Cover Page
Cover Page - shares shares in Millions | 9 Months Ended | |
Oct. 02, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Oct. 02, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-35406 | |
Entity Registrant Name | Illumina, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 33-0804655 | |
Entity Address, Address Line One | 5200 Illumina Way | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92122 | |
City Area Code | 858 | |
Local Phone Number | 202-4500 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | ILMN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 157.3 | |
Entity Central Index Key | 0001110803 | |
Current Fiscal Year End Date | --01-01 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Oct. 02, 2022 | Jan. 02, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,000 | $ 1,232 |
Short-term investments | 41 | 107 |
Accounts receivable, net | 628 | 648 |
Inventory, net | 559 | 431 |
Prepaid expenses and other current assets | 259 | 295 |
Total current assets | 2,487 | 2,713 |
Property and equipment, net | 1,068 | 1,024 |
Operating lease right-of-use assets | 680 | 672 |
Goodwill | 3,238 | 7,113 |
Intangible assets, net | 3,335 | 3,250 |
Other assets | 448 | 445 |
Total assets | 11,256 | 15,217 |
Current liabilities: | ||
Accounts payable | 281 | 332 |
Accrued liabilities | 1,142 | 761 |
Term notes, current portion | 499 | 0 |
Convertible senior notes, current portion | 747 | 0 |
Total current liabilities | 2,669 | 1,093 |
Operating lease liabilities | 748 | 774 |
Term notes | 495 | 993 |
Convertible senior notes | 0 | 702 |
Other long-term liabilities | 613 | 915 |
Stockholders’ equity: | ||
Common stock | 2 | 2 |
Additional paid-in capital | 9,129 | 8,938 |
Accumulated other comprehensive income | 39 | 17 |
Retained earnings | 1,281 | 5,485 |
Treasury stock, at cost | (3,720) | (3,702) |
Total stockholders’ equity | 6,731 | 10,740 |
Total liabilities and stockholders’ equity | $ 11,256 | $ 15,217 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Revenue: | ||||
Total revenue | $ 1,115 | $ 1,108 | $ 3,501 | $ 3,327 |
Cost of revenue: | ||||
Amortization of acquired intangible assets | 46 | 18 | 125 | 31 |
Total cost of revenue | 398 | 338 | 1,201 | 990 |
Gross profit | 717 | 770 | 2,300 | 2,337 |
Operating expense: | ||||
Research and development | 325 | 436 | 975 | 835 |
Selling, general and administrative | 146 | 879 | 865 | 1,666 |
Legal contingency and settlement | (11) | 0 | 598 | 0 |
Goodwill impairment | 3,914 | 0 | 3,914 | 0 |
Total operating expense | 4,374 | 1,315 | 6,352 | 2,501 |
Loss from operations | (3,657) | (545) | (4,052) | (164) |
Other income (expense): | ||||
Interest income | 3 | 0 | 4 | 0 |
Interest expense | (6) | (14) | (17) | (48) |
Other (expense) income, net | (12) | 979 | (103) | 1,010 |
Total other (expense) income, net | (15) | 965 | (116) | 962 |
(Loss) income before income taxes | (3,672) | 420 | (4,168) | 798 |
Provision for income taxes | 144 | 103 | 97 | 148 |
Net (loss) income | $ (3,816) | $ 317 | $ (4,265) | $ 650 |
(Loss) earnings per share: | ||||
Basic (in dollars per share) | $ (24.26) | $ 2.09 | $ (27.13) | $ 4.39 |
Diluted (in dollars per share) | $ (24.26) | $ 2.08 | $ (27.13) | $ 4.36 |
Shares used in computing (loss) earnings per share: | ||||
Basic (in shares) | 157 | 152 | 157 | 148 |
Diluted (in shares) | 157 | 153 | 157 | 149 |
Product revenue | ||||
Revenue: | ||||
Total revenue | $ 963 | $ 978 | $ 3,039 | $ 2,903 |
Cost of revenue: | ||||
Cost of revenue | 280 | 264 | 866 | 782 |
Service and other revenue | ||||
Revenue: | ||||
Total revenue | 152 | 130 | 462 | 424 |
Cost of revenue: | ||||
Cost of revenue | $ 72 | $ 56 | $ 210 | $ 177 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (3,816) | $ 317 | $ (4,265) | $ 650 |
Unrealized loss on available-for-sale debt securities, net of deferred tax | 0 | 0 | 0 | (1) |
Unrealized gain on cash flow hedges, net of deferred tax | 9 | 5 | 22 | 12 |
Total comprehensive (loss) income | $ (3,807) | $ 322 | $ (4,243) | $ 661 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) shares in Thousands, $ in Millions | Total | Cumulative-effect adjustment from adoption of ASU 2016-02, net of deferred tax | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital Cumulative-effect adjustment from adoption of ASU 2016-02, net of deferred tax | Accumulated Other Comprehensive Income | Retained Earnings | Retained Earnings Cumulative-effect adjustment from adoption of ASU 2016-02, net of deferred tax | Treasury Stock |
Beginning Balance (in shares) at Jan. 03, 2021 | 195,000 | ||||||||
Beginning balance (in shares) at Jan. 03, 2021 | (49,000) | ||||||||
Beginning balance at Jan. 03, 2021 | $ 4,694 | $ 2 | $ 3,815 | $ 2 | $ 4,723 | $ (3,848) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 147 | 147 | |||||||
Unrealized loss on available-for-sale debt securities, net of deferred tax | (1) | (1) | |||||||
Unrealized gain on cash flow hedges, net of deferred tax | 7 | 7 | |||||||
Issuance of common stock, net of repurchases | 7 | 31 | $ (24) | ||||||
Share-based compensation | 68 | 68 | |||||||
Ending Balance (in shares) at Apr. 04, 2021 | 195,000 | ||||||||
Ending balance (in shares) at Apr. 04, 2021 | (49,000) | ||||||||
Ending balance at Apr. 04, 2021 | 4,922 | $ 2 | 3,914 | 8 | 4,870 | $ (3,872) | |||
Beginning Balance (in shares) at Jan. 03, 2021 | 195,000 | ||||||||
Beginning balance (in shares) at Jan. 03, 2021 | (49,000) | ||||||||
Beginning balance at Jan. 03, 2021 | 4,694 | $ 2 | 3,815 | 2 | 4,723 | $ (3,848) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 650 | ||||||||
Unrealized loss on available-for-sale debt securities, net of deferred tax | (1) | ||||||||
Unrealized gain on cash flow hedges, net of deferred tax | 12 | ||||||||
Ending Balance (in shares) at Oct. 03, 2021 | 196,000 | ||||||||
Ending balance (in shares) at Oct. 03, 2021 | (39,000) | ||||||||
Ending balance at Oct. 03, 2021 | 10,593 | $ 2 | 8,849 | 13 | 5,372 | $ (3,643) | |||
Beginning Balance (in shares) at Apr. 04, 2021 | 195,000 | ||||||||
Beginning balance (in shares) at Apr. 04, 2021 | (49,000) | ||||||||
Beginning balance at Apr. 04, 2021 | 4,922 | $ 2 | 3,914 | 8 | 4,870 | $ (3,872) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 185 | 185 | |||||||
Issuance of common stock, net of repurchases (in shares) | (1,000) | ||||||||
Issuance of common stock, net of repurchases | (6) | $ (6) | |||||||
Share-based compensation | 79 | 79 | |||||||
Ending Balance (in shares) at Jul. 04, 2021 | 196,000 | ||||||||
Ending balance (in shares) at Jul. 04, 2021 | (49,000) | ||||||||
Ending balance at Jul. 04, 2021 | 5,180 | $ 2 | 3,993 | 8 | 5,055 | $ (3,878) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 317 | 317 | |||||||
Unrealized loss on available-for-sale debt securities, net of deferred tax | 0 | ||||||||
Unrealized gain on cash flow hedges, net of deferred tax | 5 | 5 | |||||||
Issuance of common stock, net of repurchases | 26 | 28 | (2) | ||||||
GRAIL acquisition | 4,986 | 4,749 | $ 237 | ||||||
GRAIL acquisition (in shares) | 10,000 | ||||||||
Share-based compensation | 79 | 79 | |||||||
Ending Balance (in shares) at Oct. 03, 2021 | 196,000 | ||||||||
Ending balance (in shares) at Oct. 03, 2021 | (39,000) | ||||||||
Ending balance at Oct. 03, 2021 | 10,593 | $ 2 | 8,849 | 13 | 5,372 | $ (3,643) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 113 | 113 | |||||||
Unrealized gain on cash flow hedges, net of deferred tax | 4 | 4 | |||||||
Issuance of common stock, net of repurchases (in shares) | (1,000) | (1,000) | |||||||
Issuance of common stock, net of repurchases | (58) | 1 | $ (59) | ||||||
Exchange of GRAIL contingent value rights | 2 | 2 | |||||||
Share-based compensation | 86 | 86 | |||||||
Ending Balance (in shares) at Jan. 02, 2022 | 197,000 | ||||||||
Ending balance (in shares) at Jan. 02, 2022 | (40,000) | ||||||||
Ending balance at Jan. 02, 2022 | 10,740 | $ (32) | $ 2 | 8,938 | $ (93) | 17 | 5,485 | $ 61 | $ (3,702) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | 86 | 86 | |||||||
Unrealized gain on cash flow hedges, net of deferred tax | 1 | 1 | |||||||
Issuance of common stock, net of repurchases | 21 | 33 | $ (12) | ||||||
Share-based compensation | 79 | 79 | |||||||
Ending Balance (in shares) at Apr. 03, 2022 | 197,000 | ||||||||
Ending balance (in shares) at Apr. 03, 2022 | (40,000) | ||||||||
Ending balance at Apr. 03, 2022 | $ 10,895 | $ 2 | 8,957 | 18 | 5,632 | $ (3,714) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2020-06 | ||||||||
Beginning Balance (in shares) at Jan. 02, 2022 | 197,000 | ||||||||
Beginning balance (in shares) at Jan. 02, 2022 | (40,000) | ||||||||
Beginning balance at Jan. 02, 2022 | $ 10,740 | $ (32) | $ 2 | 8,938 | $ (93) | 17 | 5,485 | $ 61 | $ (3,702) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (4,265) | ||||||||
Unrealized loss on available-for-sale debt securities, net of deferred tax | 0 | ||||||||
Unrealized gain on cash flow hedges, net of deferred tax | 22 | ||||||||
Ending Balance (in shares) at Oct. 02, 2022 | 197,000 | ||||||||
Ending balance (in shares) at Oct. 02, 2022 | (40,000) | ||||||||
Ending balance at Oct. 02, 2022 | 6,731 | $ 2 | 9,129 | 39 | 1,281 | $ (3,720) | |||
Beginning Balance (in shares) at Apr. 03, 2022 | 197,000 | ||||||||
Beginning balance (in shares) at Apr. 03, 2022 | (40,000) | ||||||||
Beginning balance at Apr. 03, 2022 | 10,895 | $ 2 | 8,957 | 18 | 5,632 | $ (3,714) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (535) | (535) | |||||||
Unrealized gain on cash flow hedges, net of deferred tax | 12 | 12 | |||||||
Issuance of common stock, net of repurchases | (4) | $ (4) | |||||||
Share-based compensation | 76 | 76 | |||||||
Ending Balance (in shares) at Jul. 03, 2022 | 197,000 | ||||||||
Ending balance (in shares) at Jul. 03, 2022 | (40,000) | ||||||||
Ending balance at Jul. 03, 2022 | 10,444 | $ 2 | 9,033 | 30 | 5,097 | $ (3,718) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net (loss) income | (3,816) | (3,816) | |||||||
Unrealized loss on available-for-sale debt securities, net of deferred tax | 0 | ||||||||
Unrealized gain on cash flow hedges, net of deferred tax | 9 | 9 | |||||||
Issuance of common stock, net of repurchases | 28 | 30 | $ (2) | ||||||
Share-based compensation | 66 | 66 | |||||||
Ending Balance (in shares) at Oct. 02, 2022 | 197,000 | ||||||||
Ending balance (in shares) at Oct. 02, 2022 | (40,000) | ||||||||
Ending balance at Oct. 02, 2022 | $ 6,731 | $ 2 | $ 9,129 | $ 39 | $ 1,281 | $ (3,720) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 9 Months Ended | |
Oct. 02, 2022 | Oct. 03, 2021 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (4,265) | $ 650 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation expense | 158 | 128 |
Amortization of intangible assets | 130 | 34 |
Share-based compensation expense | 266 | 656 |
Accretion of debt discount on convertible senior notes | 0 | 26 |
Deferred income taxes | (40) | (81) |
Goodwill impairment | 3,914 | 0 |
Gain on previously held investment in GRAIL | 0 | (900) |
Net losses (gains) on strategic investments | 79 | (46) |
Loss (gain) on Helix contingent value right | 8 | (30) |
Gain on derivative assets related to terminated acquisition | 0 | (26) |
Change in fair value of contingent consideration liabilities | (230) | (7) |
Other | 7 | 26 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 13 | (125) |
Inventory | (127) | (27) |
Prepaid expenses and other current assets | 10 | (34) |
Operating lease right-of-use assets and liabilities, net | (10) | (9) |
Other assets | 17 | (35) |
Accounts payable | (51) | (28) |
Accrued liabilities | 388 | 81 |
Other long-term liabilities | (22) | 10 |
Net cash provided by operating activities | 245 | 263 |
Cash flows from investing activities: | ||
Maturities of available-for-sale securities | 0 | 331 |
Purchases of available-for-sale securities | 0 | (77) |
Sales of available-for-sale securities | 0 | 1,031 |
Cash received for derivative assets related to terminated acquisition | 0 | 52 |
Purchases of property and equipment | (198) | (138) |
Purchases of strategic investments | (26) | (44) |
Sales of strategic investments | 0 | 220 |
Net cash paid for acquisitions | (85) | (2,444) |
Cash paid for intangible asset | (180) | 0 |
Net cash used in investing activities | (489) | (1,069) |
Cash flows from financing activities: | ||
Net proceeds from issuance of debt | 0 | 988 |
Payments on convertible senior notes | 0 | (517) |
Taxes paid related to net share settlement of equity awards | (19) | (452) |
Proceeds from issuance of common stock | 63 | 59 |
Net cash provided by financing activities | 44 | 78 |
Effect of exchange rate changes on cash and cash equivalents | (32) | (2) |
Net decrease in cash and cash equivalents | (232) | (730) |
Cash and cash equivalents at beginning of period | 1,232 | 1,810 |
Cash and cash equivalents at end of period | $ 1,000 | $ 1,080 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 9 Months Ended |
Oct. 02, 2022 | |
Accounting Policies [Abstract] | |
Organization and Significant Accounting Policies | 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES Business Overview We are a provider of sequencing- and array-based solutions, serving customers in the research, clinical and applied markets. Our products are used for applications in the life sciences, oncology, reproductive health, agriculture and other emerging segments. Our customers include leading genomic research centers, academic institutions, government laboratories, and hospitals, as well as pharmaceutical, biotechnology, commercial molecular diagnostic laboratories, and consumer genomics companies . On August 18, 2021, we acquired GRAIL, a healthcare company focused on early detection of multiple cancers. GRAIL’s Galleri blood test detects various types of cancers before they are symptomatic. The acquisition is subject to ongoing legal proceedings and GRAIL is currently being held and operated as a separate company, with oversight provided by an appointed, independent monitoring trustee. Refer to note “ 7. Legal Proceedings ” for additional details. We have included the financial results of GRAIL in our condensed consolidated financial statements from the date of acquisition. We finalized the allocation of the purchase price for the GRAIL acquisition in August 2022. See note “ 6. Supplemental Balance Sheet Details .” In addition, GRAIL is a separate reportable segment. Refer to note “ 9. Segment Information ” for additional details. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Interim financial results are not necessarily indicative of results anticipated for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the fiscal year ended January 2, 2022, from which the prior year balance sheet information herein was derived. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expense, and related disclosure of contingent assets and liabilities. Though the impact of the COVID-19 pandemic to our business and operating results presents additional uncertainty, we continue to use the best information available to form our critical accounting estimates. Actual results could differ from those estimates. The unaudited condensed consolidated financial statements include our accounts, our wholly-owned subsidiaries, and majority-owned or controlled companies. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented. Fiscal Year Our fiscal year is the 52 or 53 weeks ending the Sunday closest to December 31, with quarters of 13 or 14 weeks ending the Sunday closest to March 31, June 30, September 30, and December 31. References to Q3 2022 and Q3 2021 refer to the three months ended October 2, 2022 and October 3, 2021, respectively, which were both 13 weeks, and references to year-to-date (YTD) 2022 and 2021 refer to the nine months ended October 2, 2022 and October 3, 2021, respectively, which were both 39 weeks. Significant Accounting Policies During YTD 2022, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended January 2, 2022, except as described in Recently Adopted Accounting Pronouncements below. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The new standard reduces the number of accounting models for convertible debt instruments, amends the accounting for certain contracts in an entity’s own equity, and modifies how certain convertible instruments and contracts that may be settled in cash or shares impact the calculation of diluted earnings per share. Specifically, the guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments and requires the use of the if-converted method to calculate diluted earnings per share. We adopted the standard on its effective date in the first quarter of 2022 using a modified retrospective approach by recognizing a cumulative-effect adjustment to retained earnings on January 3, 2022. We did not restate prior periods. As a result of the adoption, we increased our convertible senior notes and retained earnings, on January 3, 2022, by $43 million and $61 million, respectively, and decreased our deferred tax liabilities, included in other long-term liabilities on the condensed consolidated balance sheets, and additional paid-in capital by $11 million and $93 million, respectively. Interest expense recognized in future periods will be reduced as a result of accounting for our convertible senior notes as a single liability measured at amortized cost. See note “ 4. Debt ” for additional details on the adoption of ASU 2020-06. Earnings (Loss) per Share Basic earnings (loss) per share is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of shares issuable under convertible senior notes and equity awards. On January 3, 2022, we adopted ASU 2020-06. As a result, beginning in Q1 2022, we utilize the if-converted method to calculate the impact of convertible senior notes on diluted earnings (loss) per share. Prior to the adoption of ASU 2020-06, we applied the treasury stock method when calculating the potential dilutive effect, if any, of convertible senior notes which we intended to settle or have settled in cash the principal outstanding. Under the treasury stock method, convertible senior notes would have a dilutive impact when the average market price of our common stock exceeded the applicable conversion price of the respective notes. Potentially dilutive common shares from equity awards are determined using the average share price for each period under the treasury stock method. In addition, proceeds from exercise of equity awards and the average amount of unrecognized compensation expense for equity awards are assumed to be used to repurchase shares. In loss periods, basic loss per share and diluted loss per share are identical since the effect of dilutive potential common shares is anti-dilutive and therefore excluded. The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings (loss) per share: In millions Q3 2022 Q3 2021 YTD 2022 YTD 2021 Weighted average shares outstanding 157 152 157 148 Effect of potentially dilutive common shares from: Equity awards — 1 — 1 Weighted average shares used in calculating diluted earnings (loss) per share 157 153 157 149 Anti-dilutive shares: Convertible senior notes 2 — 2 — Equity awards 2 — 2 — Potentially dilutive shares excluded from calculation due to anti-dilutive effect 4 — 4 — |
Revenue
Revenue | 9 Months Ended |
Oct. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 2. REVENUE Our revenue is generated primarily from the sale of products and services. Product revenue primarily consists of sales of instruments and consumables used in genetic analysis. Service and other revenue primarily consists of revenue generated from genotyping and sequencing services, instrument service contracts, development and licensing agreements, and cancer detection testing services related to the GRAIL business. Revenue by Source Q3 2022 Q3 2021 In millions Sequencing Microarray Total Sequencing Microarray Total Consumables $ 720 $ 76 $ 796 $ 723 $ 71 $ 794 Instruments 162 5 167 180 4 184 Total product revenue 882 81 963 903 75 978 Service and other revenue 133 19 152 112 18 130 Total revenue $ 1,015 $ 100 $ 1,115 $ 1,015 $ 93 $ 1,108 YTD 2022 YTD 2021 In millions Sequencing Microarray Total Sequencing Microarray Total Consumables $ 2,237 $ 225 $ 2,462 $ 2,123 $ 224 $ 2,347 Instruments 563 14 577 544 12 556 Total product revenue 2,800 239 3,039 2,667 236 2,903 Service and other revenue 390 72 462 348 76 424 Total revenue $ 3,190 $ 311 $ 3,501 $ 3,015 $ 312 $ 3,327 Revenue by Geographic Area Based on region of destination (in millions) Q3 2022 Q3 2021 YTD 2022 YTD 2021 Americas $ 597 $ 583 $ 1,885 $ 1,733 Europe, Middle East, and Africa 290 313 914 938 Greater China (1) 133 122 378 382 Asia-Pacific 95 90 324 274 Total revenue $ 1,115 $ 1,108 $ 3,501 $ 3,327 _____________ (1) Region includes revenue from China, Taiwan, and Hong Kong. Performance Obligations We regularly enter into contracts with multiple performance obligations. Most performance obligations are generally satisfied within a short time frame, approximately three Contract Assets and Liabilities Contract assets, which consist of revenue recognized and performance obligations satisfied or partially satisfied in advance of customer billing, were $17 million and $16 million as of October 2, 2022 and January 2, 2022, respectively, and were recorded in prepaid expenses and other current assets. Contract liabilities, which consist of deferred revenue and customer deposits, as of October 2, 2022 and January 2, 2022 were $288 million and $297 million, respectively, of which the short-term portions of $225 million and $234 million, respectively, were recorded in accrued liabilities and the remaining long-term portions were recorded in other long-term liabilities. Revenue recorded in Q3 2022 and YTD 2022 included $41 million and $206 million, respectively, of previously deferred revenue that was included in contract liabilities as of January 2, 2022. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 9 Months Ended |
Oct. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Investments and Fair Value Measurements | 3. INVESTMENTS AND FAIR VALUE MEASUREMENTS Strategic Investments Marketable Equity Securities Our short-term investments consist of marketable equity securities. As of October 2, 2022 and January 2, 2022, the fair value of our marketable equity securities totaled $41 million and $107 million, respectively. Net gains (losses) recognized in other (expense) income, net on our marketable equity securities were as follows: In millions Q3 2022 Q3 2021 YTD 2022 YTD 2021 Net gains (losses) recognized during the period on marketable equity securities $ 3 $ 45 $ (66) $ (23) Less: Net losses recognized during the period on marketable equity securities sold during the period — — — (7) Net unrealized gains (losses) recognized during the period on marketable equity securities still held at the reporting date $ 3 $ 45 $ (66) $ (16) Non-Marketable Equity Securities As of October 2, 2022 and January 2, 2022, the aggregate carrying amounts of our non-marketable equity securities without readily determinable fair values, included in other assets, were $42 million and $40 million, respectively. Revenue recognized from transactions with our strategic investees was $27 million and $83 million for Q3 2022 and YTD 2022, respectively, and $14 million and $47 million for Q3 2021 and YTD 2021 , 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 $150 million, callable through July 2029, respectively, of which $11 million and up to $101 million, respectively, remained callable as of October 2, 2022. Our investments in the Funds are accounted for as equity-method investments. The aggregate carrying amounts of the Funds, included in other assets, were $184 million and $173 million as of October 2, 2022 and January 2, 2022, respectively. We recorded unrealized losses of $5 million and $11 million in Q3 2022 and YTD 2022, respectively, and unrealized gains of $23 million in Q3 2021 and $54 million in YTD 2021, in other (expense) income, net. Helix Contingent Value Right In conjunction with the deconsolidation of Helix Holdings I, LLC (Helix) in April 2019, we received 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. Changes in the fair value of the contingent value right resulted in unrealized losses of $5 million and $8 million in Q3 2022 and YTD 2022, respectively, and unrealized gains of $12 million and $30 million in Q3 2021 and YTD 2021, respectively, which were included in other (expense) income, net. Derivative Assets Related to Terminated Acquisition Pursuant to the Agreement and Plan of Merger (the PacBio Merger Agreement ) to acquire Pacific Biosciences of California, Inc. (PacBio) entered into in November 2018 and amended in September 2019 ( Amendment No. 1 to the PacBio Merger Agreement ) and the subsequent agreement to terminate the PacBio Merger Agreement (the Termination Agreement ) entered into in January 2020, we made cash payments to PacBio of $18 million in Q4 2019 and $34 million in Q1 2020, respectively, collectively referred to as the Continuation Advances. Up to the $52 million of Continuation Advances was repayable, without interest, if, within two years of March 31, 2020, PacBio entered into a Change of Control Transaction or raised at least $100 million in equity or debt financing in a single transaction (with the amount repayable dependent on the amount raised by PacBio). In February 2021, PacBio entered into an investment agreement with SB Northstar LP for the issuance and sale of $900 million in aggregate principal amount of PacBio’s convertible notes. Pursuant to the PacBio Merger Agreement, PacBio repaid to us the $52 million of Continuation Advances and we recorded a gain of $26 million in Q1 2021, which was included in other (expense) income, net. Fair Value Measurements The following table presents the hierarchy for assets and liabilities measured at fair value on a recurring basis: October 2, 2022 January 2, 2022 In millions Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (cash equivalents) $ 551 $ — $ — $ 551 $ 688 $ — $ — $ 688 Marketable equity securities 41 — — 41 107 — — 107 Helix contingent value right — — 57 57 — — 65 65 Deferred compensation plan assets — 49 — 49 — 60 — 60 Total assets measured at fair value $ 592 $ 49 $ 57 $ 698 $ 795 $ 60 $ 65 $ 920 Liabilities: Contingent consideration liabilities $ — $ — $ 387 $ 387 $ — $ — $ 615 $ 615 Deferred compensation plan liability — 46 — 46 — 56 — 56 Total liabilities measured at fair value $ — $ 46 $ 387 $ 433 $ — $ 56 $ 615 $ 671 Our marketable equity securities are measured at fair value based on quoted trade prices in active markets. Our deferred compensation plan assets consist primarily of investments in life insurance contracts carried at cash surrender value, which reflects the net asset value of the underlying publicly traded mutual funds. We perform control procedures to corroborate the fair value of our holdings, including comparing valuations obtained from our investment service provider to valuations reported by our asset custodians, validating pricing sources and models, and reviewing key model inputs, if necessary. We elected the fair value option to measure the contingent value right received from Helix. The fair value of such contingent value right, included in other assets, is derived using a Monte Carlo simulation. Estimates and assumptions used in the Monte Carlo simulation include probabilities related to the timing and outcome of future financing and/or liquidity events, assumptions regarding collectibility and volatility, and an estimated equity value of Helix. These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. We reassess the fair value of contingent consideration related to acquisitions on a quarterly basis. The contingent value rights issued as part of the GRAIL acquisition entitle the holders to receive future cash payments on a quarterly basis (Covered Revenue Payments) representing a pro rata portion of certain GRAIL-related revenues (Covered Revenues) each year for a 12-year period. As defined in the Contingent Value Rights Agreement , 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. Covered Revenues for Q4 2021, Q1 2022, and Q2 2022 were $32 million in aggregate, driven primarily by sales of GRAIL’s Galleri test. Corresponding Covered Revenue Payments in YTD 2022 were approximately $297,000; however, pursuant to the Contingent Value Rights Agreement, a portion of the Covered Revenue Payments were applied to reimburse us for certain expenses. We use a Monte Carlo simulation to estimate the fair value of contingent consideration related to the GRAIL acquisition. Estimates and assumptions used in the Monte Carlo simulation include forecasted revenues for GRAIL, a revenue risk premium, a revenue volatility estimate, an operational leverage ratio and a counterparty credit spread. These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. Changes in the fair value of contingent consideration subsequent to the acquisition date are recognized in selling, general and administrative expense in our condensed consolidated statements of operations. The fair value of our contingent consideration liability related to the GRAIL acquisition was $387 million and $615 million as of October 2, 2022 and January 2, 2022, respectively, of which $386 million and $614 million, respectively, was included in other long-term liabilities, with the remaining balances included in accrued liabilities. Changes in the estimated fair value of our contingent consideration liabilities during YTD 2022 were as follows: In millions Balance as of January 2, 2022 $ 615 Acquisition 2 Change in estimated fair value (230) Balance as of October 2, 2022 $ 387 |
Debt
Debt | 9 Months Ended |
Oct. 02, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 4. DEBT Summary of Term Debt Obligations In millions October 2, January 2, Principal amount of 2031 Term Notes outstanding $ 500 $ 500 Principal amount of 2023 Term Notes outstanding 500 500 Unamortized discounts and debt issuance costs (6) (7) Net carrying amount of term notes 994 993 Less: current portion (499) — Term notes, non-current $ 495 $ 993 Fair value of term notes outstanding (Level 2) $ 877 $ 996 0.550% Term Notes due 2023 (2023 Term Notes) and 2.550% Term Notes due 2031 (2031 Term Notes) On March 23, 2021, we issued $500 million aggregate principal amount of term notes due 2023 (2023 Term Notes) and $500 million aggregate principal amount of term notes due 2031 (2031 Term Notes, together the Term Notes). We received net proceeds from the issuance of $992 million, after deducting discounts and debt issuance costs. The 2023 and 2031 Term Notes accrue interest at a rate of 0.550% and 2.550% per annum, respectively, payable semi-annually. Interest is payable on March 23 and September 23 of each year, beginning on September 23, 2021. The 2023 Term Notes mature on March 23, 2023, and the 2031 Term Notes mature on March 23, 2031. We may redeem for cash all or any portion of the Term Notes, at our option, at any time prior to maturity. The 2023 Term Notes and, prior to December 23, 2030, the 2031 Term Notes are redeemable at make-whole premium redemption prices as defined in the applicable forms of note. After December 23, 2030, the 2031 Term Notes are redeemable at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest up to, but excluding, the redemption date. Interest expense recognized on the Term Notes, which included amortization of debt discounts and issuance costs, was $4 million and $13 million in Q3 2022 and YTD 2022, respectively, and $4 million and $9 million in Q3 2021 and YTD 2021, respectively. 0% Convertible Senior Notes due 2023 (2023 Convertible Notes) In millions October 2, January 2, Principal amount outstanding $ 750 $ 750 Unamortized debt discount and issuance costs (3) (48) Net carrying amount of liability component $ 747 $ 702 Less: current portion (747) — Convertible senior notes, non-current $ — $ 702 Carrying value of equity component, net of debt issuance costs $ — $ 126 Fair value of convertible senior notes outstanding (Level 2) $ 721 $ 854 In August 2018, we issued $750 million aggregate principal amount of convertible senior notes due 2023 (2023 Convertible Notes). The 2023 Convertible Notes carry no coupon interest and mature on August 15, 2023. The 2023 Convertible Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, based on an initial conversion rate, subject to adjustment, of 2.1845 shares of common stock per $1,000 principal amount of notes (which represents an initial conversion price of approximately $457.77 per share of common stock), only in the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price in effect on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2023 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events described in the indenture. Regardless of the foregoing circumstances, the holders may convert their notes on or after May 15, 2023 until August 11, 2023. The 2023 Convertible Notes were not convertible as of October 2, 2022. We may redeem for cash all or any portion of the 2023 Convertible Notes, at our option, on or after August 20, 2021 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect (currently $595.10) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid special interest to, but excluding, the redemption date. At the time of issuance, the embedded conversion feature of the 2023 Convertible Notes was required to be bifurcated from the notes and accounted for as an equity instrument classified within stockholders’ equity. As a result, we recognized $126 million in additional paid-in capital in 2018, which was recorded as a debt discount and subsequently amortized to interest expense at an estimated effective rate, assuming no conversion option, of 3.7%. As of January 3, 2022, we adopted ASU 2020-06, which removed the requirement to separate the embedded conversion feature from the notes and requires the notes to be accounted for as a single liability measured at amortized cost. Accordingly, we reclassified the unamortized debt discount from additional paid-in capital to convertible senior notes in the condensed consolidated balance sheets on January 3, 2022. This resulted in an increase to our convertible senior notes and retained earnings of $43 million and $61 million, respectively, and a decrease to our deferred tax liabilities, included in other long-term liabilities, and additional paid-in capital of $11 million and $93 million, respectively. Interest expense recognized on the 2023 Convertible Notes, which included amortization of debt issuance costs, was $1 million and $2 million in Q3 2022 and YTD 2022, respectively. Interest expense recognized on the 2023 Convertible Notes in Q3 2021 and YTD 2021 was $7 million and $21 million, respectively, which included amortization of the original debt discount and debt issuance costs. 0.5% Convertible Senior Notes due 2021 (2021 Convertible Notes) In June 2014, we issued $517 million aggregate principal amount of convertible senior notes due 2021 (2021 Convertible Notes). The 2021 Convertible Notes matured on June 15, 2021, by which time the principal had been converted and was repaid in cash. The excess of the conversion value over the principal amount was paid in 0.7 million shares of common stock and we recorded a loss on extinguishment of debt of $1 million in Q2 2021. Interest expense recognized on the 2021 Convertible Notes, which included amortization of debt discount and issuance costs, was $7 million in YTD 2021, respectively. Our adoption of ASU 2020-06 on January 3, 2022 did not impact the accounting for the 2021 Convertible Notes since they were converted and repaid prior to the date of adoption. Credit Agreement On March 8, 2021, we entered into a credit agreement (the Credit Agreement), which provides us with a $750 million senior unsecured five-year revolving credit facility, including a $40 million sublimit for swingline borrowings and a $50 million sublimit for letters of credit (the Credit Facility). The proceeds of the loans under the Credit Facility may be used to finance working capital needs and for general corporate purposes. Any loans under the Credit Facility will have a variable interest rate based on either the eurocurrency rate or the alternate base rate, plus an applicable spread that varies with the Company’s debt rating. The Credit Agreement includes an option for us to elect to increase the commitments under the Credit Facility or to enter into one or more tranches of term loans in the aggregate principal amount of up to $250 million, subject to the consent of the lenders providing the additional commitments or term loans, as applicable, and certain other conditions. The Credit Agreement contains financial and operating covenants. Pursuant to the Credit Agreement, we are required to maintain a ratio of total debt to annual earnings before interest, taxes, depreciation and amortization (EBITDA), calculated based on the four consecutive fiscal quarters ending with the most recent fiscal quarter, of not greater than 3.50 to 1.00 as of the end of each fiscal quarter. Upon the consummation of any Qualified Acquisition (as defined in the Credit Agreement) and us providing notice to the Administrative Agent, the ratio increases to 4.00 to 1.00 for the fiscal quarter in which the acquisition is consummated and the three consecutive fiscal quarters thereafter. The operating covenants include, among other things, limitations on (i) the incurrence of indebtedness by our subsidiaries, (ii) liens on our and our subsidiaries assets, and (iii) certain fundamental changes and the disposition of assets by us and our subsidiaries. The Credit Agreement contains other customary covenants, representations and warranties, and events of default. The Credit Facility matures, and all amounts outstanding thereunder become due and payable in full, on March 8, 2026, subject to two one-year extensions at our option, the consent of the extending lenders and certain other conditions. We may prepay amounts borrowed and terminate commitments under the Credit Facility at any time without premium or penalty. As of October 2, 2022, there were no borrowings outstanding under the Credit Facility, and we were in compliance with all financial and operating covenants. |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Oct. 02, 2022 | |
Equity [Abstract] | |
Stockholders’ Equity | 5. STOCKHOLDERS’ EQUITY As of October 2, 2022, approximately 1.8 million shares remained available for future grants under the 2015 Stock and Incentive Compensation Plan. Restricted Stock Restricted stock activity was as follows: Restricted Performance Stock Units (PSU) (1) Weighted-Average Grant Date Fair Value per Share Units in thousands RSU PSU Outstanding at January 2, 2022 1,130 328 $ 345.66 $ 466.42 Awarded 1,175 (111) $ 316.48 $ 476.80 Vested (109) — $ 386.20 $ — Cancelled (149) (34) $ 343.26 $ 423.89 Outstanding at October 2, 2022 2,047 183 $ 326.88 $ 468.11 _____________ (1) The number of units reflect the estimated number of shares to be issued at the end of the performance period. Awarded units are presented net of performance adjustments. Stock Options Stock option activity was as follows: Units in thousands Options Weighted-Average Performance Stock Options (1) Weighted-Average Outstanding at January 2, 2022 8 $ 66.42 17 $ 85.54 Granted 180 $ 330.25 — $ — Exercised (1) $ 6.55 — $ — Outstanding at October 2, 2022 187 $ 319.72 17 $ 85.54 Exercisable at October 2, 2022 8 $ 71.09 — $ — _____________ (1) The number of units reflect awards that have been granted and for which it is assumed to be probable that the underlying performance goals will be achieved. Liability-Classified Awards We grant cash-based equity incentive awards to GRAIL employees. On October 1, 2022, upon recommendation from GRAIL’s management, it was determined at a meeting of the Compensation Committee of Illumina’s Board of Directors that, for purposes of valuation and performance measurement of the awards, GRAIL’s stand-alone valuation, as determined by GRAIL using a reasonable calculation and based on advice from independent valuation experts and analyses, would be used for valuation and performance measurement purposes. Cash-based equity incentive award activity was as follows: In millions Outstanding at January 2, 2022 $ 184 Granted 107 Vested and paid in cash (32) Cancelled (33) Outstanding at October 2, 2022 $ 226 Estimated liability as of October 2, 2022 (included in accrued liabilities) $ 24 We recognized share-based compensation expense of $17 million and $46 million in Q3 2022 and YTD 2022, respectively. No share-based compensation expense was recognized in Q3 2021 and YTD 2021. As of October 2, 2022, approximately $202 million of total unrecognized compensation cost related to awards issued to date was expected to be recognized over a weighted-average period of approximately 3.2 years. In connection with the acquisition of GRAIL, we assumed a performance-based award for which vesting is based on GRAIL’s future revenues. The award has an aggregate potential value of up to $78 million and expires, to the extent unvested, in August 2030. As of October 2, 2022, it was not probable that the performance conditions associated with the award will be achieved and, therefore, no share-based compensation expense, or corresponding liability, has been recognized in the condensed consolidated financial statements to-date. Employee Stock Purchase Plan The price at which common stock is purchased under the Employee Stock Purchase Plan (ESPP) is equal to 85% of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower. During YTD 2022, approximately 0.3 million shares were issued under the ESPP. As of October 2, 2022, there were approximately 12.8 million shares available for issuance under the ESPP. Share Repurchases We did not repurchase any shares during YTD 2022. As of October 2, 2022, authorizations to repurchase approximately $15 million of our common stock remained available under the $750 million share repurchase program authorized by our Board of Directors on February 5, 2020. The repurchases may be completed under a 10b5-1 plan or at management’s discretion. Share-Based Compensation Share-based compensation expense, which includes expense for both equity and liability-classified awards, reported in our condensed consolidated statements of operations was as follows: In millions Q3 2022 Q3 2021 YTD 2022 YTD 2021 Cost of product revenue $ 7 $ 7 $ 20 $ 22 Cost of service and other revenue 2 1 4 3 Research and development 37 193 112 243 Selling, general and administrative 37 496 130 576 Share-based compensation expense before taxes 83 697 266 844 Related income tax benefits (18) (29) (60) (57) Share-based compensation expense, net of taxes $ 65 $ 668 $ 206 $ 787 In connection with the acquisition of GRAIL, we recognized, in Q3 2021, share-based compensation expense of $615 million related to the fair value of accelerated equity awards attributable to the post-combination period, of which $167 million was recorded in research and development expense and $448 million in selling, general and administrative expense. In February 2021, we modified the metrics and reduced the maximum potential payouts for our performance stock units granted in 2019 and 2020. The PSU granted in 2019 vested on January 2, 2022 and the PSU granted in 2020 vests at the end of the three-year period ending on January 1, 2023. The modifications affected 52 employees with units granted in 2019, which resulted in total incremental share-based compensation expense of approximately $41 million, and 72 employees with units granted in 2020, which resulted in total incremental share-based compensation expense of approximately $65 million. The assumptions used and the resulting estimate of weighted-average fair value per share for stock purchased under the ESPP during YTD 2022 were as follows: Employee Stock Purchase Rights Risk-free interest rate 0.06% - 2.98% Expected volatility 37% - 51% Expected term 0.5 - 1.0 year Expected dividends 0 % Weighted-average grant-date fair value per share $ 50.22 As of October 2, 2022, approximately $538 million of total unrecognized compensation cost related to restricted stock, stock options and ESPP shares issued to date was expected to be recognized over a weighted-average period of approximately 2.4 years. |
Supplemental Balance Sheet Deta
Supplemental Balance Sheet Details | 9 Months Ended |
Oct. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Balance Sheet Details | 6. SUPPLEMENTAL BALANCE SHEET DETAILS Accounts Receivable In millions October 2, January 2, Trade accounts receivable, gross $ 632 $ 651 Allowance for credit losses (4) (3) Total accounts receivable, net $ 628 $ 648 Inventory In millions October 2, January 2, Raw materials $ 231 $ 144 Work in process 387 333 Finished goods 29 32 Inventory, gross 647 509 Inventory reserve (88) (78) Total inventory, net $ 559 $ 431 Intangible Assets and Goodwill We recorded a developed technology intangible asset of $23 million, with a useful life of 7 years, and a database intangible asset of $12 million, with a useful life of 7 years, as a result of an acquisition in Q2 2022. We are still finalizing the allocation of the purchase price as additional information is received to complete our analysis. We expect to finalize the valuation as soon as practicable, but no later than one year after the acquisition date. In addition, we recorded a licensed technology intangible asset of $180 million, with a useful life of 6.5 years, as a result of our litigation settlement with BGI in Q3 2022. Refer to note “ 7. Legal Proceedings ” for additional details. Changes to goodwill during YTD 2022 were as follows: In millions Balance as of January 2, 2022 $ 7,113 Impairment (3,914) Acquisition 45 Measurement period adjustment (6) Balance as of October 2, 2022 $ 3,238 We recorded a measurement period adjustment in Q3 2022 related to our GRAIL acquisition to decrease goodwill and increase deferred tax assets by $6 million, as a result of finalizing GRAIL’s U.S. tax returns. The measurement period adjustment was made to reflect facts and circumstances that existed as of the acquisition date. We finalized the allocation of the purchase price for the GRAIL acquisition in August 2022. Impairment of Goodwill We test goodwill for impairment annually, as of May, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We performed our annual impairment test in Q2 2022, as of May 2022. We performed a qualitative assessment for the Core Illumina reporting unit, noting no impairment. For the GRAIL reporting unit, we performed a quantitative assessment and determined a fair value for the reporting unit using a discounted cash flow model, which included assumptions for projected cash flows and a discount rate of 16.0%. The selected discount rate was determined using a weighted average cost of capital for risk factors specific to GRAIL and other market and industry data. The estimates and assumptions used represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. Based on the quantitative test performed, the fair value of the GRAIL reporting unit exceeded its carrying value by $700 million and no goodwill impairment was recorded in Q2 2022. On July 13, 2022, the EU General Court ruled that the European Commission has jurisdiction to review our acquisition of GRAIL. Additionally, on September 6, 2022, the European Commission issued its decision prohibiting the acquisition. Refer to note “ 7. Legal Proceedings ” for additional details. These decisions, along with a continued and significant decrease in the Company’s stock price and market capitalization, led us to believe that a triggering event occurred and that an interim goodwill and intangible asset impairment test was required in Q3 2022. Based on our interim analysis, we concluded that our GRAIL reporting unit’s carrying value exceeded its estimated fair value. As a result, we recorded $3,914 million of goodwill impairment related to our GRAIL reporting unit in Q3 2022, primarily due to the negative impact of current capital market conditions and a higher discount rate selected for the fair value calculation of the GRAIL reporting unit. No impairment was recorded for our Core Illumina reporting unit, noting its fair value exceeded its carrying value by more than $30 billion. We performed our interim goodwill impairment test using a combination of both an income and a market approach to determine the fair value of each reporting unit. The income approach utilized the estimated discounted cash flows for each reporting unit while the market approach utilized comparable company information. Estimates and assumptions used in the income approach included projected cash flows for both the GRAIL and Core Illumina reporting units and a discount rate for each reporting unit. Discount rates were determined using a weighted average cost of capital for risk factors specific to each reporting unit and other market and industry data. For the GRAIL reporting unit, the discount rate selected was 22.0%. The estimates and assumptions used in our assessment represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. The assumptions used in our impairment analysis are inherently subject to uncertainty and we note that small changes in these assumptions could have a significant impact on the concluded value. In order to further validate the reasonableness of the fair values concluded for our reporting units, a reconciliation to market capitalization was performed by estimating a reasonable implied control premium and other market factors. As a result of the impairment taken in Q3 2022, the carrying value of our GRAIL reporting unit now approximates its fair value. As such, changes in our future operating results, cash flows, share price, market capitalization or discount rates, as well as future regulatory decisions related to our acquisition of GRAIL, used when conducting future goodwill impairment tests could affect the estimated fair values of our reporting units and may result in additional goodwill impairment charges in the future. We will continue to monitor events occurring or circumstances changing which may suggest that goodwill should be reevaluated during interim periods prior to the annual impairment test. As of Q3 2022, remaining goodwill allocated to the GRAIL reporting unit was $2,178 million. In conjunction with the interim goodwill impairment test, we also evaluated the IPR&D intangible asset, assigned to the GRAIL reporting unit, for potential impairment. We performed our interim impairment test by comparing the carrying value of the IPR&D intangible asset to its estimated fair value, which was determined by the income approach, using a discounted cash flow model. Estimates and assumptions used in the income approach included projected cash flows and a discount rate. These estimates and assumptions represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. Based on our interim impairment test, the carrying value of the IPR&D intangible asset did not exceed its estimated fair value. As a result, no impairment for the IPR&D intangible asset was recorded in Q3 2022. We also performed a recoverability test for the definite-lived intangible assets assigned to the GRAIL reporting unit, which includes developed technology and trade name, noting no impairment in Q3 2022. Additionally, no impairment was noted for the definite-lived intangible assets assigned to our Core Illumina reporting unit. Accrued Liabilities In millions October 2, January 2, Legal contingencies (1) $ 453 $ — Contract liabilities, current portion 225 234 Accrued compensation expenses 173 241 Accrued taxes payable 81 98 Operating lease liabilities, current portion 77 71 Liability-classified equity incentive awards 24 11 Other, including warranties (2) 109 106 Total accrued liabilities $ 1,142 $ 761 _____________ (1) See note “ 7. Legal Proceedings ” for additional details. (2) See table below for changes in the reserve for product warranties. Changes in the reserve for product warranties were as follows: In millions Q3 2022 Q3 2021 YTD 2022 YTD 2021 Balance at beginning of period $ 21 $ 16 $ 22 $ 13 Additions charged to cost of product revenue 5 5 17 20 Repairs and replacements (7) (6) (20) (18) Balance at end of period $ 19 $ 15 $ 19 $ 15 We generally provide a one-year warranty on instruments. Additionally, we provide a warranty on consumables through the expiration date, which generally ranges from six Derivative Financial Instruments We are exposed to foreign exchange rate risks in the normal course of business and use derivative financial instruments to partially offset this exposure. We do not use derivative financial instruments for speculative or trading purposes. Foreign exchange contracts are carried at fair value in other current assets, other assets, accrued liabilities, or other long-term liabilities, as appropriate, on the condensed consolidated balance sheets. We use foreign exchange forward contracts to manage foreign currency risks related to monetary assets and liabilities denominated in currencies other than the U.S. dollar. These derivative financial instruments have terms of one month or less and are not designated as hedging instruments. Changes in fair value of these derivatives are recognized in other (expense) income, net, along with the re-measurement gain or loss on the foreign currency denominated assets or liabilities. As of October 2, 2022, we had foreign exchange forward contracts in place to hedge exposures in the euro, Japanese yen, Australian dollar, Canadian dollar, Singapore dollar, Chinese Yuan Renminbi, and British pound. As of October 2, 2022 and January 2, 2022, the total notional amounts of outstanding forward contracts in place for these foreign currency purchases were $472 million and $462 million, respectively. We also use foreign currency forward contracts to hedge portions of our foreign currency exposure associated with forecasted revenue transactions. These derivative financial instruments have terms up to 24 months and are designated as cash flow hedges. Changes in fair value of our cash flow hedges are recorded as a component of accumulated other comprehensive income and are reclassified to revenue in the same period the underlying hedged transactions are recorded. Accordingly, we reclassified $16 million and $32 million to revenue in Q3 2022 and YTD 2022, respectively, and $3 million and $4 million in Q3 2021 and YTD 2021, respectively. The fair value of the foreign currency forward contracts recorded in total assets on the condensed consolidated balance sheets was $47 million and $19 million as of October 2, 2022 and January 2, 2022, respectively, of which $40 million and $19 million, respectively, was recorded within prepaid expenses and other current assets. The estimated net gains reported in accumulated other comprehensive income that are expected to be reclassified into earnings within the next 12 months are $40 million as of October 2, 2022. We regularly review the effectiveness of our cash flow hedges and consider them to be ineffective if it becomes probable that the forecasted transactions will not occur in the identified period. Changes in fair value of the ineffective portions of our cash flow hedges, if any, will be recognized in other (expense) income, net. As of October 2, 2022, we had foreign currency forward contracts in place to hedge exposures associated with forecasted revenue transactions denominated in the euro, Japanese yen, Australian dollar, and Canadian dollar. As of October 2, 2022 and January 2, 2022, the total notional amounts of outstanding cash flow hedge contracts in place for these foreign currency purchases were $419 million and $450 million, respectively. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Oct. 02, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | 7. LEGAL PROCEEDINGS We are involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property, employment, and contractual matters. In connection with these matters, we assess, on a regular basis, the probability and range of possible loss based on the developments in these matters. A liability is recorded in the condensed consolidated financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. We regularly review outstanding legal matters to determine the adequacy of the liabilities accrued and related disclosures in consideration of many factors, which include, but are not limited to, past history, scientific and other evidence, and the specifics and status of each matter. We may change our estimates if our assessment of the various factors changes and the amount of ultimate loss may differ from our estimates, resulting in a material effect on our business, financial condition, results of operations, and/or cash flows. Acquisition of GRAIL On March 30, 2021, the U.S. Federal Trade Commission (the FTC) filed an administrative complaint and a motion for a preliminary injunction in the United States District Court for the District of Columbia. In both actions, the FTC alleged that our acquisition of GRAIL would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18. We filed an answer to the FTC’s complaint in federal district court on April 6, 2021, and in the administrative court on April 13, 2021. On April 20, 2021, the United States District Court for the District of Columbia granted our motion to transfer venue to the United States District Court for the Southern District of California. On May 28, 2021, the district court granted the FTC’s motion to dismiss the complaint without prejudice. The administrative trial commenced on August 24, 2021. On September 1, 2022, the administrative law judge (the ALJ) ruled in favor of Illumina and found that the acquisition of GRAIL did not violate Section 7 of the Clayton Act. In the decision, the ALJ found that the FTC’s complaint counsel had failed to prove its prima facie case that Illumina’s acquisition of GRAIL would result in harm to competition in a putative market for multi-cancer early detection (MCED) tests. The FTC’s complaint counsel appealed the ALJ’s decision to the full FTC on September 2, 2022, and on October 4, 2022, the FTC’s complaint counsel filed its opening appeal brief. We intend to vigorously defend against the FTC action. On April 19, 2021, the European Commission accepted a request for a referral of the GRAIL acquisition for European Union merger review, submitted by a Member State of the European Union (France), and joined by several other Member States (Belgium, Greece, Iceland, the Netherlands and Norway), under Article 22(1) of Council Regulation (EC) No 139/2004 (the EU Merger Regulation). On April 29, 2021, we filed an action in the General Court of the European Union (the EU General Court) asking for annulment of the European Commission’s assertion of jurisdiction to review the acquisition under Article 22 of the EU Merger Regulation, as the acquisition does not meet the jurisdictional criteria under the EU Merger Regulation or under the national merger control laws of any Member State of the European Union. On December 16, 2021, the EU General Court held a hearing regarding the European Commission’s assertion of jurisdiction. On July 13, 2022, the EU General Court reached a decision in favor of the European Commission, holding that the European Commission has jurisdiction to review the acquisition. On September 22, 2022, we filed an appeal in the Court of Justice of the European Union asking for annulment of the EU General Court’s decision. On September 6, 2022, the European Commission announced that it had completed its Phase II review of the acquisition of GRAIL and adopted a final decision (the Prohibition Decision), which found that, in its view, our acquisition of GRAIL was incompatible with the internal market in Europe because it results in a significant impediment to effective competition. Public statements made by the European Commission in connection with the Prohibition Decision indicate that a subsequent decision is likely to be adopted by the European Commission that will order us to divest GRAIL (the EC Divestment Decision). Neither the Prohibition Decision nor such public statements indicate when any such EC Divestment Decision may be adopted. We intend to appeal the Prohibition Decision to the EU General Court by the applicable deadline. We also intend to appeal any EC Divestment Decision (if and when adopted by the European Commission) and, if necessary, to seek interim relief suspending the divestment of GRAIL until the final determination of these appeals. Additionally, as a result of our decision to proceed with the completion of the acquisition of GRAIL during the pendency of the European Commission’s review, the European Commission will likely seek to impose a fine on us pursuant to Article 14(2)(b) of the EU Merger Regulation of up to 10% of our consolidated annual revenues. On July 19, 2022, the European Commission issued a Statement of Objections alleging that we breached the EU Merger Regulation by completing our acquisition of GRAIL. As a result, we have accrued $453 million, included in accrued liabilities, as of Q3 2022, which represents 10% of our consolidated annual revenues for fiscal year 2021 in accordance with ASC 450, Contingencies . BGI Genomics Co. Ltd. and its Affiliates On June 27, 2019, we filed suit against BGI Genomics Co. Ltd (BGI) in the United States District Court for the Northern District of California, alleging that certain BGI sequencing products infringe our U.S. Patent No. 7,566,537 (‘537 patent) and U.S. Patent No. 9,410,200 (‘200 patent). BGI denied our claims and counterclaimed that our technology infringes U.S. Patent No. 9,944,984 (‘984 patent). We deny their allegations. On February 27, 2020, we filed a second patent infringement suit against BGI in the United States District Court for the Northern District of California alleging that BGI sequencing products infringed U.S. Patent 7,771,973 (‘973 patent), U.S. Patent 7,541,444 (‘444 patent), and U.S. Patent 10,480,025 (‘025 patent). On June 15, 2020, the Court granted our motions requesting preliminary injunctions against BGI, finding that our patents were likely valid and infringed by BGI’s chemistries. The injunction prohibited the sale of infringing BGI sequencers and sequencing reagents in the U.S. On December 9, 2020, BGI filed a motion to amend its answer to our second suit to include allegations that the ‘444 and ‘973 patents are unenforceable under the doctrine of inequitable conduct; we deny BGI’s allegations. We deny that we owe any damages or ongoing royalty. On August 27, 2021, and September 9, 2021, the Court issued its decisions on the summary judgment motions: (i) the Court granted our motion for summary judgment that we do not infringe BGI’s ‘984 patent; (ii) the Court granted our motion for summary judgment that our ‘444 and ‘973 patents are not unenforceable; (iii) the Court granted our motion for summary judgment that BGI’s standard MPS products infringe all of our patents-in-suit: (iv) the Court granted our motion for summary judgment that BGI’s “Cool MPS” sequencing products infringe the ‘973 and ‘444 patents, and granted BGI’s motion for summary judgment that BGI’s “Cool MPS” sequencing products do not infringe the ‘025 patent; and (v) the Court denied BGI’s motion for summary judgment that our ‘973 patent is invalid for lack of written description and enablement. Trial began on November 12, 2021, and the jury rendered a verdict on November 30, 2021. The jury found that the ‘537, ‘200, ‘973 patents and claims 9, 27, 31, 33, 34, 42, 47 of the ‘025 patent are valid and were willfully infringed by BGI. The jury also ruled that the claim 4 of the ‘444 patent and claim 1 of the ‘025 patent were invalid as obvious. The jury awarded the Company $8 million in damages. On March 27, 2022, the Court issued a decision on post-trial motions. The Court denied BGI’s motions. The Court (i) upheld the jury’s award of $8 million and granted pre-judgment interest, (ii) upheld the jury’s finding that BGI’s infringement was willful, (iii) granted the Company’s request for a permanent injunction until the relevant patents expire; (iv) granted the Company’s request that claim 1 of the ‘025 patent is not invalid, but denied the request with respect to claim 4 of the ‘444 patent; and (v) denied the Company’s request for enhanced damages. On April 27, 2022, BGI appealed the judgment to the United States Court of Appeals for the Federal Circuit. The Company cross-appealed, including with respect to the denial of the Company’s request for enhanced damages. On January 11, 2021, Complete Genomics, Inc. (CGI), BGI Americas Corp., and MGI Americas, Inc. filed a complaint in the United States District Court for the Northern District of California alleging the Company and its subsidiary Illumina Cambridge Ltd. violated federal antitrust and state unfair competition laws. CGI and these affiliates alleged that the Company fraudulently withheld a prior art reference that was material to patentability for the ‘444 and ‘973 patents. They also alleged that our infringement claims of the ‘025 against BGI’s “Cool MPS” chemistry were objectively baseless. The Company denies the allegations in the complaint. On March 30, 2021, the Court stayed the antitrust case pending resolution of the underlying patent infringement suit taking place in the same court. On May 28, 2019, CGI filed suit against us in the United States District Court for the District of Delaware alleging that our two-channel sequencing systems, including the NovaSeq, NextSeq, and MiniSeq systems, infringe certain claims of U.S. Patent No. 9,222,132. We denied CGI’s allegations and counterclaimed for infringement by CGI, BGI Americas Corp., and MGI Americas, Inc. of U.S. Patent No. 9,303,290, U.S. Patent No. 9,217,178, and U.S. Patent No. 9,970,055. On August 15, 2019, CGI filed a motion to dismiss our counterclaims. On August 29, 2019, we filed our Opposition to the Motion to Dismiss. The Court denied and granted the motion in part, denying the motion as to our claims for inducing infringement and granting it for contributory infringement. The Court gave us leave to file an amended complaint to attempt to cure the alleged deficiencies as to contributory infringement. On July 1, 2020, CGI amended its complaint to add claims of infringement of U.S. Patent No. 10,662,473 by our two-channel sequencing systems. We deny these allegations. CGI requested approximately $334 million in alleged past damages and an average ongoing royalty of at least 5.5% on sales of the accused two-channel sequencing instruments and chemistry in the U.S. until the patents-in-suit expire on January 28, 2029. We denied that we owed any damages or ongoing royalty. On October 22, 2021, pursuant to the Court’s local rules, the Company sought leave to file a motion for summary judgment of non-infringement of the CGI patents-in-suit. CGI sought leave to file a motion for summary judgment against the Company’s invalidity defense based on prior invention. On January 14, 2022, the Court denied the Company and CGI’s motions for leave to file for summary judgment. Trial began on April 25, 2022. On May 6, 2022, the jury in the U.S. District Court for the District of Delaware rendered a verdict that we willfully infringed U.S. Patent Nos. 9,222,132 and 10,662,473 owned by CGI, and awarded approximately $334 million to CGI in past damages. The jury also invalidated three patents owned by us, namely, U.S. Patent Nos. 9,217,178; 9,303,290; and 9,970,055. On July 14, 2022, we entered into a Settlement and License Agreement with BGI and CGI (the “Agreement”). The Agreement resolves all claims in Complete Genomics, Inc. v. Illumina, Inc., Case No. C.A. No. 19-970-MN (D. Del.). The Agreement also resolves all claims in Illumina, Inc. and Illumina Cambridge Ltd. v. BGI Genomics Co., Ltd., BGI Americas Corp., MGI Tech Co., Ltd., MGI Americas Inc., and Complete Genomics, Inc., Case No. 3:19-cv-03770-WHO (N.D. Cal.) and Illumina, Inc. and Illumina Cambridge Ltd. v. BGI Genomics Co., Ltd., BGI Americas Corp., MGI Tech Co., Ltd., MGI Americas Inc., and Complete Genomics, Inc., Case No. 3:20- cv-01465-WHO (N.D. Cal.), as well as related Appeal Nos. 2022-1733, 2022-1735 and 2022-1742, 2022-1743 pending in the United States Court of Appeals for the Federal Circuit, with the exception that the permanent injunction entered on April 11, 2022 against BGI remains in effect with a revised expiration date of January 1, 2023, with respect to BGI’s StandardMPS chemistry. The Agreement further resolves all antitrust claims against us in Complete Genomics, Inc., BGI Americas Corp. and MGI Americas, Inc. v. Illumina, Inc. and Illumina Cambridge Ltd., Case No. 21-cv-00217 (N.D. Cal.) and that complaint was dismissed with prejudice. Pursuant to the terms of the Agreement, the Company agreed to pay Complete Genomics a one-time payment of $325 million, with the parties agreeing that the judgment against BGI and the judgment against the Company in the above-referenced litigations are satisfied in total. In addition, the Company received from BGI a fully paid-up license to U.S. Patent Nos. 8,617,811, 9,222,132, 9,523,125, 10,662,473, 11,098,356 and 11,214,832, U.S. Patent Application Nos. 61/024,396, 61/024,110, 16/882,461, 17/407,935 and 17/523,706, and U.S. patents and patent applications related to each of the foregoing U.S. patents and patent applications until their expiration (“the 2-channel technology patents”). Our license allows the Company to use the 2-channel technology in all its current and future platforms with no additional royalties owed. BGI received from us a fully paid-up license to U.S. Patent Nos. 9,217,178, 9,303,290 and 9,970,055 (“the image mix patents”) and U.S. patents and applications related to each of the foregoing U.S. patents until their expiration. The parties agreed to a litigation standstill for patent and antitrust actions in the United States and its territories until October 1, 2025, as set forth in the Agreement. The standstill does not apply to the parties’ patents or patent applications related to non-invasive prenatal testing, nor to any intellectual property of Grail, Inc., related to multi-cancer early detection. None of the parties make any admission of liability in entering into the Agreement. We allocated the $325 million payment on a relative fair value basis, resulting in $180 million capitalized as an intangible asset for the value of the license, which is amortized over a period of 6.5 years on a straight-line basis, $150 million allocated to the release of past damages claimed, and a $5 million gain for damages awarded to us. The fair value of the license was estimated using a discounted cash flow model, which included assumptions for projected revenues covered by the license, an estimated royalty rate and a discount rate. The fair value of the past damages claimed was estimated based on applicable historical revenues and an estimated royalty rate. These inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. As of Q2 2022, we had accrued $156 million for the release of past damages claimed. The settlement of the litigation resulted in a gain of $6 million, calculated as the difference between the accrual released and the amount of payment allocated to the release of past damages claimed. RavGen On December 3, 2020, RavGen filed a patent infringement suit against the Company claiming the Company’s use of Streck, Inc. sample collection tubes in its Verifi, Verifi Plus, and VeriSeq NIPT and liquid biopsy oncology products infringe U.S. Patent Nos. 7,332,277 and 7,727,720 (RavGen, Inc. v. Illumina, Inc., United States District Court for the District of Delaware, Case No. 1:20-cv-01644-UNA). The patents-in-suit are directed to the use of a sample-stabilizing agent that inhibits the lysis of cells. RavGen is seeking, among other things, an unspecified amount of damages, an injunction, and reasonable attorneys’ fees. The patents expire March 13, 2023. On January 27, 2021, the Company filed its Answer and Counterclaims denying all allegations in the Complaint and seeking declaratory judgment of non-infringement and invalidity. On July 20, 2021, the Company filed Petitions for Inter Partes Review (IPR) of the ‘277 and ‘720 patents-in-suit with the US Patent Trial and Appeal Board seeking to invalidate certain claims of the patents (PTAB) (IPR2021-01272 and IPR2021-01271). On January 26, 2022, the PTAB instituted the IPRs. The PTAB’s final written decisions in the IPRs are due by January 26, 2023. On March 1, 2022, the District Court granted the Company’s motion to stay the litigation pending resolution of the IPRs. The Company intends to vigorously defend against Ravgen’s claims. In parallel, on December 15, 2020, the Company requested Streck, Inc. to indemnify the Company in the RavGen litigation. On January 6, 2021, Streck responded, denying any obligation to indemnify the Company. Streck also requested that the Company stay its indeminification request pending resolution of the underlying patent infringement suit. The Company and Streck executed a tolling agreement effective April 2, 2021, staying the Company’s indemnification claim pending resolution of the underlying patent suit. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 02, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. INCOME TAXES Our effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in tax jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses and other permanent differences between income before income taxes and taxable income. Our effective tax rates for Q3 2022 and YTD 2022 were (4.0)% and (2.3)%, respectively, compared to 24.7% and 18.6% in Q3 2021 and YTD 2021, respectively. The variance from the U.S. federal statutory tax rate of 21% in Q3 2022 and YTD 2022 was primarily because of the $822 million tax impact from the impairment of goodwill, which is nondeductible for tax purposes, the $64 million and $91 million tax impacts of research and development expense capitalization for tax purposes, respectively, and the $30 million and $60 million tax impacts of GRAIL pre-acquisition net operating losses on global intangible low-taxed income (GILTI) and the utilization of U.S. foreign tax credits, respectively. This was partially offset by the mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the United Kingdom. In YTD 2022, the variance from the U.S. federal statutory tax rate of 21% was also impacted by the $95 million tax impact from the potential European Commission fine related to the GRAIL acquisition, which is nondeductible for tax purposes. As of October 2, 2022 and January 2, 2022, prepaid income taxes included within prepaid expenses and other current assets on the condensed consolidated balance sheets were $54 million and $101 million, respectively. The decrease primarily relates to the tax expense recorded in Q3 2022. |
Segment Information
Segment Information | 9 Months Ended |
Oct. 02, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 9. SEGMENT INFORMATION We have two reportable segments, Core Illumina and GRAIL. We report segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Maker (CODM) for making decisions and assessing performance as the source of our reportable segments. The CODM allocates resources and assesses the performance of each operating segment using information about its revenue and income (loss) from operations. We do not allocate expenses between segments. Core Illumina sells products and provides services to GRAIL, and vice versa, in accordance with contractual agreements between the entities. Core Illumina: Core Illumina’s products and services serve customers in the research, clinical and applied markets, and enable the adoption of a variety of genomic solutions. Core Illumina includes all of our operations, excluding the results of GRAIL. GRAIL: GRAIL is a healthcare company focused on early detection of multiple cancers. We acquired GRAIL on August 18, 2021. We have included the financial results of GRAIL in our condensed consolidated financial statements from the date of acquisition. In millions Q3 2022 Q3 2021 YTD 2022 YTD 2021 Revenue: Core Illumina $ 1,110 $ 1,106 $ 3,487 $ 3,325 GRAIL 10 2 32 2 Eliminations (5) — (18) — Consolidated revenue $ 1,115 $ 1,108 $ 3,501 $ 3,327 Income (loss) from operations: Core Illumina $ 445 $ 205 $ 411 $ 586 GRAIL (4,101) (750) (4,460) (750) Eliminations (1) — (3) — Consolidated loss from operations $ (3,657) $ (545) $ (4,052) $ (164) Total other (expense) income, net relates primarily to Core Illumina, and we do not allocate income taxes to our segments. In millions October 2, January 2, Total assets: Core Illumina $ 5,626 $ 5,571 GRAIL 5,637 9,649 Eliminations (7) (3) Consolidated total assets $ 11,256 $ 15,217 |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 02, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. |
Consolidation | The unaudited condensed consolidated financial statements include our accounts, our wholly-owned subsidiaries, and majority-owned or controlled companies. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current period presentation. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented. |
Fiscal Year | Our fiscal year is the 52 or 53 weeks ending the Sunday closest to December 31, with quarters of 13 or 14 weeks ending the Sunday closest to March 31, June 30, September 30, and December 31. References to Q3 2022 and Q3 2021 refer to the three months ended October 2, 2022 and October 3, 2021, respectively, which were both 13 weeks, and references to year-to-date (YTD) 2022 and 2021 refer to the nine months ended October 2, 2022 and October 3, 2021, respectively, which were both 39 weeks. |
Recently Adopted Accounting Pronouncements | In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40). The new standard reduces the number of accounting models for convertible debt instruments, amends the accounting for certain contracts in an entity’s own equity, and modifies how certain convertible instruments and contracts that may be settled in cash or shares impact the calculation of diluted earnings per share. Specifically, the guidance removes certain accounting models that separate the embedded conversion features from the host contract for convertible instruments and requires the use of the if-converted method to calculate diluted earnings per share. We adopted the standard on its effective date in the first quarter of 2022 using a modified retrospective approach by recognizing a cumulative-effect adjustment to retained earnings on January 3, 2022. We did not restate prior periods. As a result of the adoption, we increased our convertible senior notes and retained earnings, on January 3, 2022, by $43 million and $61 million, respectively, and decreased our deferred tax liabilities, included in other long-term liabilities on the condensed consolidated balance sheets, and additional paid-in capital by $11 million and $93 million, respectively. Interest expense recognized in future periods will be reduced as a result of accounting for our convertible senior notes as a single liability measured at amortized cost. See note “ 4. Debt ” for additional details on the adoption of ASU 2020-06. |
Earnings (Loss) per Share | Basic earnings (loss) per share is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of shares issuable under convertible senior notes and equity awards. On January 3, 2022, we adopted ASU 2020-06. As a result, beginning in Q1 2022, we utilize the if-converted method to calculate the impact of convertible senior notes on diluted earnings (loss) per share. Prior to the adoption of ASU 2020-06, we applied the treasury stock method when calculating the potential dilutive effect, if any, of convertible senior notes which we intended to settle or have settled in cash the principal outstanding. Under the treasury stock method, convertible senior notes would have a dilutive impact when the average market price of our common stock exceeded the applicable conversion price of the respective notes. Potentially dilutive common shares from equity awards are determined using the average share price for each period under the treasury stock method. In addition, proceeds from exercise of equity awards and the average amount of unrecognized compensation expense for equity awards are assumed to be used to repurchase shares. In loss periods, basic loss per share and diluted loss per share are identical since the effect of dilutive potential common shares is anti-dilutive and therefore excluded. |
Warranties | We generally provide a one-year warranty on instruments. Additionally, we provide a warranty on consumables through the expiration date, which generally ranges from six |
Derivatives | We are exposed to foreign exchange rate risks in the normal course of business and use derivative financial instruments to partially offset this exposure. We do not use derivative financial instruments for speculative or trading purposes. Foreign exchange contracts are carried at fair value in other current assets, other assets, accrued liabilities, or other long-term liabilities, as appropriate, on the condensed consolidated balance sheets. |
Organization and Significant _3
Organization and Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Accounting Policies [Abstract] | |
Schedule of calculation of weighted average shares used to calculate basic and diluted net (loss) income per share | The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings (loss) per share: In millions Q3 2022 Q3 2021 YTD 2022 YTD 2021 Weighted average shares outstanding 157 152 157 148 Effect of potentially dilutive common shares from: Equity awards — 1 — 1 Weighted average shares used in calculating diluted earnings (loss) per share 157 153 157 149 Anti-dilutive shares: Convertible senior notes 2 — 2 — Equity awards 2 — 2 — Potentially dilutive shares excluded from calculation due to anti-dilutive effect 4 — 4 — |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue by Source Q3 2022 Q3 2021 In millions Sequencing Microarray Total Sequencing Microarray Total Consumables $ 720 $ 76 $ 796 $ 723 $ 71 $ 794 Instruments 162 5 167 180 4 184 Total product revenue 882 81 963 903 75 978 Service and other revenue 133 19 152 112 18 130 Total revenue $ 1,015 $ 100 $ 1,115 $ 1,015 $ 93 $ 1,108 YTD 2022 YTD 2021 In millions Sequencing Microarray Total Sequencing Microarray Total Consumables $ 2,237 $ 225 $ 2,462 $ 2,123 $ 224 $ 2,347 Instruments 563 14 577 544 12 556 Total product revenue 2,800 239 3,039 2,667 236 2,903 Service and other revenue 390 72 462 348 76 424 Total revenue $ 3,190 $ 311 $ 3,501 $ 3,015 $ 312 $ 3,327 Revenue by Geographic Area Based on region of destination (in millions) Q3 2022 Q3 2021 YTD 2022 YTD 2021 Americas $ 597 $ 583 $ 1,885 $ 1,733 Europe, Middle East, and Africa 290 313 914 938 Greater China (1) 133 122 378 382 Asia-Pacific 95 90 324 274 Total revenue $ 1,115 $ 1,108 $ 3,501 $ 3,327 _____________ (1) Region includes revenue from China, Taiwan, and Hong Kong. |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Marketable Securities | Net gains (losses) recognized in other (expense) income, net on our marketable equity securities were as follows: In millions Q3 2022 Q3 2021 YTD 2022 YTD 2021 Net gains (losses) recognized during the period on marketable equity securities $ 3 $ 45 $ (66) $ (23) Less: Net losses recognized during the period on marketable equity securities sold during the period — — — (7) Net unrealized gains (losses) recognized during the period on marketable equity securities still held at the reporting date $ 3 $ 45 $ (66) $ (16) |
Schedule of Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents the hierarchy for assets and liabilities measured at fair value on a recurring basis: October 2, 2022 January 2, 2022 In millions Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (cash equivalents) $ 551 $ — $ — $ 551 $ 688 $ — $ — $ 688 Marketable equity securities 41 — — 41 107 — — 107 Helix contingent value right — — 57 57 — — 65 65 Deferred compensation plan assets — 49 — 49 — 60 — 60 Total assets measured at fair value $ 592 $ 49 $ 57 $ 698 $ 795 $ 60 $ 65 $ 920 Liabilities: Contingent consideration liabilities $ — $ — $ 387 $ 387 $ — $ — $ 615 $ 615 Deferred compensation plan liability — 46 — 46 — 56 — 56 Total liabilities measured at fair value $ — $ 46 $ 387 $ 433 $ — $ 56 $ 615 $ 671 |
Schedule of Changes in Estimated Fair Value of Acquisition Related Contingent Consideration Liabilities | Changes in the estimated fair value of our contingent consideration liabilities during YTD 2022 were as follows: In millions Balance as of January 2, 2022 $ 615 Acquisition 2 Change in estimated fair value (230) Balance as of October 2, 2022 $ 387 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Obligations | Summary of Term Debt Obligations In millions October 2, January 2, Principal amount of 2031 Term Notes outstanding $ 500 $ 500 Principal amount of 2023 Term Notes outstanding 500 500 Unamortized discounts and debt issuance costs (6) (7) Net carrying amount of term notes 994 993 Less: current portion (499) — Term notes, non-current $ 495 $ 993 Fair value of term notes outstanding (Level 2) $ 877 $ 996 0% Convertible Senior Notes due 2023 (2023 Convertible Notes) In millions October 2, January 2, Principal amount outstanding $ 750 $ 750 Unamortized debt discount and issuance costs (3) (48) Net carrying amount of liability component $ 747 $ 702 Less: current portion (747) — Convertible senior notes, non-current $ — $ 702 Carrying value of equity component, net of debt issuance costs $ — $ 126 Fair value of convertible senior notes outstanding (Level 2) $ 721 $ 854 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Equity [Abstract] | |
Schedule of Restricted Stock Activity and Related Information, Restricted Stock | Restricted stock activity was as follows: Restricted Performance Stock Units (PSU) (1) Weighted-Average Grant Date Fair Value per Share Units in thousands RSU PSU Outstanding at January 2, 2022 1,130 328 $ 345.66 $ 466.42 Awarded 1,175 (111) $ 316.48 $ 476.80 Vested (109) — $ 386.20 $ — Cancelled (149) (34) $ 343.26 $ 423.89 Outstanding at October 2, 2022 2,047 183 $ 326.88 $ 468.11 _____________ (1) The number of units reflect the estimated number of shares to be issued at the end of the performance period. Awarded units are presented net of performance adjustments. |
Schedule of Restricted Stock Activity and Related Information, Performance Units | Restricted stock activity was as follows: Restricted Performance Stock Units (PSU) (1) Weighted-Average Grant Date Fair Value per Share Units in thousands RSU PSU Outstanding at January 2, 2022 1,130 328 $ 345.66 $ 466.42 Awarded 1,175 (111) $ 316.48 $ 476.80 Vested (109) — $ 386.20 $ — Cancelled (149) (34) $ 343.26 $ 423.89 Outstanding at October 2, 2022 2,047 183 $ 326.88 $ 468.11 _____________ (1) The number of units reflect the estimated number of shares to be issued at the end of the performance period. Awarded units are presented net of performance adjustments. |
Schedule of Stock Option Activity Under all Stock Option Plans | Stock option activity was as follows: Units in thousands Options Weighted-Average Performance Stock Options (1) Weighted-Average Outstanding at January 2, 2022 8 $ 66.42 17 $ 85.54 Granted 180 $ 330.25 — $ — Exercised (1) $ 6.55 — $ — Outstanding at October 2, 2022 187 $ 319.72 17 $ 85.54 Exercisable at October 2, 2022 8 $ 71.09 — $ — _____________ (1) The number of units reflect awards that have been granted and for which it is assumed to be probable that the underlying performance goals will be achieved. |
Schedule of Share-based Payment Arrangement, Liability - Classified Awards, Activity | Cash-based equity incentive award activity was as follows: In millions Outstanding at January 2, 2022 $ 184 Granted 107 Vested and paid in cash (32) Cancelled (33) Outstanding at October 2, 2022 $ 226 Estimated liability as of October 2, 2022 (included in accrued liabilities) $ 24 |
Schedule of Share-based Compensation Expense for all Stock Awards | Share-based compensation expense, which includes expense for both equity and liability-classified awards, reported in our condensed consolidated statements of operations was as follows: In millions Q3 2022 Q3 2021 YTD 2022 YTD 2021 Cost of product revenue $ 7 $ 7 $ 20 $ 22 Cost of service and other revenue 2 1 4 3 Research and development 37 193 112 243 Selling, general and administrative 37 496 130 576 Share-based compensation expense before taxes 83 697 266 844 Related income tax benefits (18) (29) (60) (57) Share-based compensation expense, net of taxes $ 65 $ 668 $ 206 $ 787 |
Schedule of Assumptions used to Estimate the Weighted-Average Fair Value Per Share for Stock Purchase under the Employee Stock Purchase Plan | The assumptions used and the resulting estimate of weighted-average fair value per share for stock purchased under the ESPP during YTD 2022 were as follows: Employee Stock Purchase Rights Risk-free interest rate 0.06% - 2.98% Expected volatility 37% - 51% Expected term 0.5 - 1.0 year Expected dividends 0 % Weighted-average grant-date fair value per share $ 50.22 |
Supplemental Balance Sheet De_2
Supplemental Balance Sheet Details (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Receivable | Accounts Receivable In millions October 2, January 2, Trade accounts receivable, gross $ 632 $ 651 Allowance for credit losses (4) (3) Total accounts receivable, net $ 628 $ 648 |
Schedule of Inventory | Inventory In millions October 2, January 2, Raw materials $ 231 $ 144 Work in process 387 333 Finished goods 29 32 Inventory, gross 647 509 Inventory reserve (88) (78) Total inventory, net $ 559 $ 431 |
Schedule of Intangible Assets and Goodwill | Changes to goodwill during YTD 2022 were as follows: In millions Balance as of January 2, 2022 $ 7,113 Impairment (3,914) Acquisition 45 Measurement period adjustment (6) Balance as of October 2, 2022 $ 3,238 |
Schedule of Accrued Liabilities | Accrued Liabilities In millions October 2, January 2, Legal contingencies (1) $ 453 $ — Contract liabilities, current portion 225 234 Accrued compensation expenses 173 241 Accrued taxes payable 81 98 Operating lease liabilities, current portion 77 71 Liability-classified equity incentive awards 24 11 Other, including warranties (2) 109 106 Total accrued liabilities $ 1,142 $ 761 _____________ (1) See note “ 7. Legal Proceedings ” for additional details. (2) See table below for changes in the reserve for product warranties. |
Schedule of Changes in Reserve for Product Warranties | Changes in the reserve for product warranties were as follows: In millions Q3 2022 Q3 2021 YTD 2022 YTD 2021 Balance at beginning of period $ 21 $ 16 $ 22 $ 13 Additions charged to cost of product revenue 5 5 17 20 Repairs and replacements (7) (6) (20) (18) Balance at end of period $ 19 $ 15 $ 19 $ 15 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Oct. 02, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Operating Performance and Assets by Segment | In millions Q3 2022 Q3 2021 YTD 2022 YTD 2021 Revenue: Core Illumina $ 1,110 $ 1,106 $ 3,487 $ 3,325 GRAIL 10 2 32 2 Eliminations (5) — (18) — Consolidated revenue $ 1,115 $ 1,108 $ 3,501 $ 3,327 Income (loss) from operations: Core Illumina $ 445 $ 205 $ 411 $ 586 GRAIL (4,101) (750) (4,460) (750) Eliminations (1) — (3) — Consolidated loss from operations $ (3,657) $ (545) $ (4,052) $ (164) Total other (expense) income, net relates primarily to Core Illumina, and we do not allocate income taxes to our segments. In millions October 2, January 2, Total assets: Core Illumina $ 5,626 $ 5,571 GRAIL 5,637 9,649 Eliminations (7) (3) Consolidated total assets $ 11,256 $ 15,217 |
Organization and Significant _4
Organization and Significant Accounting Policies - Narrative - Accounting Pronouncements Adopted in 2022 (Details) - USD ($) $ in Millions | Oct. 02, 2022 | Jan. 03, 2022 | Jan. 02, 2022 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Retained earnings (accumulated deficit) | $ 1,281 | $ 5,485 | |
Decrease in additional paid-in capital | $ (9,129) | $ (8,938) | |
Cumulative-effect adjustment from adoption of ASU 2016-02, net of deferred tax | Accounting Standards Update 2020-06 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Convertible debt | $ 43 | ||
Retained earnings (accumulated deficit) | 61 | ||
Decrease in deferred tax liabilities | 11 | ||
Decrease in additional paid-in capital | $ 93 |
Organization and Significant _5
Organization and Significant Accounting Policies - Summary of Calculation of Weighted Average Shares used to Calculate Basic and Diluted Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Weighted average shares used to calculate basic and diluted earnings per share | ||||
Weighted average shares outstanding (in shares) | 157 | 152 | 157 | 148 |
Effect of potentially dilutive common shares from: | ||||
Equity awards (in shares) | 0 | 1 | 0 | 1 |
Weighted average shares used in calculating diluted earnings (loss) per share (in shares) | 157 | 153 | 157 | 149 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares excluded from calculation due to anti-dilutive effect (in shares) | 4 | 0 | 4 | 0 |
Convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares excluded from calculation due to anti-dilutive effect (in shares) | 2 | 0 | 2 | 0 |
Equity awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive shares excluded from calculation due to anti-dilutive effect (in shares) | 2 | 0 | 2 | 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | $ 1,115 | $ 1,108 | $ 3,501 | $ 3,327 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 597 | 583 | 1,885 | 1,733 |
Europe, Middle East, and Africa | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 290 | 313 | 914 | 938 |
Greater China | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 133 | 122 | 378 | 382 |
Asia-Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 95 | 90 | 324 | 274 |
Total product revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 963 | 978 | 3,039 | 2,903 |
Consumables | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 796 | 794 | 2,462 | 2,347 |
Instruments | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 167 | 184 | 577 | 556 |
Service and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 152 | 130 | 462 | 424 |
Sequencing | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 1,015 | 1,015 | 3,190 | 3,015 |
Sequencing | Total product revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 882 | 903 | 2,800 | 2,667 |
Sequencing | Consumables | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 720 | 723 | 2,237 | 2,123 |
Sequencing | Instruments | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 162 | 180 | 563 | 544 |
Sequencing | Service and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 133 | 112 | 390 | 348 |
Microarray | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 100 | 93 | 311 | 312 |
Microarray | Total product revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 81 | 75 | 239 | 236 |
Microarray | Consumables | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 76 | 71 | 225 | 224 |
Microarray | Instruments | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | 5 | 4 | 14 | 12 |
Microarray | Service and other revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Consolidated revenue | $ 19 | $ 18 | $ 72 | $ 76 |
Revenue - Performance Obligatio
Revenue - Performance Obligation (Details) $ in Millions | 9 Months Ended |
Oct. 02, 2022 USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation | $ 974 |
Minimum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Product or service delivery period (in months) | 3 months |
Maximum | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Product or service delivery period (in months) | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-03 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percent of remaining performance obligation (as a percent) | 88% |
Expected timing of remaining performance obligation (in months) | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-02 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Percent of remaining performance obligation (as a percent) | 6% |
Expected timing of remaining performance obligation (in months) | 12 months |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Oct. 02, 2022 | Oct. 02, 2022 | Jan. 02, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Contract asset | $ 17 | $ 17 | $ 16 |
Contract with customer, liability | 288 | 288 | 297 |
Contract liabilities, current portion | 225 | 225 | $ 234 |
Revenue recognized | $ 41 | $ 206 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Narrative (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Aug. 18, 2021 USD ($) | Apr. 25, 2019 | Oct. 02, 2022 USD ($) | Jul. 03, 2022 USD ($) | Apr. 03, 2022 USD ($) | Jan. 02, 2022 USD ($) | Oct. 03, 2021 USD ($) | Apr. 04, 2021 USD ($) | Mar. 29, 2020 USD ($) | Oct. 02, 2022 USD ($) fund | Oct. 03, 2021 USD ($) | Dec. 29, 2019 USD ($) | Feb. 28, 2021 USD ($) | Jan. 02, 2020 USD ($) | |
Schedule of Investments [Line Items] | ||||||||||||||
Marketable equity securities | $ 41,000,000 | $ 107,000,000 | $ 41,000,000 | |||||||||||
Strategic equity investments, without readily determinable fair values | 42,000,000 | 40,000,000 | 42,000,000 | |||||||||||
Loss (gain) on Helix contingent value right | (8,000,000) | $ 30,000,000 | ||||||||||||
Gain on derivative assets related to terminated acquisition | 0 | 26,000,000 | ||||||||||||
Pacific Biosciences of California, Inc (PacBio) | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Cash | $ 34,000,000 | $ 18,000,000 | ||||||||||||
Business combination, contingent consideration arrangements, maximum outcome | $ 52,000,000 | |||||||||||||
Equity or debt financing to be raised | $ 100,000,000 | |||||||||||||
GRAIL Inc | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Contingent value right, terms (in years) | 12 years | |||||||||||||
Covered revenues of GRAIL, contingent consideration liability | $ 32,000,000 | $ 32,000,000 | 32,000,000 | |||||||||||
Payment for contingent consideration | 297,000 | |||||||||||||
Contingent consideration liabilities | 387,000,000 | 615,000,000 | 387,000,000 | |||||||||||
Contingent consideration, noncurrent | 386,000,000 | 614,000,000 | 386,000,000 | |||||||||||
GRAIL Inc | Payment Rights Of One Billion, Each Twelve Years | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Contingent payment rights (as a percent) | 2.50% | |||||||||||||
Business acquisition, contingent value rights, revenue threshold | $ 1,000,000,000 | |||||||||||||
GRAIL Inc | Payment Rights Of Above One Billion, Each Twelve Years | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Business acquisition, contingent value rights, revenue threshold | $ 1,000,000,000 | |||||||||||||
Contingent payment rights, second percentage (as a percent) | 9% | |||||||||||||
Helix Holdings I, LLC | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Contingent value right, terms (in years) | 7 years | |||||||||||||
Loss (gain) on Helix contingent value right | (5,000,000) | $ 12,000,000 | $ (8,000,000) | 30,000,000 | ||||||||||
Pacific Biosciences of California, Inc (PacBio) | S B Northstar L P | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Business combination, contingent consideration arrangements, maximum outcome | $ 52,000,000 | |||||||||||||
Gain on derivative assets related to terminated acquisition | $ 26,000,000 | |||||||||||||
Pacific Biosciences of California, Inc (PacBio) | S B Northstar L P | Convertible Senior Notes | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Principal amount outstanding | $ 900,000,000 | |||||||||||||
Venture Capital Investment Fund (the Fund) | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Number of venture capital investment funds | fund | 2 | |||||||||||||
Equity method investments | 184,000,000 | $ 173,000,000 | $ 184,000,000 | |||||||||||
Unrealized (loss) gain on investments | (5,000,000) | 23,000,000 | (11,000,000) | 54,000,000 | ||||||||||
Venture Capital Investment Fund (the Fund), One | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Commitment in new venture capital investment fund | 100,000,000 | 100,000,000 | ||||||||||||
Remaining capital commitment | 11,000,000 | 11,000,000 | ||||||||||||
Venture Capital Investment Fund (the Fund), Two | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Commitment in new venture capital investment fund | 150,000,000 | 150,000,000 | ||||||||||||
Remaining capital commitment | 101,000,000 | 101,000,000 | ||||||||||||
Investee | ||||||||||||||
Schedule of Investments [Line Items] | ||||||||||||||
Revenue from transactions with strategic investees | $ 27,000,000 | $ 14,000,000 | $ 83,000,000 | $ 47,000,000 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Marketable Equity Securities (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Fair Value Disclosures [Abstract] | ||||
Net gains (losses) recognized during the period on marketable equity securities | $ 3 | $ 45 | $ (66) | $ (23) |
Less: Net losses recognized during the period on marketable equity securities sold during the period | 0 | 0 | 0 | (7) |
Net unrealized gains (losses) recognized during the period on marketable equity securities still held at the reporting date | $ 3 | $ 45 | $ (66) | $ (16) |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Fair Value Hierarchy of Assets and Liabilities (Details) - USD ($) $ in Millions | Oct. 02, 2022 | Jan. 02, 2022 |
Assets: | ||
Marketable equity securities | $ 41 | $ 107 |
Fair Value, Measurements, Recurring | ||
Assets: | ||
Money market funds (cash equivalents) | 551 | 688 |
Marketable equity securities | 41 | 107 |
Helix contingent value right | 57 | 65 |
Deferred compensation plan assets | 49 | 60 |
Total assets measured at fair value | 698 | 920 |
Liabilities: | ||
Contingent consideration liabilities | 387 | 615 |
Deferred compensation plan liability | 46 | 56 |
Total liabilities measured at fair value | 433 | 671 |
Fair Value, Measurements, Recurring | Level 1 | ||
Assets: | ||
Money market funds (cash equivalents) | 551 | 688 |
Marketable equity securities | 41 | 107 |
Helix contingent value right | 0 | 0 |
Deferred compensation plan assets | 0 | 0 |
Total assets measured at fair value | 592 | 795 |
Liabilities: | ||
Contingent consideration liabilities | 0 | 0 |
Deferred compensation plan liability | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Assets: | ||
Money market funds (cash equivalents) | 0 | 0 |
Marketable equity securities | 0 | 0 |
Helix contingent value right | 0 | 0 |
Deferred compensation plan assets | 49 | 60 |
Total assets measured at fair value | 49 | 60 |
Liabilities: | ||
Contingent consideration liabilities | 0 | 0 |
Deferred compensation plan liability | 46 | 56 |
Total liabilities measured at fair value | 46 | 56 |
Fair Value, Measurements, Recurring | Level 3 | ||
Assets: | ||
Money market funds (cash equivalents) | 0 | 0 |
Marketable equity securities | 0 | 0 |
Helix contingent value right | 57 | 65 |
Deferred compensation plan assets | 0 | 0 |
Total assets measured at fair value | 57 | 65 |
Liabilities: | ||
Contingent consideration liabilities | 387 | 615 |
Deferred compensation plan liability | 0 | 0 |
Total liabilities measured at fair value | $ 387 | $ 615 |
Investments and Fair Value Me_6
Investments and Fair Value Measurements - Changes in Estimated Fair Value of Acquisition Related Contingent Consideration Liabilities (Details) - Business Combination Contingent Consideration Liability $ in Millions | 9 Months Ended |
Oct. 02, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 615 |
Acquisition | 2 |
Change in estimated fair value | (230) |
Ending balance | $ 387 |
Debt - Summary of Term Debt Obl
Debt - Summary of Term Debt Obligations (Details) - Term Notes - USD ($) | Oct. 02, 2022 | Jan. 02, 2022 | Mar. 23, 2021 |
Debt Instrument [Line Items] | |||
Unamortized discounts and debt issuance costs | $ (6,000,000) | $ (7,000,000) | |
Net carrying amount of liability component | 994,000,000 | 993,000,000 | |
Less: current portion | (499,000,000) | 0 | |
Term notes, non-current | 495,000,000 | 993,000,000 | |
Level 2 | |||
Debt Instrument [Line Items] | |||
Fair value of term notes outstanding (Level 2) | 877,000,000 | 996,000,000 | |
2031 Term Notes | |||
Debt Instrument [Line Items] | |||
Principal amount outstanding | 500,000,000 | 500,000,000 | $ 500,000,000 |
2023 Term Notes | |||
Debt Instrument [Line Items] | |||
Principal amount outstanding | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jun. 15, 2021 shares | Mar. 23, 2021 USD ($) | Mar. 08, 2021 USD ($) | Aug. 30, 2018 USD ($) day $ / shares | Oct. 02, 2022 USD ($) renewal | Oct. 03, 2021 USD ($) | Jul. 04, 2021 USD ($) | Oct. 02, 2022 USD ($) renewal | Oct. 03, 2021 USD ($) | Jan. 02, 2022 USD ($) | Jan. 03, 2022 USD ($) | Dec. 30, 2018 USD ($) | Aug. 31, 2018 | Aug. 21, 2018 | Jun. 30, 2014 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||
Decrease in additional paid-in capital | $ 9,129,000,000 | $ 9,129,000,000 | $ 8,938,000,000 | ||||||||||||
Retained earnings (accumulated deficit) | 1,281,000,000 | $ 1,281,000,000 | 5,485,000,000 | ||||||||||||
Cumulative-effect adjustment from adoption of ASU 2016-02, net of deferred tax | Accounting Standards Update 2020-06 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Decrease in additional paid-in capital | $ (93,000,000) | ||||||||||||||
Convertible debt | 43,000,000 | ||||||||||||||
Retained earnings (accumulated deficit) | 61,000,000 | ||||||||||||||
Decrease in deferred tax liabilities | $ 11,000,000 | ||||||||||||||
Term Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Net proceeds | $ 992,000,000 | ||||||||||||||
Redemption price (as a percent) | 100% | ||||||||||||||
Interest expense recognized | 4,000,000 | $ 4,000,000 | $ 13,000,000 | $ 9,000,000 | |||||||||||
Convertible Senior Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest expense recognized | 1,000,000 | $ 7,000,000 | 2,000,000 | $ 21,000,000 | |||||||||||
Loss on extinguishment of debt | $ 1,000,000 | ||||||||||||||
2023 Term Notes | Term Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated rate (as a percent) | 0.55% | ||||||||||||||
Principal amount outstanding | $ 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||
2031 Term Notes | Term Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated rate (as a percent) | 2.55% | ||||||||||||||
Principal amount outstanding | $ 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||||||||
2023 Convertible Notes | Convertible Senior Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated rate (as a percent) | 0% | ||||||||||||||
Principal amount outstanding | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | 750,000,000 | |||||||||||
Redemption price (as a percent) | 100% | ||||||||||||||
Debt Instrument, Convertible, Conversion Ratio | 0.0021845 | ||||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 457.77 | ||||||||||||||
Threshold common stock trading days (in days) | day | 20 | ||||||||||||||
Threshold consecutive common stock trading days (in days) | day | 30 | ||||||||||||||
Threshold percentage of common stock price trigger (as a percent) | 130% | ||||||||||||||
Threshold note trading days (in days) | day | 5 | ||||||||||||||
Threshold consecutive note trading days (in days) | day | 10 | ||||||||||||||
Threshold percentage of note price trigger (as a percent) | 98% | ||||||||||||||
Convertible stock price trigger (in dollars per share) | $ / shares | $ 595.10 | ||||||||||||||
Decrease in additional paid-in capital | $ 126,000,000 | ||||||||||||||
Debt instrument interest rate (as a percent) | 3.70% | ||||||||||||||
2021 Convertible Notes | Convertible Senior Notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Stated rate (as a percent) | 0.50% | ||||||||||||||
Principal amount outstanding | $ 517,000,000 | ||||||||||||||
Interest expense recognized | $ 7,000,000 | ||||||||||||||
Number of shares of common stock issued upon conversion (in shares) | shares | 0.7 | ||||||||||||||
The Credit Agreement | Line of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument term, number of renewal (in years) | renewal | 2 | 2 | |||||||||||||
Debt instrument, renewal term (in years) | 1 year | ||||||||||||||
Borrowings outstanding | $ 0 | $ 0 | |||||||||||||
The Credit Agreement | Line of Credit | Revolving Credit Facility | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 750,000,000 | ||||||||||||||
Debt instrument term (in years) | 5 years | ||||||||||||||
The Credit Agreement | Line of Credit | Swingline Borrowings | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | $ 40,000,000 | ||||||||||||||
The Credit Agreement | Line of Credit | Letter of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Maximum borrowing capacity | 50,000,000 | ||||||||||||||
The Credit Agreement | Unsecured Debt | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt instrument, face amount, optional increase in additional borrowings | $ 250,000,000 | ||||||||||||||
Debt instrument, covenant, minimum debt to EBITDA ratio | 3.50 | ||||||||||||||
Debt instrument, covenant, minimum debt to EBITDA ratio upon consummation of acquisition | 4 |
Debt - Summary of Convertible D
Debt - Summary of Convertible Debt Obligations (Details) - 2023 Convertible Notes - Convertible Senior Notes - USD ($) | Oct. 02, 2022 | Jan. 02, 2022 | Aug. 30, 2018 | Aug. 21, 2018 |
Debt Instrument [Line Items] | ||||
Stated rate (as a percent) | 0% | |||
Principal amount outstanding | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | |
Unamortized debt discount and issuance costs | (3,000,000) | (48,000,000) | ||
Net carrying amount of liability component | 747,000,000 | 702,000,000 | ||
Less: current portion | (747,000,000) | 0 | ||
Convertible senior notes, non-current | 0 | 702,000,000 | ||
Carrying value of equity component, net of debt issuance costs | 126,000,000 | |||
Level 2 | ||||
Debt Instrument [Line Items] | ||||
Fair value of convertible senior notes outstanding (Level 2) | $ 721,000,000 | $ 854,000,000 |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) shares in Millions | Oct. 02, 2022 shares |
2015 Stock Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for issuance (in shares) | 1.8 |
Stockholders_ Equity - Summary
Stockholders’ Equity - Summary of Restricted Stock Activity and Related Information (Details) shares in Thousands | 9 Months Ended |
Oct. 02, 2022 $ / shares shares | |
Restricted Stock Units (RSUs) | |
Stock Units | |
Outstanding at period start (in shares) | shares | 1,130 |
Awarded (in shares) | shares | (1,175) |
Vested (in shares) | shares | (109) |
Cancelled (in shares) | shares | (149) |
Outstanding at period end (in shares) | shares | 2,047 |
Weighted-Average Grant Date Fair Value per Share | |
Outstanding at period start (in dollars per share) | $ / shares | $ 345.66 |
Awarded (in dollars per share) | $ / shares | 316.48 |
Vested (in dollars per share) | $ / shares | 386.20 |
Cancelled (in dollars per share) | $ / shares | 343.26 |
Outstanding at period end (in dollars per share) | $ / shares | $ 326.88 |
Performance Stock Units (PSU) | |
Stock Units | |
Outstanding at period start (in shares) | shares | 328 |
Awarded (in shares) | shares | (111) |
Vested (in shares) | shares | 0 |
Cancelled (in shares) | shares | (34) |
Outstanding at period end (in shares) | shares | 183 |
Weighted-Average Grant Date Fair Value per Share | |
Outstanding at period start (in dollars per share) | $ / shares | $ 466.42 |
Awarded (in dollars per share) | $ / shares | 476.80 |
Vested (in dollars per share) | $ / shares | 0 |
Cancelled (in dollars per share) | $ / shares | 423.89 |
Outstanding at period end (in dollars per share) | $ / shares | $ 468.11 |
Stockholders_ Equity - Summar_2
Stockholders’ Equity - Summary of Stock Option Activity Under all Stock Option Plans (Details) shares in Thousands | 9 Months Ended |
Oct. 02, 2022 $ / shares shares | |
Options | |
Options | |
Outstanding at period start (in shares) | shares | 8 |
Granted (in shares) | shares | 180 |
Exercised (in shares) | shares | 1 |
Outstanding at period end (in shares) | shares | 187 |
Exercisable at period end (in shares) | shares | 8 |
Weighted-Average Exercise Price | |
Outstanding at period start (in dollars per share) | $ / shares | $ 66.42 |
Granted (in dollars per share) | $ / shares | 330.25 |
Exercised (in dollars per share) | $ / shares | 6.55 |
Outstanding at period end (in dollars per share) | $ / shares | 319.72 |
Exercisable at period end (in dollars per share) | $ / shares | $ 71.09 |
Performance stock options | |
Options | |
Outstanding at period start (in shares) | shares | 17 |
Granted (in shares) | shares | 0 |
Exercised (in shares) | shares | 0 |
Outstanding at period end (in shares) | shares | 17 |
Exercisable at period end (in shares) | shares | 0 |
Weighted-Average Exercise Price | |
Outstanding at period start (in dollars per share) | $ / shares | $ 85.54 |
Granted (in dollars per share) | $ / shares | 0 |
Exercised (in dollars per share) | $ / shares | 0 |
Outstanding at period end (in dollars per share) | $ / shares | 85.54 |
Exercisable at period end (in dollars per share) | $ / shares | $ 0 |
Stockholders_ Equity - Liabilit
Stockholders’ Equity - Liability - Classified Awards (Details) - USD ($) $ in Millions | 9 Months Ended | |
Oct. 02, 2022 | Jan. 02, 2022 | |
Share-Based Compensation Arrangement By Share-Based Payment Award Liability-Classified Awards, Outstanding [Roll Forward] | ||
Liability-classified equity incentive awards | $ 24 | $ 11 |
Liability-Based Awards | ||
Share-Based Compensation Arrangement By Share-Based Payment Award Liability-Classified Awards, Outstanding [Roll Forward] | ||
Estimated liability, Beginning balance | 184 | |
Granted | 107 | |
Vested and paid in cash | (32) | |
Cancelled | (33) | |
Estimated liability, Ending balance | 226 | |
Liability-classified equity incentive awards | $ 24 |
Stockholders_ Equity - Narrat_2
Stockholders’ Equity - Narrative - Liability - Classified Award (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense before taxes | $ 83 | $ 697 | $ 266 | $ 844 |
Unrecognized compensation cost | 538 | $ 538 | ||
Weighted-average period of unrecognized compensation cost (in years) | 2 years 4 months 24 days | |||
Liability-Based Awards | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense before taxes | 17 | $ 46 | ||
Unrecognized compensation cost | 202 | $ 202 | ||
Weighted-average period of unrecognized compensation cost (in years) | 3 years 2 months 12 days | |||
Aggregated potential value | $ 78 | $ 78 |
Stockholders_ Equity - Narrat_3
Stockholders’ Equity - Narrative - Employee Stock Purchase Plan (Details) - ESPP - Employee Stock shares in Millions | 9 Months Ended |
Oct. 02, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Specified percentage of the fair market value of the common stock on the first or last day of the offering period whichever is lower at which stock is purchased (as a percent) | 85% |
Total shares issued under the ESPP (in shares) | 0.3 |
Shares available for issuance (in shares) | 12.8 |
Stockholders_ Equity - Narrat_4
Stockholders’ Equity - Narrative - Share Repurchases (Details) - Common Stock - USD ($) | 9 Months Ended | |
Oct. 02, 2022 | Feb. 05, 2020 | |
Class of Stock [Line Items] | ||
Repurchased common stock (in shares) | 0 | |
Dollar amount remaining in authorized stock repurchase program | $ 15,000,000 | |
Stock repurchase program, authorized amount | $ 750,000,000 |
Stockholders_ Equity - Summar_3
Stockholders’ Equity - Summary of Share-based Compensation Expense for all Stock Awards (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 28, 2021 USD ($) employee | Oct. 02, 2022 USD ($) | Oct. 03, 2021 USD ($) | Oct. 02, 2022 USD ($) | Oct. 03, 2021 USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense before taxes | $ 83 | $ 697 | $ 266 | $ 844 | |
Related income tax benefits | (18) | (29) | (60) | (57) | |
Share-based compensation expense, net of taxes | 65 | 668 | 206 | 787 | |
Replacement Awards | GRAIL Inc | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, accelerated cost | 615 | ||||
Performance Stock Units (PSU) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation vesting performance period (in years) | 3 years | ||||
Performance Shares, Granted In 2019 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of employees effected by modification | employee | 52 | ||||
Incremental share-based compensation cost | $ 41 | ||||
Performance Shares, Granted In 2020 | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of employees effected by modification | employee | 72 | ||||
Incremental share-based compensation cost | $ 65 | ||||
Cost of product revenue | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense before taxes | 7 | 7 | 20 | 22 | |
Cost of service and other revenue | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense before taxes | 2 | 1 | 4 | 3 | |
Research and development | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense before taxes | 37 | 193 | 112 | 243 | |
Research and development | Replacement Awards | GRAIL Inc | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, accelerated cost | 167 | ||||
Selling, general and administrative | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense before taxes | $ 37 | 496 | $ 130 | $ 576 | |
Selling, general and administrative | Replacement Awards | GRAIL Inc | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment arrangement, accelerated cost | $ 448 |
Stockholders_ Equity- Summary o
Stockholders’ Equity- Summary of Assumptions Used to Estimate the Weighted Average Fair Value Per Share (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Oct. 02, 2022 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to stock options, restricted stock, and ESPP shares granted to date | $ | $ 538 |
Weighted-average period of unrecognized compensation cost related to stock options, restricted stock, and ESPP shares granted to date (in years) | 2 years 4 months 24 days |
Employee Stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk free interest rate minimum (as a percent) | 0.06% |
Risk free interest rate maximum (as a percent) | 2.98% |
Expected volatility, minimum (as a percent) | 37% |
Expected volatility, maximum (as a percent) | 51% |
Expected dividends | 0% |
Weighted-average fair value per share (in dollars per share) | $ / shares | $ 50.22 |
Employee Stock | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 months |
Employee Stock | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 1 year |
Supplemental Balance Sheet De_3
Supplemental Balance Sheet Details - Schedule of Accounts Receivable (Details) - USD ($) $ in Millions | Oct. 02, 2022 | Jan. 02, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Trade accounts receivable, gross | $ 632 | $ 651 |
Allowance for credit losses | (4) | (3) |
Total accounts receivable, net | $ 628 | $ 648 |
Supplemental Balance Sheet De_4
Supplemental Balance Sheet Details - Summary of Inventory (Details) - USD ($) $ in Millions | Oct. 02, 2022 | Jan. 02, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 231 | $ 144 |
Work in process | 387 | 333 |
Finished goods | 29 | 32 |
Inventory, gross | 647 | 509 |
Inventory reserve | (88) | (78) |
Total inventory, net | $ 559 | $ 431 |
Supplemental Balance Sheet De_5
Supplemental Balance Sheet Details - Intangible Assets and Goodwill Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Oct. 02, 2022 | Jul. 03, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | Jan. 02, 2022 | |
Indefinite-lived Intangible Assets [Line Items] | ||||||
Measurement period adjustment | $ (6) | |||||
Goodwill impairment | $ 3,914 | $ 0 | 3,914 | $ 0 | ||
Goodwill | 3,238 | 3,238 | $ 7,113 | |||
GRAIL | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Measurement period adjustment | (6) | |||||
Deferred tax assets | $ 6 | |||||
Fair value of discount rate (as a percent) | 22% | 16% | ||||
Amount exceeding carrying value | $ 700 | |||||
Goodwill impairment | $ 3,914 | 0 | ||||
Goodwill | 2,178 | 2,178 | ||||
Core Illumina | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Fair value in excess of carrying amount (more than) | 30,000 | $ 30,000 | ||||
Developed technology | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 23 | |||||
Useful life (in years) | 7 years | |||||
Database | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 12 | |||||
Useful life (in years) | 7 years | |||||
License | Complete Genomics | ||||||
Indefinite-lived Intangible Assets [Line Items] | ||||||
Loss contingency, license granted | $ 180 | |||||
Amortization period (in years) | 6 years 6 months |
Supplemental Balance Sheet De_6
Supplemental Balance Sheet Details - Schedule of Intangible Assets and Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Goodwill [Roll Forward] | ||||
Goodwill, beginning balance | $ 7,113 | |||
Impairment | $ (3,914) | $ 0 | (3,914) | $ 0 |
Acquisition | 45 | |||
Measurement period adjustment | (6) | |||
Goodwill, ending balance | $ 3,238 | $ 3,238 |
Supplemental Balance Sheet De_7
Supplemental Balance Sheet Details - Summary of Accrued Liabilities (Details) - USD ($) $ in Millions | Oct. 02, 2022 | Jan. 02, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Legal contingencies | $ 453 | $ 0 |
Contract liabilities, current portion | 225 | 234 |
Accrued compensation expenses | 173 | 241 |
Accrued taxes payable | 81 | 98 |
Operating lease liabilities, current portion | 77 | 71 |
Liability-classified equity incentive awards | 24 | 11 |
Other, including warranties | 109 | 106 |
Total accrued liabilities | $ 1,142 | $ 761 |
Supplemental Balance Sheet De_8
Supplemental Balance Sheet Details - Summary of Changes in Reserve for Product Warranties (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | |
Reserve for product warranties [Roll Forward] | ||||
Balance at beginning of period | $ 21 | $ 16 | $ 22 | $ 13 |
Additions charged to cost of product revenue | 5 | 5 | 17 | 20 |
Repairs and replacements | (7) | (6) | (20) | (18) |
Balance at end of period | $ 19 | $ 15 | $ 19 | $ 15 |
Supplemental Balance Sheet De_9
Supplemental Balance Sheet Details - Narrative - Warranties (Details) | 9 Months Ended |
Oct. 02, 2022 | |
Instruments | |
Product Warranty Liability [Line Items] | |
Warranty period (in months) | 1 year |
Consumables | Minimum | |
Product Warranty Liability [Line Items] | |
Warranty period (in months) | 6 months |
Consumables | Maximum | |
Product Warranty Liability [Line Items] | |
Warranty period (in months) | 12 months |
Supplemental Balance Sheet D_10
Supplemental Balance Sheet Details - Narrative - Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Jan. 02, 2022 | |
Derivative [Line Items] | ||||
Other comprehensive income (loss) hedge | $ 16 | $ 3 | $ 32 | $ 4 |
Estimated net amount of gains of foreign currency forward contracts designated as hedges that are expected to be reclassified into earnings within the next 12 months | 40 | 40 | ||
Foreign Exchange Forward | ||||
Derivative [Line Items] | ||||
Derivative assets related to terminated acquisition | 47 | 47 | 19 | |
Derivative asset, current amount | 40 | $ 40 | 19 | |
Foreign Exchange Forward | Not Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Derivative, term of contract (in months) | 1 month | |||
Derivative, notional amount | 472 | $ 472 | 462 | |
Foreign Exchange Forward | Designated as Hedging Instrument | ||||
Derivative [Line Items] | ||||
Derivative, term of contract (in months) | 24 months | |||
Derivative, notional amount | $ 419 | $ 419 | $ 450 |
Legal Proceedings (Details)
Legal Proceedings (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
May 06, 2022 USD ($) patent | Apr. 08, 2022 USD ($) | Nov. 30, 2021 USD ($) | Oct. 02, 2022 USD ($) | Jul. 03, 2022 USD ($) | Oct. 03, 2021 USD ($) | Oct. 02, 2022 USD ($) | Oct. 03, 2021 USD ($) | |
Loss Contingencies [Line Items] | ||||||||
Number of patents invalidated | patent | 3 | |||||||
Legal contingency and settlement | $ 11 | $ 0 | $ (598) | $ 0 | ||||
GRAIL | ||||||||
Loss Contingencies [Line Items] | ||||||||
Potential fine as a percent of consolidated annual revenues | 0.10 | 0.10 | ||||||
Loss contingency accrual | $ 453 | |||||||
BGI | ||||||||
Loss Contingencies [Line Items] | ||||||||
Amount awarded from settlement | $ 8 | |||||||
Complete Genomics | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, damages sought, value | $ 334 | |||||||
Loss contingency, royalty on sales of accused products (as a percent) | 5.50% | |||||||
Loss contingency awarded value | $ 334 | |||||||
Loss contingency, one-time payment agreement | $ 325 | $ 325 | ||||||
Former Gain Contingency, Recognized in Current Period | 5 | $ 5 | ||||||
Amount of payment allocated to release of past damages claimed | 150 | 156 | ||||||
Legal contingency and settlement | $ 6 | |||||||
Complete Genomics | License | ||||||||
Loss Contingencies [Line Items] | ||||||||
Loss contingency, license granted | $ 180 | |||||||
Amortization period (in years) | 6 years 6 months |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 02, 2022 | Oct. 03, 2021 | Oct. 02, 2022 | Oct. 03, 2021 | Jan. 02, 2022 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate (as a percent) | (4.00%) | 24.70% | (2.30%) | 18.60% | |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | $ 822 | $ 822 | |||
Impact on tax rate due to capitalization of research and development expenses | 64 | 91 | |||
Impact on tax rate due to GILTI and U.S. foreign tax credits | 30 | 60 | |||
Impact on european commission fine related to acquisition | 95 | ||||
Income tax receivable | $ 54 | $ 54 | $ 101 |
Segment Information - Summary o
Segment Information - Summary of Operating Performance and Assets by Segment (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Oct. 02, 2022 USD ($) | Oct. 03, 2021 USD ($) | Oct. 02, 2022 USD ($) segment | Oct. 03, 2021 USD ($) | Jan. 02, 2022 USD ($) | |
Segment Reporting [Abstract] | |||||
Number of reportable segments | segment | 2 | ||||
Segment Reporting Information [Line Items] | |||||
Consolidated revenue | $ 1,115 | $ 1,108 | $ 3,501 | $ 3,327 | |
Consolidated loss from operations | (3,657) | (545) | (4,052) | (164) | |
Consolidated total assets | 11,256 | 11,256 | $ 15,217 | ||
Operating Segments | Core Illumina | |||||
Segment Reporting Information [Line Items] | |||||
Consolidated revenue | 1,110 | 1,106 | 3,487 | 3,325 | |
Consolidated loss from operations | 445 | 205 | 411 | 586 | |
Consolidated total assets | 5,626 | 5,626 | 5,571 | ||
Operating Segments | GRAIL | |||||
Segment Reporting Information [Line Items] | |||||
Consolidated revenue | 10 | 2 | 32 | 2 | |
Consolidated loss from operations | (4,101) | (750) | (4,460) | (750) | |
Consolidated total assets | 5,637 | 5,637 | 9,649 | ||
Eliminations | |||||
Segment Reporting Information [Line Items] | |||||
Consolidated revenue | (5) | 0 | (18) | 0 | |
Consolidated loss from operations | (1) | $ 0 | (3) | $ 0 | |
Consolidated total assets | $ (7) | $ (7) | $ (3) |