise

Our journey

Leveraging our strengths

$2,511

$2,705

$2,833

$3,059

$3,218

$3,367

$3,776

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

2014

2015

2016

2017

2018

2019

2020

Total Revenue¹

0.4%

7.0% Annual Revenue Growth from 2014 to 2020

32

9.9%

¹Total non-GAAP revenue growth in millions. Growth rates in constant currency. As reported except FY14, which excludes ~$20 million one-time revenue from

amending Roka license. Results include contributions from the Blood Screening business that was divested in 2017, the Medical Aesthetic business that was acquired in 2017 and divested in 2020, and other smaller acquisitions.

2_{Excluding the divested Blood Screening and Medical Aesthetics businesses, growth was 22.5% in 2020.}

5.4%

8.3%

4.3%

5.7%

$1.46

$1.67

$1.96

$2.03

$2.23

$2.43

$3.98

$0.00

$0.50

$1.00

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

2014

2015

2016

2017

2018

2019

2020

Non-GAAP EPS*

-2.7%

18.2% Annual Growth in Non-GAAP EPS

33

9.0%

9.9%

3.6%

17.4%

14.4%

* Non-GAAP EPS as reported except FY14, which excludes ~$0.05 one-time contribution from amending Roka license. Results include contributions from the Blood Screening business that was divested in 2017, the Medical Aesthetic business that was acquired in 2017 and divested in 2020, and other smaller acquisitions.

34

Strong, Consistent Free Cash Flow

$707

$704

$599

$687

$608

$740

$0

$200

$400

$600

$800

2015

2016

2017

2018

2019

2020

Adjusted Free Cash Flow*

• Sales of two COVID assays represent significant upside in 2021

*Notes:

1) Adjusted for $650 million of taxes paid related to the gain on the divestiture of our blood screening business and $50 million of convertible notes tax recapture in FY’17; $60 million for convertible notes tax recapture in FY’18; and $35 million for a litigation payment, $28 million for acquisition-related tax payments, $10.5 million for a litigation payment, and $6 million for a litigation receipt in FY’19. 2) Capital expenditures calculated as the sum of purchase of property and equipment and expenditures due to increase in equipment under customer usage agreements.

Revenue Highlights 4Q20

Non-GAAP

Revenue ($M)

4Q20

vs. 4Q19

CC

∆

Diagnostics

$939.0

202.8%

Excluding Blood

$930.3

217.3%

Breast Health

$289.2

(16.2%)

Excluding SSI

$283.0

(18.0%)

GYN Surgical

$100.2

(12.9%)

Skeletal Health

$18.6

(26.3%)

Medical Aesthetics*

$0.0

N/A

Total Revenue

$1,347.0

54.2%

Core (ex. Blood and Aesthetics)

$1,338.3

71.7%

Organic (ex. Blood, Aesthetics, SSI, Acessa)

$1,331.8

70.9%

US Organic

$985.0

64.0%

OUS Organic

$346.8

95.0%

Financial Overview 4Q20

36

Non-GAAP

$M, except EPS

_4Q20

∆

_{vs. 4Q19}

Revenue

$1,347.0

55.6%, 54.2% CC

Core (ex. Blood and Aesthetics)*

$1,338.3

73.3%, 71.7% CC

Organic (ex. Blood, Aesthetics, SSI)*

$1,331.8

72.5%, 70.9% CC

Gross Margin

74.2%

1,250 bps

Operating Expenses

$276.6

(1.0%)

Operating Margin

53.7%

2,430 bps

Net Margin

40.4%

2,020 bps

Diluted EPS

$2.07

218.5%

EBITDA

$748.5

169.5%

37

Making a Unique Difference in the World

For More Information:

Mike Watts, VP of IR

Financial Appendix

39

Capitalization as of Q4 FY20

Proforma for $950 Million Senior Notes Refinancing

_Tranche

Amount

Leverage

Coupon

Rating

Call Date

Maturity

Cash & Equivalents

701

Revolving Facility ($1,500 million)

250

L + 125

Baa3 / BBB-

12/17/23

Term Loan

1,463

L + 125

Baa3 / BBB-

12/17/23

Total Secured Debt

1,713

1.1x

Senior Unsecured Notes - 2028

400

4.625%

Ba2 / BB-

02/01/23

02/01/28

Senior Unsecured Notes - 2029 (New)

950

3.250%

Ba2 / BB-

09/28/23

02/15/29

Total Guaranteed Debt

3,063

2.0x

Total Debt

3,063

2.0x

Net Debt

2,361

1.5x

LTM Adjusted EBITDA

1,558

Reconciliation of GAAP to Non-GAAP (unaudited)

40 $s in millions, except earnings per share

Years Ended

September 26, 2020 September 28, 2019

GROSS PROFIT

GAAP gross profit $2,227.5 $1,170.9

Adjustments:

Amortization of intangible assets 253.2 318.5

Additional Cynosure related expenses 2.3

-Integration/consolidation costs 0.9 0.3

Impairment of intangible assets and equipment 25.8 578.7

Fair value write-up of acquired inventory 6.7 7.1

Non-GAAP gross profit $2,516.4 $2,075.5

GROSS MARGIN PERCENTAGE

GAAP gross margin percentage 59.0% 34.8%

Impact of adjustments above 7.6% 26.8%

Non-GAAP gross margin percentage 66.6% 61.6%

OPERATING EXPENSES

GAAP operating expenses $1,122.5 $1,294.7

Adjustments:

Amortization of intangible assets (39.7) (52.0)

Transaction expenses (5.7) (4.5)

Additional Cynosure related expenses (3.2)

-Contingent consideration adjustment (0.3) (1.7)

Integration/consolidation costs (7.9) (10.9)

MDR expenses (2.5)

-Litigation settlements (0.7) (4.5)

Restructuring and divestiture charges (15.3) (6.6)

Non-income tax settlement adjustment 2.9

-Purchased research and development asset charges - (4.5)

Impairment of intangible asset and equipment (4.4) (106.7)

Acquisition related adjustments 3.8

-Non-GAAP operating expenses $1,049.5 $1,103.3

Reconciliation of GAAP to Non-GAAP (unaudited)

41 $s in millions, except earnings per share

Years Ended

September 26, 2020 September 28, 2019

OPERATING MARGIN

GAAP (loss) income from operations $1,105.0 ($123.8)

Adjustments to gross profit as detailed above 288.9 904.6

Adjustments to operating expenses as detailed above 73.0 191.4

Non-GAAP income from operations $1,466.9 $972.2

OPERATING MARGIN PERCENTAGE

GAAP operating margin percentage 29.3% (3.7%)

Impact of adjustments above 9.5% 32.6%

Non-GAAP operating margin percentage 38.8% 28.9%

PRE-TAX INCOME

GAAP pre-tax (loss) earnings $1,001.9 $(257.7)

Adjustments to pre-tax (loss) earnings as detailed above 361.9 1,096.0

Debt extinguishment loss and debt transaction costs - 1.6

(Gain) Loss on sale of available-for-sale marketable securities - (0.9)

Loss from SSI (1.5) 1.5

Unrealized losses (gains) on forward foreign currency contracts (3.8) 2.1

Other charges 0.5

-Non-GAAP pre-tax income $1,359.0 $842.6

NET INCOME

GAAP net (loss) income $1,110.5 $(203.6)

Adjustments to GAAP net (loss) income as detailed above (269.7) 1,100.3

Tax benefit of internal reorganization - (19.2)

Discrete tax benefit from sale of Cynosure 313.4

-Income tax effect of reconciling items 2 _{(104.4) (218.2)}

Non-GAAP net income $1,049.8 $659.3

Net loss attributable to non-controlling interest (3.4)

-Non-GAAP net income attributable to Hologic $1,053.2 $659.3

EARNINGS PER SHARE

GAAP (loss) earnings per share – Diluted $4.21 $(0.76)

Adjustments to net earnings (as detailed below) (0.23) 3.19

Non-GAAP earnings per share – Diluted 1 _{$3.98 $2.43}

ADJUSTED EBITDA

Non-GAAP net income $1,053.2 $659.3

Interest expense, net, not adjusted above 112.2 135.3

Provision for income taxes 309.1 183.3

Depreciation expense, not adjusted above 83.1 91.0

Adjusted EBITDA $1,557.6 $1,068.9

1_{Non-GAAP earnings per share was calculated based on 264,613 and 269,413 weighted average diluted shares outstanding for the years ended September 26, 2020 and}

Reconciliation of GAAP to Non-GAAP (unaudited)

42

Continued on next page

$s in millions, except earnings per share

Three Months Ended

September 26, 2020 September 28, 2019

GROSS PROFIT

GAAP gross profit $931.8 $249.5

Adjustments:

Amortization of intangible assets 63.8 78.6

Additional Cynosure related expenses 2.3

-Integration/consolidation costs 0.3 0.1

Impairment of intangible assets and equipment - 204.1

Fair value write-up of acquired inventory 1.5 1.7

Non-GAAP gross profit $999.7 $534.0

GROSS MARGIN PERCENTAGE

GAAP gross margin percentage 69.2% 28.8%

Impact of adjustments above 5.0% 32.9%

Non-GAAP gross margin percentage 74.2% 61.7%

OPERATING EXPENSES

GAAP operating expenses $299.0 $335.9

Adjustments:

Amortization of intangible assets (10.2) (11.9)

Transaction expenses (1.5) (1.4)

Additional Cynosure related expenses (0.5)

-Contingent consideration adjustment 0.1 (1.7)

Integration/consolidation costs (0.9) (3.5)

MDR expenses (1.8)

-Restructuring and divestiture charges (10.5) (0.6)

Non-income tax settlement adjustment 2.9

-Impairment of intangible asset and equipment - (37.5)

Reconciliation of GAAP to Non-GAAP (unaudited)

43

¹Non-GAAP earnings per share was calculated based on 263,179 weighted average diluted shares outstanding for the three months ended September 26, 2020 and 268,894 for the three months ended September 28, 2019.2_{To reflect an effective tax rate of 22.75% and 21.0% respectively on a non-GAAP basis for the three months ended September 26, 2020 and September 28, 2019 respectively.}

$s in millions, except earnings per share

Three Months Ended

September 26, 2020 September 28, 2019

OPERATING MARGIN

GAAP (loss) income from operations $632.8 ($86.4)

Adjustments to gross profit as detailed above 67.9 284.5

Adjustments to operating expenses as detailed above 22.4 56.6

Non-GAAP income from operations $723.1 $254.7

OPERATING MARGIN PERCENTAGE

GAAP operating margin percentage 47.0% (10.0%)

Impact of adjustments above 6.7% 39.4%

Non-GAAP operating margin percentage 53.7% 29.4%

PRE-TAX INCOME

GAAP pre-tax (loss) earnings $617.1 $(122.7)

Adjustments to pre-tax (loss) earnings as detailed above 90.3 341.1 (Gain) Loss on sale of available-for-sale marketable securities - (0.1)

Loss from SSI - 1.5

Unrealized losses (gains) on forward foreign currency contracts (5.0) 1.9

Non-GAAP pre-tax income $702.4 $221.7

NET INCOME

GAAP net (loss) income $493.6 $(123.5)

Adjustments to GAAP net (loss) income as detailed above 10.7 12.3

Amortization of acquired intangible assets 74.0 90.5

Impairment of intangible assets and equipment - 241.6 Income tax effect of reconciling items 2 _{(35.7) (45.9)}

Non-GAAP net income $542.6 $175.0

Net loss attributable to non-controlling interest (1.1)

-Non-GAAP net income attributable to Hologic $543.7 $175.0

EARNINGS PER SHARE

GAAP (loss) earnings per share – Diluted $1.88 $(0.46) Adjustments to net earnings (as detailed below) 0.19 1.11

Non-GAAP earnings per share – Diluted 1 _{$2.07 $0.65}

ADJUSTED EBITDA

Non-GAAP net income $543.7 $175.0

Interest expense, net, not adjusted above 24.7 33.5

Provision for income taxes 159.8 46.7

Depreciation expense, not adjusted above 20.3 22.5

Reconciliation of GAAP to Non-GAAP EPS Guidance

44

Guidance Range

Quarter Ending December 26, 2020

Low High

GAAP Net Income Per Share $1.88 $2.03

Amortization of acquired intangible assets $0.27 $0.27

Restructuring, Integration and Other charges $0.02 $0.02

Tax Impact of Exclusions $(0.07) $(0.07)