Investments and Fair Value Measurements | 3. INVESTMENTS AND FAIR VALUE MEASUREMENTS Debt Securities Our short-term investments are primarily available-for-sale debt securities that consisted of the following: September 27, 2020 December 29, 2019 In millions Amortized Gross Estimated Amortized Gross Estimated Debt securities in government-sponsored entities $ 62 $ — $ 62 $ 18 $ — $ 18 Corporate debt securities 610 8 618 627 3 630 U.S. Treasury securities 642 7 649 616 2 618 Total $ 1,314 $ 15 $ 1,329 $ 1,261 $ 5 $ 1,266 Realized gains and losses are determined based on the specific-identification method and are reported in interest income. Contractual maturities of available-for-sale debt securities, as of September 27, 2020, were as follows: In millions Estimated Due within one year $ 627 After one but within five years 702 Total $ 1,329 We have the ability, if necessary, to liquidate any of our cash equivalents and short-term investments to meet our liquidity needs in the next 12 months. Accordingly, those investments with contractual maturities greater than one year from the date of purchase are classified as short-term on the accompanying condensed consolidated balance sheets. Strategic Investments Marketable Equity Securities As of September 27, 2020 and December 29, 2019, the fair value of our marketable equity securities, included in short-term investments, totaled $234 million and $106 million, respectively. Total unrealized gains on our marketable equity securities, included in other income (expense), net, were $59 million and $128 million in Q3 2020 and YTD 2020, respectively, and total unrealized losses and gains were $47 million and $57 million, respectively, in Q3 2019 and YTD 2019. Non-Marketable Equity Securities As of September 27, 2020 and December 29, 2019, the aggregate carrying amounts of our non-marketable equity securities without readily determinable fair values, included in other assets, were $305 million and $220 million, respectively. One of our investments, GRAIL, Inc. (GRAIL), is a VIE for which we have concluded that we are not the primary beneficiary and, therefore, we do not consolidate GRAIL in our consolidated financial statements. On September 20, 2020, we entered into an agreement to acquire GRAIL, as described in Pending Acquisition below. We have determined our maximum exposure to loss, excluding any amounts associated with the pending acquisition of GRAIL, to be the carrying value of our investment, which was $250 million and $190 million as of September 27, 2020 and December 29, 2019, respectively, recorded in other assets. During YTD 2020, we made an additional $60 million investment in GRAIL. Revenue recognized from transactions with our strategic investees was $16 million and $39 million for Q3 2020 and YTD 2020, respectively, and $15 million and $49 million for Q3 2019 and YTD 2019, respectively. Venture Funds We invest in two venture capital investment funds (the Funds) with capital commitments of $100 million, callable through April 2026, and up to $160 million, callable through July 2029, respectively, of which $40 million and up to $143 million, respectively, remained callable as of September 27, 2020. Our investments in the Funds are accounted for as equity-method investments. The aggregate carrying amounts of the Funds, included in other assets, were $90 million and $53 million as of September 27, 2020 and December 29, 2019, respectively. Previously Consolidated Variable Interest Entity Helix Holdings I, LLC (Helix) In July 2015, we obtained a 50% voting equity ownership interest in Helix. At that time, we determined that we had unilateral power over one of the activities that most significantly impacts the economic performance of Helix through its contractual arrangements and, as a result, we were deemed to be the primary beneficiary of Helix and were required to consolidate Helix. The operations of Helix are included in the accompanying condensed consolidated statements of income for YTD 2019, up to the date of the deconsolidation, described below. During this period, we absorbed 50% of Helix’s losses. On April 25, 2019, we entered into an agreement to sell our interest in, and relinquish control over, Helix. As part of the agreement, (i) Helix repurchased all of our outstanding equity interests in exchange for a contingent value right with a 7-year term that entitles us to consideration dependent upon the outcome of Helix’s future financing and/or liquidity events, (ii) we ceased having a controlling financial interest in Helix, including unilateral power over one of the activities that most significantly impacts the economic performance of Helix, (iii) we were relieved of any potential obligation to redeem certain noncontrolling interests, and (iv) we no longer have representation on Helix’s board of directors. As a result, we deconsolidated Helix’s financial statements effective April 25, 2019 and recorded a gain on deconsolidation of $39 million in other income (expense), net. The gain on deconsolidation included (i) the contingent value right received from Helix recorded at a fair value of approximately $30 million, (ii) the derecognition of the carrying amounts of Helix’s assets and liabilities, and (iii) the derecognition of the noncontrolling interests related to Helix. During YTD 2020, changes in the fair value of the contingent value right resulted in unrealized gains of $5 million included in other income (expense), net. There was no change in fair value during Q3 2020. During Q3 2019 and YTD 2019, such changes resulted in an unrealized gain of $2 million and an unrealized loss of $1 million, respectively. Pending Acquisition On September 20, 2020, we entered into an Agreement and Plan of Merger (the “GRAIL Merger Agreement ”) to acquire GRAIL for $8 billion, consisting of $3.5 billion in cash and $4.5 billion in shares of Illumina common stock, subject to a collar. The transaction, which is expected to close in the second half of 2021, is subject to certain customary closing conditions, including GRAIL shareholder approval and the receipt of required regulatory approvals. The cash consideration for the transaction is expected to be funded using balance sheet cash of both Illumina and GRAIL, plus up to $1 billion in capital raised through either a debt or equity issuance. In advance of this anticipated issuance, we have obtained a bridge facility commitment letter from Goldman Sachs Bank USA for a 364-day senior unsecured bridge loan facility, in an aggregate principal amount of $1 billion. The bridge facility commitment letter is subject to certain conditions, including consummation of the acquisition pursuant to the GRAIL Merger Agreement. It is anticipated that we will replace or repay some or all of the bridge facility through one or a combination of the following: issuance of debt securities, preferred stock, common equity, or other securities or borrowings under a credit facility. In connection with the transaction, GRAIL stockholders will receive contingent value rights, which will entitle holders to receive future payments representing a pro rata portion of certain revenues each year for a 12-year period. This will reflect a 2.5% payment right to the first $1 billion of revenue each year for 12 years. Revenue above $1 billion each year will be subject to a 9% contingent payment right during this same period. We will offer GRAIL stockholders the option to receive additional cash and/or stock consideration, in an amount to be determined prior to closing, in lieu of the contingent value rights. If the GRAIL Merger Agreement is not consummated prior to December 20, 2020, we will make monthly cash payments to GRAIL of $35 million (the “Continuation Payments”) until the earlier of the consummation or termination of the GRAIL Merger Agreement, subject to certain exceptions. If the GRAIL Merger Agreement is terminated, we will receive shares of non-voting GRAIL preferred stock in respect of all Continuation Payments in excess of $315 million, subject to certain terms and conditions. The GRAIL Merger Agreement contains certain termination rights if the consummation of the acquisition does not occur on or before September 20, 2021, subject to a three-month extension related to obtaining certain required regulatory clearances. Upon termination of the GRAIL Merger Agreement under specified circumstances, we would be required to pay a termination fee of $300 million and make an additional $300 million investment in GRAIL in exchange for shares of non-voting GRAIL preferred stock, subject to certain terms and conditions. Derivative Assets Related to Terminated Acquisition On November 1, 2018, we entered into an Agreement and Plan of Merger (the “PacBio Merger Agreement ”) to acquire Pacific Biosciences of California, Inc. (PacBio) for an all-cash price of approximately $1.2 billion (or $8.00 per share). On January 2, 2020, we entered into an agreement to terminate the PacBio Merger Agreement (the Termination Agreement ). Pursuant to the Termination Agreement, we made a cash payment to PacBio of $98 million on January 2, 2020, which represented the Reverse Termination Fee (as defined in the PacBio Merger Agreement). The Reverse Termination Fee is repayable, without interest, to us if PacBio enters into a definitive agreement providing for, or consummates, a Change of Control Transaction by September 30, 2020 (as defined in the Termination Agreement), and such transaction is consummated by the two-year anniversary of the execution of the definitive agreement for such Change of Control Transaction. PacBio did not enter into a definitive agreement that provided for, or consummated, a Change of Control Transaction by September 30, 2020 (as defined in the Termination Agreement); therefore, the Reverse Termination Fee is no longer repayable. In addition, we made cash payments to PacBio of $18 million in Q4 2019, pursuant to Amendment No. 1 to the PacBio Merger Agreement , and $34 million in Q1 2020, pursuant to the Termination Agreement, collectively referred to as the Continuation Advances. Up to the $52 million of Continuation Advances is repayable without interest to us if, within two years of March 31, 2020, PacBio enters into a Change of Control Transaction or raises at least $100 million in equity or debt financing in a single transaction (with the amount repayable dependent on the amount raised by PacBio). The potential repayments of the Continuation Advances and Reverse Termination Fee meet the definition of derivative assets and are recorded at fair value. The $92 million difference between the $132 million in cash paid during Q1 2020 for the Continuation Advances and Reverse Termination Fee and the $40 million fair value of these derivative assets on the payment dates was recorded as selling, general and administrative expenses. Changes in the fair value of the derivative assets are included in other income (expense), net, and totaled $10 million and $25 million in unrealized losses in Q3 2020 and YTD 2020, respectively. Fair Value Measurements The following table presents the hierarchy for assets and liabilities measured at fair value on a recurring basis: September 27, 2020 December 29, 2019 In millions Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (cash equivalents) $ 1,449 $ — $ — $ 1,449 $ 1,732 $ — $ — $ 1,732 Debt securities in government-sponsored entities — 62 — 62 — 18 — 18 Corporate debt securities — 618 — 618 — 630 — 630 U.S. Treasury securities 649 — — 649 618 — — 618 Marketable equity securities 234 — — 234 106 — — 106 Contingent value right — — 33 33 — — 29 29 Derivative assets related to terminated acquisition — — 26 26 — — 10 10 Deferred compensation plan assets — 51 — 51 — 48 — 48 Total assets measured at fair value $ 2,332 $ 731 $ 59 $ 3,122 $ 2,456 $ 696 $ 39 $ 3,191 Liabilities: Deferred compensation plan liability $ — $ 46 $ — $ 46 $ — $ 46 $ — $ 46 |