Illumina (ILMN) 10-Q 5 Nov 24 2024 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares shares in Millions	9 Months Ended
	Sep. 29, 2024	Nov. 01, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 29, 2024
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		158.6
Entity Central Index Key	0001110803
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 29, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 869	$ 1,048
Short-term investments	70	6
Accounts receivable, net	699	734
Inventory, net	574	587
Prepaid expenses and other current assets	161	234
Total current assets	2,373	2,609
Property and equipment, net	832	1,007
Operating lease right-of-use assets	453	544
Goodwill	1,113	2,545
Intangible assets, net	305	2,993
Deferred tax assets, net	617	56
Other assets	321	357
Total assets	6,014	10,111
Current liabilities:
Accounts payable	191	245
Accrued liabilities	784	1,325
Total current liabilities	975	1,570
Operating lease liabilities	613	687
Term debt	1,988	1,489
Other long-term liabilities	313	620
Stockholders’ equity:
Common stock	2	2
Additional paid-in capital	7,449	9,555
Accumulated other comprehensive loss	(5)	(1)
Accumulated deficit	(1,428)	(19)
Treasury stock, at cost	(3,893)	(3,792)
Total stockholders’ equity	2,125	5,745
Total liabilities and stockholders’ equity	$ 6,014	$ 10,111

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Revenue:
Total revenue	$ 1,080	$ 1,119	$ 3,268	$ 3,382
Cost of revenue:
Amortization of acquired intangible assets	16	47	110	143
Total cost of revenue	335	435	1,135	1,312
Gross profit	745	684	2,133	2,070
Operating expense:
Research and development	253	315	913	1,013
Selling, general and administrative	239	303	813	1,127
Goodwill and intangible impairment	0	821	1,889	821
Legal contingency and settlement	(488)	(1)	(474)	14
Total operating expense	4	1,438	3,141	2,975
Income (loss) from operations	741	(754)	(1,008)	(905)
Other income (expense):
Interest income	11	13	36	47
Interest expense	(36)	(19)	(75)	(59)
Other income (expense), net	4	(22)	(319)	(33)
Total other expense, net	(21)	(28)	(358)	(45)
Income (loss) before income taxes	720	(782)	(1,366)	(950)
Provision (benefit) for income taxes	15	(28)	44	36
Net income (loss)	$ 705	$ (754)	$ (1,410)	$ (986)
Earnings (loss) per share:
Basic (in dollars per share)	$ 4.43	$ (4.77)	$ (8.86)	$ (6.23)
Diluted (in dollars per share)	$ 4.42	$ (4.77)	$ (8.86)	$ (6.23)
Shares used in computing earnings (loss) per share:
Basic (in shares)	159,000,000	158,000,000	159,000,000	158,000,000
Diluted (in shares)	160,000,000	158,000,000	159,000,000	158,000,000
Product
Revenue:
Total revenue	$ 914	$ 941	$ 2,718	$ 2,864
Cost of revenue:
Cost of revenue	235	293	739	884
Service
Revenue:
Total revenue	166	178	550	518
Cost of revenue:
Cost of revenue	$ 84	$ 95	$ 286	$ 285

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 705	$ (754)	$ (1,410)	$ (986)
Unrealized (loss) gain on cash flow hedges, net of deferred tax	(19)	9	(4)	18
Total comprehensive income (loss)	$ 686	$ (745)	$ (1,414)	$ (968)

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) shares in Millions, $ in Millions	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings (Accumulated Deficit)	Treasury Stock
Beginning Balance (in shares) at Jan. 01, 2023		198
Beginning balance at Jan. 01, 2023	$ 6,599	$ 2	$ 9,207	$ 3	$ 1,142	$ (3,755)
Beginning balance (in shares) at Jan. 01, 2023						(40)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	3				3
Unrealized (loss) gain on cash flow hedges, net of deferred tax	(4)			(4)
Issuance of common stock, net of repurchases	28		37			$ (9)
Share-based compensation	67		67
Ending Balance (in shares) at Apr. 02, 2023		198
Ending balance at Apr. 02, 2023	6,693	$ 2	9,311	(1)	1,145	$ (3,764)
Ending balance (in shares) at Apr. 02, 2023						(40)
Beginning Balance (in shares) at Jan. 01, 2023		198
Beginning balance at Jan. 01, 2023	6,599	$ 2	9,207	3	1,142	$ (3,755)
Beginning balance (in shares) at Jan. 01, 2023						(40)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(986)
Unrealized (loss) gain on cash flow hedges, net of deferred tax	18
Ending Balance (in shares) at Oct. 01, 2023		198
Ending balance at Oct. 01, 2023	5,898	$ 2	9,487	21	157	$ (3,769)
Ending balance (in shares) at Oct. 01, 2023						(40)
Beginning Balance (in shares) at Apr. 02, 2023		198
Beginning balance at Apr. 02, 2023	6,693	$ 2	9,311	(1)	1,145	$ (3,764)
Beginning balance (in shares) at Apr. 02, 2023						(40)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(234)				(234)
Unrealized (loss) gain on cash flow hedges, net of deferred tax	13			13
Issuance of common stock, net of repurchases	(3)		0			$ (3)
Share-based compensation	77		77
Reclassification of liability-classified awards	9		9
Ending Balance (in shares) at Jul. 02, 2023		198
Ending balance at Jul. 02, 2023	6,555	$ 2	9,397	12	911	$ (3,767)
Ending balance (in shares) at Jul. 02, 2023						(40)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(754)				(754)
Unrealized (loss) gain on cash flow hedges, net of deferred tax	9			9
Issuance of common stock, net of repurchases	28		30			$ (2)
Share-based compensation	60		60
Ending Balance (in shares) at Oct. 01, 2023		198
Ending balance at Oct. 01, 2023	5,898	$ 2	9,487	21	157	$ (3,769)
Ending balance (in shares) at Oct. 01, 2023						(40)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(176)				(176)
Unrealized (loss) gain on cash flow hedges, net of deferred tax	(22)			(22)
Issuance of common stock, net of repurchases (in shares)		1
Issuance of common stock, net of repurchases	(26)		(3)			$ (23)
Share-based compensation	71		71
Ending Balance (in shares) at Dec. 31, 2023		199
Ending balance at Dec. 31, 2023	5,745	$ 2	9,555	(1)	(19)	$ (3,792)
Ending balance (in shares) at Dec. 31, 2023						(40)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(126)				(126)
Unrealized (loss) gain on cash flow hedges, net of deferred tax	13			13
Issuance of common stock, net of repurchases	35		36			$ (1)
Share-based compensation	67		67
Ending Balance (in shares) at Mar. 31, 2024		199
Ending balance at Mar. 31, 2024	5,734	$ 2	9,658	12	(145)	$ (3,793)
Ending balance (in shares) at Mar. 31, 2024						(40)
Beginning Balance (in shares) at Dec. 31, 2023		199
Beginning balance at Dec. 31, 2023	5,745	$ 2	9,555	(1)	(19)	$ (3,792)
Beginning balance (in shares) at Dec. 31, 2023						(40)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(1,410)
Unrealized (loss) gain on cash flow hedges, net of deferred tax	(4)
Ending Balance (in shares) at Sep. 29, 2024		199
Ending balance at Sep. 29, 2024	2,125	$ 2	7,449	(5)	(1,428)	$ (3,893)
Ending balance (in shares) at Sep. 29, 2024						(41)
Beginning Balance (in shares) at Mar. 31, 2024		199
Beginning balance at Mar. 31, 2024	5,734	$ 2	9,658	12	(145)	$ (3,793)
Beginning balance (in shares) at Mar. 31, 2024						(40)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(1,988)				(1,988)
Unrealized (loss) gain on cash flow hedges, net of deferred tax	2			2
Issuance of common stock, net of repurchases	(1)		0			$ (1)
Share-based compensation	88		88
Spin-Off of GRAIL (see Note 2)	(2,399)		(2,399)
Ending Balance (in shares) at Jun. 30, 2024		199
Ending balance at Jun. 30, 2024	1,436	$ 2	7,347	14	(2,133)	$ (3,794)
Ending balance (in shares) at Jun. 30, 2024						(40)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	705				705
Unrealized (loss) gain on cash flow hedges, net of deferred tax	$ (19)			(19)
Issuance of common stock, net of repurchases (in shares)	(1)
Issuance of common stock, net of repurchases	$ (80)		19			$ (99)
Share-based compensation	83		83
Ending Balance (in shares) at Sep. 29, 2024		199
Ending balance at Sep. 29, 2024	$ 2,125	$ 2	$ 7,449	$ (5)	$ (1,428)	$ (3,893)
Ending balance (in shares) at Sep. 29, 2024						(41)

CONDENSED CONSOLIDATED STATEM_4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023
Cash flows from operating activities:
Net income (loss)	$ (1,410)	$ (986)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense	170	175
Amortization of intangible assets	113	148
Share-based compensation expense	291	286
Deferred income taxes	(161)	(42)
Goodwill and intangible (IPR&D) impairment	1,889	821
Property and equipment and right-of-use asset impairment	32	56
Net losses on strategic investments	342	39
Gain on Helix contingent value right	(15)	(8)
Change in fair value of contingent consideration liabilities	(304)	(82)
Other	11	15
Changes in operating assets and liabilities:
Accounts receivable	20	(31)
Inventory	(9)	(47)
Prepaid expenses and other current assets	(11)	(3)
Operating lease right-of-use assets and liabilities, net	(21)	(13)
Other assets	(14)	6
Accounts payable	(35)	(50)
Accrued liabilities	(406)	(25)
Other long-term liabilities	(9)	(5)
Net cash provided by operating activities	473	254
Cash flows from investing activities:
Purchases of property and equipment	(99)	(144)
Net purchases of strategic investments	(33)	(1)
Cash received for Helix contingent value right	83	0
Cash paid for acquisitions and intangible assets, net of cash acquired	(81)	(1)
Net cash used in investing activities	(130)	(146)
Cash flows from financing activities:
GRAIL cash deconsolidated as a result of spin-off	(968)	0
Proceeds from debt, net of issuance costs	1,241
Proceeds from debt, net of issuance costs		(1)
Payments on debt obligations	(750)	(1,235)
Payments on contingent consideration liabilities	(1)	0
Common stock repurchases	(99)	0
Taxes paid related to net share settlement of equity awards	(2)	(14)
Proceeds from issuance of common stock	56	67
Net cash used in financing activities	(523)	(1,183)
Effect of exchange rate changes on cash and cash equivalents	1	(9)
Net decrease in cash and cash equivalents	(179)	(1,084)
Cash and cash equivalents at beginning of period	1,048	2,011
Cash and cash equivalents at end of period	869	927
Supplemental cash flow information:
GRAIL net assets, excluding cash and cash equivalents, deconsolidated as a result of spin-off	$ 1,770	$ 0

ORGANIZATION AND SIGNIFICANT AC

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 29, 2024
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 for genetic and genomic analysis, 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 June 24, 2024, we completed the separation (the Spin-Off) of GRAIL into a new public company through the distribution of 26,547,021 shares of GRAIL common stock to Illumina stockholders on a pro rata basis. The distribution reflected approximately 85.5% of the outstanding common stock of GRAIL as of 5:00 p.m. New York time on June 13, 2024, the record date for the distribution (the Record Date). We retained approximately 14.5% of the shares of GRAIL common stock immediately following the Spin-Off. The disposition of GRAIL did not meet the criteria to be reported as a discontinued operation and accordingly, GRAIL’s assets, liabilities, results of operations and cash flows have not been reclassified. Refer to note 2. GRAIL Spin-Off 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 December 31, 2023, 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 macroeconomic factors such as inflation, exchange rate fluctuations and concerns about an economic downturn present 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 2024 and Q3 2023 refer to the three months ended September 29, 2024 and October 1, 2023, respectively, which were both 13 weeks, and references to year-to-date (YTD) 2024 and 2023 refer to the nine months ended September 29, 2024 and October 1, 2023, respectively, which were both 39 weeks. Significant Accounting Policies During YTD 2024, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Accounting Pronouncements Pending Adoption In December 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures . The new standard requires a company to disclose incremental segment information on an annual and interim basis, including significant segment expenses and measures of profit or loss that are regularly provided to the chief operating decision maker (CODM). The standard is effective for us beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted. We do not expect to early adopt the new standard. We are currently evaluating the impact of ASU 2023-07 on the consolidated financial statements and related disclosures and will adopt the new standard using a retrospective approach. In December 2023, the FASB also issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures . The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for us beginning in fiscal year 2025, with early adoption permitted. We do not expect to early adopt the new standard. The new standard is expected to be applied prospectively, but retrospective application is permitted. We are currently evaluating the impact of ASU 2023-09 on the consolidated financial statements and related disclosures. 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. In loss periods, basic and diluted loss per share are identical since the effect of potentially dilutive common shares is antidilutive and therefore excluded. 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. The weighted average shares used to calculate basic and diluted earnings (loss) per share were as follows: In millions Q3 2024 Q3 2023 YTD 2024 YTD 2023 Weighted average shares outstanding 159 158 159 158 Effect of potentially dilutive common shares from: Equity awards 1 — — — Weighted average shares used in calculating diluted earnings (loss) per share 160 158 159 158 Antidilutive shares: Equity awards 2 3 4 3 Convertible senior notes — 1 — 1 Potentially dilutive shares excluded from calculation due to antidilutive effect 2 4 4 4

GRAIL SPIN-OFF

GRAIL SPIN-OFF	9 Months Ended
	Sep. 29, 2024
Discontinued Operations and Disposal Groups [Abstract]
GRAIL SPIN-OFF	2. GRAIL SPIN-OFF On June 24, 2024, we completed the Spin-Off of GRAIL into a separate, independent publicly traded company through the distribution of 26,547,021 shares of GRAIL common stock to Illumina stockholders on a pro rata basis. The GRAIL common stock distributed in the Spin-Off consisted of approximately 85.5% of the outstanding common stock of GRAIL as of the Record Date. The Spin-Off was structured as a tax-free spin-off and Illumina stockholders received one share of GRAIL common stock for every six shares of Illumina common stock held on the Record Date. We retained approximately 14.5% of the shares of GRAIL common stock immediately following the Spin-Off. The disposition of GRAIL did not meet the criteria to be reported as a discontinued operation and accordingly, GRAIL’s assets, liabilities, results of operations and cash flows have not been reclassified. As part of the Spin-Off, we contributed to GRAIL an amount, in cash, to cover 2.5 years of GRAIL’s operations (the Disposal Funding), which was determined to be $974 million, less the cash and cash equivalents held by GRAIL. The carrying amounts of GRAIL’s assets and liabilities included as part of the disposal group were as follows: In millions Cash and cash equivalents $ 968 Accounts receivable, net 13 Inventory, net 22 Prepaid expenses and other current assets 27 Property and equipment, net 80 Operating lease right-of-use assets 74 Intangible assets, net 2,201 Other assets 14 Accounts payable (12) Accrued liabilities (118) Operating lease liabilities (62) Other long term-liabilities (469) GRAIL net assets $ 2,738 Amount of GRAIL net assets recorded to short-term investments $ 397 Amount of GRAIL net assets recorded to additional paid-in capital $ 2,341 Additional adjustments recorded to additional paid-in capital as a result of the GRAIL Spin-Off: Non-contingent indemnification liability (see Note 6 ) 1 Tax adjustment for difference between the book and tax values of our retained investment in GRAIL 57 Total recorded to additional paid-in capital as a result of the GRAIL Spin-Off $ 2,399 See note 10. Segment Information for GRAIL’s results of operations, prior to the Spin-Off, included in our condensed consolidated statements of operations for the periods presented within. In planning for and executing the Spin-Off, we incurred $53 million in separation-related transaction costs during YTD 2024, which were recognized in selling, general, and administrative expense. These transaction costs primarily related to financial advisory, legal, regulatory and other professional services fees directly related to the Spin-Off. In connection with the Spin-Off, Illumina and GRAIL entered into various agreements to effect the Spin-Off and provide a framework for GRAIL’s relationship with Illumina after the Spin-Off, including a separation and distribution agreement, an employee matters agreement, a tax matters agreement, an amended supply and commercialization agreement and a stockholder’s and registration rights agreement (the Agreements). The Agreements determine the treatment of the assets, employees, liabilities and obligations (including certain tax-related assets and liabilities) of Illumina attributable to periods prior to, at and after GRAIL’s separation and also govern certain relationships between Illumina and GRAIL after the Spin-Off.

REVENUE

REVENUE	9 Months Ended
	Sep. 29, 2024
Revenue from Contract with Customer [Abstract]
REVENUE	3. REVENUE Our revenue is generated from the sale of products and services. Product revenue consists of sales of instruments and consumables used in genetic analysis. Service and other revenue consists of revenue generated from genotyping and sequencing services, instrument service contracts, development and licensing agreements, and, prior to the Spin-Off of GRAIL on June 24, 2024, cancer detection testing services related to the GRAIL business. Revenue by Source Q3 2024 Q3 2023 In millions Sequencing Microarray Total Sequencing Microarray Total Consumables $ 741 $ 66 $ 807 $ 689 $ 71 $ 760 Instruments 104 3 107 178 3 181 Total product revenue 845 69 914 867 74 941 Service and other revenue 150 16 166 162 16 178 Total revenue $ 995 $ 85 $ 1,080 $ 1,029 $ 90 $ 1,119 YTD 2024 YTD 2023 In millions Sequencing Microarray Total Sequencing Microarray Total Consumables $ 2,160 $ 216 $ 2,376 $ 2,108 $ 219 $ 2,327 Instruments 330 12 342 524 13 537 Total product revenue 2,490 228 2,718 2,632 232 2,864 Service and other revenue 499 51 550 456 62 518 Total revenue $ 2,989 $ 279 $ 3,268 $ 3,088 $ 294 $ 3,382 Revenue by Geographic Area Based on region of destination (in millions) Q3 2024 Q3 2023 YTD 2024 YTD 2023 Americas $ 609 $ 663 $ 1,852 $ 1,920 Europe 291 260 859 825 Greater China (1) 75 98 228 302 Asia-Pacific, Middle East, and Africa (2) 105 98 329 335 Total revenue $ 1,080 $ 1,119 $ 3,268 $ 3,382 _____________ (1) Region includes revenue from China, Taiwan, and Hong Kong. (2) Region includes revenue from Russia and Turkey. Performance Obligations We regularly enter into contracts with multiple performance obligations. These contracts are believed to be firm as of the balance sheet date. However, we may allow customers to make product substitutions as we launch new products. The timing of shipments depends on several factors, including agreed upon shipping schedules, which may span multiple quarters. 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 $16 million and $18 million as of September 29, 2024 and December 31, 2023, respectively, and were recorded in prepaid expenses and other current assets. Contract liabilities, which consist of deferred revenue and customer deposits, as of September 29, 2024 and December 31, 2023, were $293 million and $329 million, respectively, of which $235 million and $252 million, respectively, was short-term and recorded in accrued liabilities and the remaining long-term portions were recorded in other long-term liabilities. Revenue recorded in Q3 2024 and YTD 2024 included $48 million and $213 million, respectively, of previously deferred revenue that was included in contract liabilities as of December 31, 2023.

INVESTMENTS AND FAIR VALUE MEAS

INVESTMENTS AND FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 29, 2024
Fair Value Disclosures [Abstract]
INVESTMENTS AND FAIR VALUE MEASUREMENTS	4. INVESTMENTS AND FAIR VALUE MEASUREMENTS Strategic Investments Marketable Equity Securities Our short-term investments consist of marketable equity securities. As of September 29, 2024 and December 31, 2023, the fair value of our marketable equity securities totaled $70 million and $6 million, respectively. The increase in our marketable equity securities relates to the investment we retained in GRAIL subsequent to the Spin-Off, which was initially recorded as $397 million, representing 14.5% of GRAIL’s net assets disposed of at Spin-Off. Refer to note 2. GRAIL Spin-Off for details. We recorded an unrealized loss of $332 million in YTD 2024, subsequent to the Spin-Off, based on the fair value of our investment in GRAIL as of September 29, 2024. Gains and (losses) recognized in other income (expense), net on marketable equity securities were as follows: In millions Q3 2024 Q3 2023 YTD 2024 YTD 2023 Net losses recognized during the period on marketable equity securities $ (4) $ — $ (333) $ (2) Less: Net losses recognized during the period on marketable equity securities sold during the period — — — (2) Net unrealized losses recognized during the period on marketable equity securities still held at the reporting date $ (4) $ — $ (333) $ — Non-Marketable Equity Securities As of September 29, 2024 and December 31, 2023, the aggregate carrying amount of non-marketable equity securities, without readily determinable fair values, included in other assets, was $27 million and $28 million, respectively. Venture Funds We invest in three venture capital investment funds (the Funds), which are accounted for as equity-method investments. The aggregate carrying amount of the Funds, included in other assets, was $191 million and $168 million as of September 29, 2024 and December 31, 2023, respectively. We recorded losses of $6 million and $3 million in Q3 2024 and YTD 2024, respectively, and losses of $19 million and $33 million in Q3 2023 and YTD 2023, respectively, in other income (expense), net. Our commitments to the Funds are as follows: $ in millions Capital commitments Callable through date Remaining callable as of September 29, 2024 (1) Fund I $ 100 April 2026 $ 3 Fund II $ 150 July 2029 $ 49 Fund III $ 60 December 2034 $ 47 _____________ (1) Fund I also had recallable distributions of approximately $10 million. Revenue recognized from transactions with our strategic investees was $7 million and $13 million for Q3 2024 and YTD 2024, respectively, and $2 million and $68 million for Q3 2023 and YTD 2023, respectively. Fair Value Measurements The following table presents the hierarchy for assets and liabilities measured at fair value on a recurring basis: September 29, 2024 December 31, 2023 In millions Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (cash equivalents) $ 674 $ — $ — $ 674 $ 774 $ — $ — $ 774 Marketable equity securities 70 — — 70 6 — — 6 Helix contingent value right — — — — — — 68 68 Deferred compensation plan assets — 70 — 70 — 61 — 61 Total assets measured at fair value $ 744 $ 70 $ — $ 814 $ 780 $ 61 $ 68 $ 909 Liabilities: Contingent consideration liabilities $ — $ — $ 84 $ 84 $ — $ — $ 387 $ 387 Deferred compensation plan liability — 64 — 64 — 59 — 59 Total liabilities measured at fair value $ — $ 64 $ 84 $ 148 $ — $ 59 $ 387 $ 446 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. 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 entitled us to consideration dependent upon the outcome of Helix’s future financing and/or liquidity events. We elected the fair value option to measure the contingent value right received from Helix. Changes in the estimated fair value are recognized in other income (expense), net. Historically, we estimated the fair value of the contingent value right using a Monte Carlo simulation. Estimates and assumptions used in the Monte Carlo simulation included probabilities related to the timing and outcome of future financing and/or liquidity events, assumptions regarding collectability and volatility, and an estimated equity value of Helix. These unobservable inputs represented a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. On July 31, 2024, we received cash of $83 million to settle the contingent value right early. Changes in the Helix contingent value right during YTD 2024 were as follows: In millions Balance as of December 31, 2023 (included in other assets) $ 68 Change in estimated fair value 15 Cash received to settle (83) Balance as of September 29, 2024 $ — Contingent Consideration Liabilities We reassess the fair value of contingent consideration related to acquisitions on a quarterly basis, with changes in the fair value, subsequent to the acquisition date, recognized in selling, general and administrative expense. 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 (through August 2033). 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 the period Q4 2023 through Q2 2024 were $89 million in aggregate and for the period Q4 2022 through Q2 2023 were $65 million in aggregate, driven primarily by sales of GRAIL’s Galleri test. Covered Revenue Payments relating to such periods were $836,000 and $609,000 in YTD 2024 and YTD 2023, respectively. The fair value of our contingent consideration liability related to GRAIL was $82 million and $387 million as of September 29, 2024 and December 31, 2023, respectively, of which $81 million and $385 million, respectively, was included in other long-term liabilities, with the remaining balances included in accrued liabilities. We use a Monte Carlo simulation to estimate the fair value of the GRAIL contingent consideration liability. 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. Subsequent to the Spin-Off of GRAIL, we no longer have access to GRAIL management’s forecasts and therefore must rely on information made public by GRAIL’s management to estimate forecasted revenues through August 2033. In August 2024, GRAIL management publicly announced a corporate restructure, including a reduction in headcount and planned hires and a substantial decrease in certain R&D projects and investments. To estimate the liability as of September 29, 2024, we selected a revenue risk premium of 18%, which was derived from reconciling our forecasted revenues for GRAIL to GRAIL’s market capitalization based on a 60-day trailing average. The significant decrease in the contingent consideration liability from December 31, 2023 was due to the decrease in the forecasted revenues, following revised revenue projections announced by GRAIL in May 2024 and the restructuring announcement in August 2024, and the increase in the revenue risk premium resulting from the lower market capitalization observed at or subsequent to the Spin-Off. The assumptions used in estimating the fair value of the contingent consideration liability related to GRAIL are inherently subject to uncertainty and we note that small changes in these assumptions could have a significant impact on the concluded value. For example, an increase or decrease of 20%, in each year, to the forecasted revenues would have resulted in an increase of $21 million and a decrease of $20 million, respectively, in the liability as of September 29, 2024. Additionally, an increase or decrease of 250 basis points to the selected revenue risk premium would have resulted in a decrease of $15 million and an increase of $16 million, respectively. We expect certain levels of volatility in the GRAIL contingent consideration liability are possible in future quarters. Changes in the estimated fair value of our contingent consideration liabilities during YTD 2024 were as follows: In millions Balance as of December 31, 2023 $ 387 Acquisition 2 Change in estimated fair value (304) Cash payments (1) Balance as of September 29, 2024 $ 84

DEBT

DEBT	9 Months Ended
	Sep. 29, 2024
Debt Disclosure [Abstract]
DEBT	5. DEBT Summary of Term Debt Obligations In millions September 29, December 31, Principal amount of 2025 Term Notes outstanding $ 500 $ 500 Principal amount of 2026 Term Notes outstanding 500 — Principal amount of 2027 Term Notes outstanding 500 500 Principal amount of 2031 Term Notes outstanding 500 500 Unamortized discounts and debt issuance costs (12) (11) Net carrying amount of term debt, non-current $ 1,988 $ 1,489 Fair value of term debt outstanding (Level 2) $ 1,966 $ 1,440 Interest expense, which included amortization of debt discounts and issuance costs, was $36 million and $74 million in Q3 2024 and YTD 2024, respectively, and $18 million and $55 million in Q3 2023 and YTD 2023, respectively. 4.650% Term Notes due 2026 (2026 Term Notes) On September 9, 2024, we issued $500 million aggregate principal amount of 2026 Term Notes. After deducting discounts and issuance costs, we received net proceeds of $497 million, which were used to repay a portion of the outstanding debt under the Delayed Draw Credit Agreement. The 2026 Term Notes, which mature on September 9, 2026, accrue interest at a rate of 4.650% per annum, payable semi-annually on March 9 and September 9 of each year, beginning on March 9, 2025. We may redeem for cash all or any portion of the 2026 Term Notes, at our option, at any time prior to maturity at make-whole premium redemption prices as defined in the form of the notes. 5.800% Term Notes due 2025 (2025 Term Notes) and 5.750% Term Notes due 2027 (2027 Term Notes) In December 2022, we issued $500 million aggregate principal amount of 2025 Term Notes and $500 million aggregate principal amount of 2027 Term Notes. The 2025 Notes, which mature on December 12, 2025, and the 2027 Notes, which mature on December 13, 2027, accrue interest at a rate of 5.800% and 5.750% per annum, respectively, payable semi-annually. Interest for the 2025 Notes is payable on June 12 and December 12 of each year and interest for the 2027 Notes is payable on June 13 and December 13 of each year, beginning in June 2023. We may redeem for cash all or any portion of the 2025 or 2027 Term Notes, at our option, at any time prior to maturity. Prior to November 12, 2025 for the 2025 Notes and prior to November 13, 2027 for the 2027 Notes, the notes are redeemable at make-whole premium redemption prices as defined in the applicable forms of note. After November 12, 2025 and November 13, 2027, respectively, the notes are redeemable at a redemption price equal to 100% of the principal to be redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date. 2.550% Term Notes due 2031 (2031 Term Notes) In March 2021, we issued $500 million aggregate principal amount of 2031 Term Notes. The notes mature on March 23, 2031 and accrue interest at a rate of 2.550% per annum, payable semi-annually on March 23 and September 23 of each year. We may redeem for cash all or any portion of the notes, at our option, at any time prior to maturity. Prior to December 23, 2030, the notes are redeemable at make-whole premium redemption prices as defined in the form of the notes. After December 23, 2030, the notes are redeemable at a redemption price equal to 100% of the principal to be redeemed, plus accrued and unpaid interest up to, but excluding, the redemption date. Delayed Draw Term Loan due 2025 On June 17, 2024, we entered into a 364-day delayed draw credit agreement (the Delayed Draw Credit Agreement), which provided us with a senior unsecured term loan credit facility in an aggregate principal amount of up to $750 million (the Delayed Draw Credit Facility). On June 20, 2024, we borrowed $750 million on the credit facility in order to provide a portion of the Disposal Funding to GRAIL as part of the Spin-Off. The delayed draw term loan incurred interest at a rate of 6.7%. On September 9, 2024, we repaid the full principal outstanding on the Delayed Draw Credit Facility, including accrued interest, of $761 million and terminated the Delayed Draw Credit Agreement. We recognized a loss on debt extinguishment of $5 million in Q3 2024 related to the write-off of unamortized debt issuance costs, which was included in interest expense in the condensed consolidated statements of operations. Revolving Credit Agreement On January 4, 2023, we entered into a credit agreement (the Revolving 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 Revolving Credit Facility). Proceeds of the loans under the Revolving Credit Facility may be used to finance working capital needs and for general corporate purposes. The Revolving Credit Facility matures, and all amounts outstanding become due and payable in full, on January 4, 2028, 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 Revolving Credit Facility at any time without premium or penalty. As of September 29, 2024, there were no borrowings or letters of credit outstanding under the credit facility, and we were in compliance with all financial and operating covenants. Loans under the Revolving Credit Facility will have a variable interest rate based on either the term secured overnight financing rate (SOFR) or the alternate base rate, plus an applicable rate that varies with our debt rating and, in the case of loans bearing interest based on term SOFR, a credit spread adjustment equal to 0.10% per annum. The Revolving Credit Agreement includes an option for us to elect to increase commitments under the credit facility or enter into one or more tranches of term loans in the aggregate principal amount of up to $250 million, subject to consent of the lenders providing the additional commitments or loans and certain other conditions. The Revolving Credit Agreement contains financial and operating covenants. Pursuant to the Revolving Credit Agreement, we are required to maintain a ratio of total debt to adjusted 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 Revolving 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.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 29, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	6. STOCKHOLDERS' EQUITY As of September 29, 2024, approximately 5.4 million shares remained available for future grants under the Amended and Restated 2015 Stock and Incentive Compensation Plan (the 2015 Plan). In connection with the GRAIL Spin-Off, all unvested RSU and PSU were equitably adjusted pursuant to the plan to preserve their intrinsic value and the number of shares reserved for issuance under the 2015 Plan was increased by 160,000 shares. 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 December 31, 2023 2,198 — $ 236.32 $ — Awarded 2,753 647 $ 133.60 $ 159.36 Unvested adjustment for GRAIL Spin-Off 107 12 $ — $ — Vested (83) — $ 258.43 $ — Cancelled (352) (39) $ 201.11 $ 167.68 Outstanding at September 29, 2024 4,623 620 $ 172.30 $ 159.72 _____________ (1) We issue PSU for which the number of shares issuable is based on our performance relative to specified earnings per share targets (EPS PSU) and PSU with a market condition that vest based on the Company’s relative total shareholder return as compared to a peer group of companies (rTSR PSU). In Q1 2024, we began to issue PSU for which the number of shares issuable is based on our performance relative to specified operating margin targets (OM PSU). For EPS and OM PSU, the number of units reflect the estimated number of shares to be issued at the end of the performance period. For rTSR PSU, the number of units reflect the estimated number of shares to be issued based on performance as of the current reporting period. Awarded units are presented net of performance adjustments. Stock Options Stock option activity was as follows: Units in thousands Options Weighted-Average Performance Options (1) Weighted-Average Outstanding at December 31, 2023 35 $ 330.25 16 $ 87.74 Cancelled (35) $ 330.25 (16) $ 87.74 Outstanding at September 29, 2024 — $ — — $ — _____________ (1) In connection with the GRAIL acquisition, we issued replacement performance stock options to GRAIL employees in 2021. In connection with the GRAIL Spin-Off, all outstanding performance stock options were assumed by GRAIL. Liability-Classified Awards Prior to the GRAIL Spin-Off, we granted cash-based equity incentive awards to GRAIL employees, which were accounted for as liability-classified awards. In connection with the Spin-Off, these awards were assumed by GRAIL. Cash-based equity incentive award activity was as follows: In millions Outstanding at December 31, 2023 $ 292 Granted 67 Vested and paid in cash (54) Cancelled (13) Change in fair value (9) Derecognition for GRAIL Spin-Off (1) (283) Outstanding at September 29, 2024 $ — _____________ (1) The estimated liability immediately prior to the Spin-Off, recorded in accrued liabilities, was $53 million, which was disposed of as part of GRAIL’s net assets. See note 2. GRAIL Spin-Off for additional details. We recognized share-based compensation expense on these cash-based equity incentive awards of $52 million in YTD 2024, prior to the Spin-Off, and $26 million and $72 million in Q3 2023 and YTD 2023, respectively. In connection with the acquisition of GRAIL, we assumed a performance-based award for which vesting was based on GRAIL’s future revenues and had an aggregate potential value of up to $78 million. Prior to the GRAIL Spin-Off, it was not probable that the performance conditions associated with the award would be achieved and, therefore, no share-based compensation expense was recognized in the condensed consolidated statements of operations. In connection with the Spin-Off, this award was assumed by GRAIL. For a period of 2.5 years following the Spin-Off, we are obligated to indemnify GRAIL for cash payments that become earned and payable related to this award. The indemnification is accounted for in accordance with ASC 460. As of September 29, 2024, we recognized a non-contingent liability of $1 million for this indemnification, with a corresponding charge to additional paid-in capital. Employee Stock Purchase Plan (ESPP) The price at which common stock is purchased under the 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 2024, approximately 0.5 million shares were issued under the plan. As of September 29, 2024, there were approximately 12.4 million shares available for issuance under the ESPP, which reflects an upward adjustment of approximately 0.5 million shares pursuant to the terms of the plan to account for the GRAIL Spin-Off. The assumptions used and the resulting estimate of weighted-average fair value per share for stock purchased under the ESPP during YTD 2024 were as follows: Risk-free interest rate 4.35% - 5.54% Expected volatility 41% - 49% Expected term 0.5 - 1.1 year Expected dividends 0 % Weighted-average grant-date fair value per share $ 37.24 Share Repurchases In August 2024, our Board of Directors authorized a new share repurchase program, which cancels and supersedes all prior and available repurchase authorizations, to repurchase up to $1.5 billion of our outstanding common stock. The repurchases may be completed through open market purchases, pursuant to Rule 10b5-1 or Rule 10b-18, or through an accelerated share repurchase program. Authorizations to repurchase up to $1.4 billion of our outstanding common stock remained available as of September 29, 2024. Share repurchase activity during Q3 2024 was as follows: In millions, except shares in thousands Number of shares repurchased 770 Total cost of shares repurchased (1) $ 99 _____________ (1) Total cost of shares repurchased includes the 1% excise tax imposed as part of the Inflation Reduction Act of 2022, which is calculated based on share repurchases, net of certain share issuances, and was immaterial for Q3 2024. 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 2024 Q3 2023 YTD 2024 YTD 2023 Cost of product revenue $ 7 $ 7 $ 19 $ 22 Cost of service and other revenue 1 2 5 5 Research and development 33 36 115 117 Selling, general and administrative 43 41 152 142 Share-based compensation expense, before taxes 84 86 291 286 Related income tax benefits (18) (19) (66) (65) Share-based compensation expense, net of taxes $ 66 $ 67 $ 225 $ 221 As of September 29, 2024, unrecognized compensation cost, related to restricted stock and ESPP shares issued to date, of $655 million was expected to be recognized over a weighted-average period of approximately 2.5 years.

SUPPLEMENTAL BALANCE SHEET DETA

SUPPLEMENTAL BALANCE SHEET DETAILS	9 Months Ended
	Sep. 29, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SUPPLEMENTAL BALANCE SHEET DETAILS	7. SUPPLEMENTAL BALANCE SHEET DETAILS Accounts Receivable In millions September 29, December 31, Trade accounts receivable, gross $ 710 $ 741 Allowance for credit losses (11) (7) Total accounts receivable, net $ 699 $ 734 Inventory In millions September 29, December 31, Raw materials $ 238 $ 276 Work in process 419 402 Finished goods 37 30 Inventory, gross 694 708 Inventory reserve (120) (121) Total inventory, net $ 574 $ 587 Accrued Liabilities In millions September 29, December 31, Legal contingencies (1) $ 1 $ 484 Contract liabilities, current portion 235 252 Accrued compensation expenses 237 223 Accrued taxes payable 127 79 Operating lease liabilities, current portion 73 86 Liability-classified equity incentive awards — 55 Other, including warranties (2) 111 146 Total accrued liabilities $ 784 $ 1,325 _____________ (1) See note 8. 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 2024 Q3 2023 YTD 2024 YTD 2023 Balance at beginning of period $ 17 $ 20 $ 21 $ 18 Additions charged to cost of product revenue 8 10 30 30 Repairs and replacements (9) (11) (35) (29) Balance at end of period $ 16 $ 19 $ 16 $ 19 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 Restructuring In Q2 2023, we implemented a cost reduction initiative that included workforce reductions, the consolidation of certain facilities and other actions to reduce expenses, all as part of a plan to realign operating expenses while maintaining focus on our innovation roadmap and sustainable long-term growth. In YTD 2024, we recorded restructuring charges primarily consisting of asset impairment charges related to our leased facilities. A summary of the pre-tax restructuring charges are as follows: In millions Q3 2024 Q3 2023 YTD 2024 YTD 2023 Cumulative charges recorded since inception Employee separation costs $ 6 $ 7 $ 13 $ 33 $ 61 Asset impairment charges (1) — 49 32 56 132 Other costs — 2 1 2 5 Total restructuring charges (2) $ 6 $ 58 $ 46 $ 91 $ 198 _____________ (1) For YTD 2024, charges primarily relate to impairment of right-of-use assets and leasehold improvements for our Foster City campus. For YTD 2023, charges primarily relate to impairment of right-of-use assets and leasehold improvements for our i3 campus. (2) For Q3 2024, $5 million was recorded in SG&A expense and $1 million in R&D expense. For YTD 2024, $43 million was recorded in SG&A expense, $2 million in R&D expense, and remainder in cost of revenue. For Q3 2023, $55 million was recorded in SG&A expense, $2 million in R&D expense, and remainder in cost of revenue. For YTD 2023, $74 million was recorded in SG&A expense, $13 million in R&D expense, and remainder in cost of revenue. We recorded right-of-use asset impairments of $18 million in Q1 2024 related to our campus in Foster City, California and another property in San Diego, California. The impairments, which were recognized in selling, general and administrative expense, were determined by comparing the fair values of the impacted right-of-use assets to the carrying values of the assets as of the impairment measurement date. The fair values of the right-of-use assets were estimated using the discounted future cash flows method, which includes estimates and assumptions for future sublease rental rates that reflect current sublease market conditions, as well as discount rates. The estimates and assumptions used in our assessments represent Level 3 measurements because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. We also recorded $14 million of leasehold improvement impairments in Q1 2024, related to our Foster City campus, recognized in selling, general and administrative expense. We continue to evaluate our options with respect to the rest of our campus in Foster City, California and the other property in San Diego, California. As of September 29, 2024, we had remaining assets, consisting primarily of right-of-use assets and leasehold improvements, related to our Foster City campus and the other property in San Diego, California of approximately $136 million. A summary of the restructuring liability is as follows: In millions Employee Separation Costs (1) Other Costs Total Amount recorded in accrued liabilities as of December 31, 2023 $ 17 $ 1 $ 18 Additional expense recorded 13 1 14 Cash payments (22) (2) (24) Adjustments to accrual (2) — (2) Amount recorded in accrued liabilities as of September 29, 2024 $ 6 $ — $ 6 _____________ (1) It is expected that substantially all of the employee separation related charges will be paid by the end of Q4 2024 . Impairment of Goodwill and Intangible Assets Goodwill is reviewed for impairment annually, during the second quarter of our fiscal year, or more frequently if an event occurs indicating the potential for impairment. In May 2024, we performed our annual goodwill impairment test for our two reporting units: Core Illumina and GRAIL. We performed a quantitative test for both reporting units. GRAIL’s carrying value exceeded its fair value, estimated as $580 million, and we recorded a goodwill impairment of $1,466 million in Q2 2024. There was no impairment for Core Illumina, as its fair value exceeded its carrying value. To determine the fair value of GRAIL as of May 2024, we utilized enterprise value estimates of GRAIL, as estimated by investment bankers for purposes of determining pricing for the Spin-Off. Estimates and assumptions used to derive the investment bankers’ enterprise value estimates included estimated revenues for a two year period based on assumed growth rates and implied revenue multiples for comparable companies. These estimates and assumptions represent a Level 3 measurement as they are supported by little or no market activity and reflect our own assumptions in measuring fair value. An increase in estimated enterprise values for GRAIL of 100% would still have resulted in a full impairment of goodwill. In prior periods, we used a combination of both an income (discounted cash flows) and market approach to determine the fair value of GRAIL. The income approach utilized projected cash flows for GRAIL based on a long-range plan which contemplated FDA approval and estimated cash flows for a 15 year period. Based on this approach, in Q3 2023, we estimated the fair value of GRAIL to be $3.6 billion, using a selected discount rate of 24.0%, and recorded a goodwill impairment of $712 million. An increase of 50 to 100 basis points to the discount rate used in our assessment at that time would have resulted in additional goodwill impairment of $200 million to $350 million. Using this same approach in Q4 2023 suggested no further decrement in fair value. Initial analyst coverage of GRAIL from December 2023 into the spring of 2024 suggested that GRAIL could be valued between $3 billion and $4 billion. By May 2024, prior to the consummation of the GRAIL Spin-Off, additional information about GRAIL had become available in GRAIL’s amended Form 10 filings and a publicly available management presentation, which included updated disclosure about GRAIL’s business and anticipated near term financial trends. Prior to the consummation of the GRAIL Spin-Off, the amount of GRAIL’s Disposal Funding, $974 million, was also disclosed. Analyst and banker valuation estimates then began to estimate fair values between $400 million and $770 million, consistent with the impairment recorded in Q2 2024. To determine the fair value of Core Illumina, we used a combination of both an income and market approach consistent with prior periods. The income approach utilized estimated discounted cash flows for the reporting unit, while the market approach utilized comparable company information. Estimates and assumptions used in the income approach included projected cash flows and a discount rate and 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 also evaluated GRAIL’s in-process research and development (IPR&D) asset for potential impairment, in May 2024, as part of our annual test. We further concluded the when-issued trading activity for GRAIL’s common stock, in June 2024, to be an additional triggering event that required an additional impairment test be performed. The carrying value of the IPR&D asset exceeded its estimated fair value and we recorded an impairment of $420 million in Q2 2024. The fair value of GRAIL’s IPR&D was determined using an income approach, specifically a discounted cash flow model. Estimates and assumptions used in the income approach, which represent a Level 3 measurement, included projected cash flows and a discount rate of 46.5%. The discount rate was derived from reconciling GRAIL’s long-range plan, which contemplated FDA approval and estimated cash flows for a 15 year period, to observed market values of GRAIL based on the when-issued trading activity. An increase of 300 basis points to the discount rate used in our assessment would have resulted in additional impairment of $20 million. There is substantial risk inherent in forecasting revenues and spend associated with research and development, including assumptions around the timing and level of resources and investment to be made, which were made more challenging in light of the Spin-Off and related Disposal Funding. We performed a recoverability test for GRAIL’s definite-lived intangible assets, which include developed technology and trade name, noting no impairment. No impairment was noted for Core Illumina definite-lived intangible assets. Goodwill Changes to goodwill during YTD 2024 were as follows: In millions Balance as of December 31, 2023 (1) $ 2,545 Acquisition 34 Impairment (1,466) Balance as of September 29, 2024 $ 1,113 _____________ (1) The balance as of December 31, 2023 includes accumulated impairment of $4,626 million related to our GRAIL reporting unit. Intangible Assets The following is a summary of our identifiable intangible assets: September 29, 2024 December 31, 2023 In millions Gross Accumulated Intangible Assets, Gross Accumulated Impairment Intangible Assets, Developed technologies $ 465 $ (296) $ 169 $ 2,807 $ (585) $ — $ 2,222 Licensed technologies 227 (107) 120 274 (133) — 141 Trade name 2 (2) — 43 (14) — 29 Customer relationships 16 (14) 2 14 (13) — 1 License agreements 19 (13) 6 14 (13) — 1 Database 12 (4) 8 12 (3) — 9 Total finite-lived intangible assets, net 741 (436) 305 3,164 (761) — 2,403 In-process research and development (IPR&D) — — — 705 — (115) 590 Total intangible assets, net $ 741 $ (436) $ 305 $ 3,869 $ (761) $ (115) $ 2,993 The significant decrease in developed technologies, trade name, and IPR&D reflect the GRAIL intangible assets disposed of in connection with the Spin-Off. See note 2. GRAIL Spin-Off for more information. Additionally, in Q1 2024, we placed into service (reflected in developed technologies) the IPR&D asset we acquired in Q2 2021. As a result of the Fluent BioSciences acquisition in Q3 2024, we recorded a developed technology intangible of $42 million, with a useful life of 7 years, and a customer relationship intangible of $2 million, with a useful life of 11 years. We are still finalizing the allocation of the purchase price as it relates to the completion of certain tax returns. We expect to finalize the valuation as soon as practicable, but no later than one year after the acquisition. Amortization expense for Q3 2024 and YTD 2024 was $17 million and $113 million, respectively, and $49 million and $148 million in Q3 2023 and YTD 2023, respectively. The estimated future annual amortization of finite-lived intangible assets is shown in the following table. Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors. In millions Estimated Annual Amortization 2024 (remainder of year) $ 17 2025 68 2026 56 2027 54 2028 52 Thereafter 58 Total $ 305 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 income (expense), net, along with the re-measurement gain or loss on the foreign currency denominated assets or liabilities. As of September 29, 2024, 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 September 29, 2024 and December 31, 2023, the total notional amounts of outstanding forward contracts in place for these foreign currency purchases were $497 million and $926 million, respectively. In September 2024, as a result of the European Commission withdrawing its previously imposed fine, the related forward contracts we previously entered into for a total notional amount of €432 million were terminated. We 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 loss and are reclassified to revenue in the same period the underlying hedged transactions are recorded. We regularly review the effectiveness of our 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, are recognized in other income (expense), net. As of September 29, 2024, we had foreign currency forward contracts in place to hedge exposures associated with forecasted revenue transactions denominated in the euro, Japanese yen, Australian dollar, Canadian dollar, and Chinese Yuan Renminbi. As of September 29, 2024 and December 31, 2023, the total notional amounts of outstanding cash flow hedge contracts in place for these foreign currency purchases were $671 million and $628 million, respectively. We reclassified $3 million and $10 million to revenue in Q3 2024 and YTD 2024, respectively, and $5 million and $9 million to revenue in Q3 2023 and YTD 2023, respectively. As of September 29, 2024, the fair value of foreign currency forward contracts recorded in total assets and total liabilities was $2 million and $10 million, respectively. As of December 31, 2023, the fair value of foreign currency forward contracts recorded in total assets and total liabilities was $5 million and $9 million, respectively.

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS	9 Months Ended
	Sep. 29, 2024
Commitments and Contingencies Disclosure [Abstract]
LEGAL PROCEEDINGS	8. 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 As of September 6, 2024, all previously disclosed regulatory proceedings in the United States and European Union related to our acquisition of GRAIL have been resolved (as further described below). On April 19, 2021, the European Commission sought and subsequently 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 EEA Member States (Belgium, Greece, Iceland, the Netherlands and Norway), under Article 22(1) of Council Regulation (EC) No 139/2004 (the EU Merger Regulation). The European Commission had never solicited referrals to take jurisdiction over an acquisition of a U.S. company that had no revenue in Europe. On April 28, 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 July 13, 2022, the EU General Court reached a decision in favor of the European Commission, holding that the European Commission has jurisdiction under the EU Merger Regulation to review the acquisition. On September 22, 2022, we filed an appeal in the Court of Justice of the European Union (the EU Court of Justice) asking for annulment of the EU General Court’s judgment. On December 17, 2023, we announced that we would divest GRAIL. On April 12, 2024, the European Commission issued a decision approving our divestment plan, which was submitted to the EC pursuant to its October 12, 2023 decision requiring Illumina to unwind its acquisition of GRAIL. On June 24, 2024, we completed the separation (the Spin-Off) of GRAIL into a separate, independent publicly traded company through the distribution of approximately 85.5% of the outstanding GRAIL common stock to Illumina stockholders on a pro rata basis. On September 3, 2024, the EU Court of Justice ruled in our favor, confirming that the European Commission had unlawfully asserted jurisdiction over our acquisition of GRAIL, and hence annulling the EU General Court’s judgment and the European Commission’s decisions accepting the referral of the GRAIL acquisition for EU merger review (the EU Court of Justice Judgment). The EU Court of Justice Judgment concludes these proceedings and is not subject to further appeals. In view of this judgment, on September 6, 2024, the European Commission issued a decision (the Withdrawal Decision) withdrawing all of its prior decisions, including (1) its July 22, 2021 decision opening an investigation of Illumina’s proposed acquisition of GRAIL, (2) its September 6, 2022 decision prohibiting Illumina’s acquisition of GRAIL, (3) its October 29, 2021 and October 28, 2022 decisions concerning interim measures, (4) its October 12, 2023 decision requiring Illumina to unwind its acquisition of GRAIL, and (5) its July 12, 2023 decision fining Illumina €432 million and GRAIL for closing the acquisition before approval by the European Commission. The Withdrawal Decision resolves all ongoing regulatory proceedings in the European Union. As a result of the European Commission withdrawing its previously imposed fine, we recognized a net gain of $481 million in Q3 2024. We recognized a gain of $489 million in operating expense, resulting from reversal of the accrued fine and related accrued interest, offset by a loss of $8 million, recognized in other income (expense), net, for the reversal of associated foreign currency fluctuations. The fine accrued interest at a rate of 5.5% per annum while it was outstanding. The guarantees we provided in October 2023 to satisfy the obligation in lieu of cash payment while we appealed the European Commission’s jurisdictional and fine decisions are no longer outstanding. On August 15, 2024, the U.S. Federal Trade Commission dismissed the previously disclosed administrative complaint in light of the completion of the Spin-Off. SEC Inquiry Letter In July 2023, we were informed that the staff of the SEC was conducting an investigation relating to Illumina and was requesting documents and communications primarily related to Illumina’s acquisition of GRAIL and certain statements and disclosures concerning GRAIL, its products and its acquisition, and related to the conduct and compensation of certain members of Illumina and GRAIL management, among other things. Illumina is cooperating with the SEC in this investigation. Shareholder Derivative Complaints On October 17, 2023, a stockholder derivative and class action complaint captioned Icahn Partners LP, et al. v. deSouza, et al. , purportedly brought on behalf of Illumina and public holders of Illumina’s common stock, was filed in the Delaware Court of Chancery against certain current and former directors (including our former Chief Executive Officer). We are named as a nominal defendant in the complaint. The lawsuit alleges the named directors breached their fiduciary duties by knowingly causing Illumina to unlawfully close the GRAIL acquisition, concealing material facts related to the GRAIL acquisition and making inadequate disclosures. Before the filing of the complaint, the purported stockholders did not make a demand that our Board of Directors pursue the claims asserted therein. The complaint seeks damages, costs and expenses, including attorney fees, the certification and consolidation of a putative class, the issuance of amended disclosures, the removal of conflicted directors and declaratory and other equitable relief. Since the lawsuit is brought in part on behalf of Illumina as a nominal defendant, the alleged damages were allegedly suffered by us. On November 1, 2023, the defendants filed a motion to dismiss the complaint, which has not yet been briefed. On the same day, Illumina-joined by the director defendants-moved to strike portions of the complaint that contain improperly included confidential and privileged information. On January 16, 2024, the Court granted the motion to strike. On December 5, 2023, the plaintiffs moved to expedite the proceedings with respect to their direct claims. The director defendants opposed that motion and Illumina joined their opposition. On January 19, 2024, the Court denied plaintiffs’ motion to expedite. On January 23, 2024, the plaintiffs filed a motion for reargument of the Court’s January 16 opinion, which the Court denied on February 19, 2024. On February 29, 2024, the plaintiffs filed an application to the trial court to certify the orders granting the motion to strike and denying the motion for reargument for interlocutory appeal. The Court refused the application on March 20, 2024. On March 14, 2024, the plaintiffs filed an application for interlocutory appeal with the Supreme Court of Delaware, which the Court denied on April 11, 2024. On February 26, 2024, a stockholder derivative complaint captioned City of Omaha Police and Firefighters Retirement System v. deSouza, et al., purportedly brought on behalf of Illumina, was filed in the Delaware Court of Chancery against certain current and former directors. On April 16, 2024, a stockholder derivative complaint captioned City of Roseville General Employees Retirement System, et al. v. deSouza, et al., purportedly brought on behalf of Illumina, was filed in the Delaware Court of Chancery against certain current and former directors and officers. On August 16, 2024, a stockholder derivative complaint captioned Thomas P. DiNapoli v. John Thompson et al. , purportedly brought on behalf of Illumina, was filed in the Delaware Court of Chancery against certain current and former directors. We are named as a nominal defendant in the complaints. The lawsuits allege the named directors and officers breached their fiduciary duties by knowingly causing Illumina to unlawfully close the GRAIL acquisition. The stockholders previously made requests to inspect certain books and records under Delaware law, and they purport to base their complaint in part on documents obtained from Illumina in response to those requests. Before the filing of the complaint, the purported stockholders did not make a demand that our Board of Directors pursue the claim asserted therein. The complaints seek damages, costs and expenses, including attorney fees and other equitable relief. Since the lawsuits are brought in part on behalf of Illumina as a nominal defendant, the alleged damages were allegedly suffered by us. On March 26, 2024, the defendants filed a motion to dismiss the complaint in the lawsuit filed by City of Omaha Police and Firefighters Retirement System. The motion has not yet been briefed. On May 16, 2024, the defendants filed a motion to dismiss the complaint in the lawsuit filed by City of Roseville General Employees Retirement System, et al. The motion has not yet been briefed. On September 16, 2024, the defendants filed a motion to dismiss the complaint in the lawsuit filed by Thomas DiNapoli. The motion has not yet been briefed. In light of the fact that these lawsuits are in an early stage, we cannot predict the ultimate outcome of the suits. We deny the allegations in the complaints and intend to vigorously defend the litigations. On February 21, 2024, a stockholder derivative complaint captioned Elaine Wang, et al. v. deSouza, et al., purportedly brought on behalf of the Company was filed in the United States District Court for the District of Delaware (District of Delaware) against certain current and former directors. The Company is named as a nominal defendant in the complaint. The lawsuit alleges that the named directors breached their fiduciary duties by knowingly causing the Company to unlawfully close the GRAIL acquisition. Before the filing of the complaint, the purported stockholder did not make a demand that our Board of Directors pursue the asserted claims therein. The complaint seeks, among other things, restitution to the Company for the alleged damages caused by the named defendants. Since the lawsuit was brought in part on behalf of Illumina as a nominal defendant, the alleged damages were allegedly suffered by us. On March 8, 2024, a stockholder derivative complaint captioned Michael Warner, et al. v. deSouza, et al., purportedly brought on behalf of Illumina was also filed in the United States District Court for the Southern District of California against certain current and former directors. We are named as a nominal defendant in the complaint. The lawsuit alleges that the named directors breached their fiduciary duties by knowingly causing us to unlawfully close the GRAIL acquisition. Before the filing of the complaint, the purported stockholder did not make a demand that our Board of Directors pursue the asserted claims therein. The complaint seeks, among other things, restitution to Illumina for the alleged damages caused by the named defendants. Since the lawsuit was brought in part on behalf of Illumina as a nominal defendant, the alleged damages were allegedly suffered by us. On March 28, 2024, the parties submitted a Joint Motion to Transfer the lawsuit to the District of Delaware, which the Court granted on March 29, 2024, and the Court transferred the lawsuit to the District of Delaware on the same day. Elaine Wang, et al. v. deSouza, et al. and Michael Warner, et al. v. deSouza, et al. were voluntarily dismissed on April 29, 2024, and May 1, 2024, respectively. On May 1, 2024, Michael Warner sent a litigation demand to our Board of Directors requesting that a civil action for monetary damages be brought by the Board of Directors on behalf of Illumina against officers and directors involved with the GRAIL acquisition. On July 30, 2024, the Board unanimously determined that it was in the best interest of the Company and its shareholders to defer a final decision on the demand given, among other things, the pending stockholder lawsuits described herein and the similarity of issues raised in the demand and those lawsuits. Our Board will monitor the stockholder lawsuits and revisit the demand as warranted as the lawsuits progress. On June 3, 2024, Elaine Wang made requests to inspect certain books and records under Delaware law and the Company sent a production of documents in response to that demand. On August 21, 2024, an additional stockholder, Jane Davidson, sent a litigation demand to our Board of Directors requesting that a civil action for breaches of fiduciary duty, indemnification, contribution and other appropriate claims be brought by the Board of Directors on behalf of Illumina against officers and directors involved with the GRAIL acquisition. On October 29, 2024, the Board unanimously determined that it was in the best interest of the Company and its shareholders to defer a final decision on the demand given, among other things, the pending stockholder lawsuits described herein and the similarity of issues raised in the demand and those lawsuits. Our Board will monitor the stockholder lawsuits and revisit the demand as warranted as the lawsuits progress. Securities Class Actions Federal Securities Class Actions. On November 11, 2023, the first of three securities class action complaints was filed against Illumina and certain of its current and former executive officers in the United States District Court for the Southern District of California. The first-filed case is captioned Kangas v. Illumina, Inc. et al ., the second-filed case is captioned Roy v. Illumina, Inc. et al., and the third-filed case is captioned Louisiana Sheriffs’ Pension & Relief Fund v. Illumina, Inc. et al. (collectively, the Actions). The complaints generally allege, among other things, that defendants made materially false and misleading statements and omitted material facts relating to Illumina’s acquisition of Grail. The complaints seek unspecified damages, interest, fees, and costs. On January 9, 2024, four movants filed motions to consolidate the Actions and to appoint a lead plaintiff (Lead Plaintiff Motions). On April 11, 2024, the Court issued an order consolidating the Actions into a single action (captioned in re Illumina, Inc. Securities Litigation No. 23-cv-2082-LL-MMP), and appointed Universal-Investment-Gesellschaft mbH, UI BVK Kapitalverwaltungsgesellschaft mbH, and ACATIS Investment Kapitalverwaltungsgesellschaft mbH as lead plaintiffs (the Lead Plaintiffs). On June 21, 2024, the Lead Plaintiffs filed their consolidated amended complaint. The complaint alleges that Illumina and GRAIL and certain of their current and former directors and officers violated Sections 10(b) and 20(a) of the Securities Exchange Act and SEC Rule 10b-5 in connection with Illumina’s acquisition of GRAIL. On September 13, 2024, the Lead Plaintiffs filed a second amended consolidated complaint. Illumina’s response is due November 12, 2024. State Securities Class Actions . On February 2, 2024, the first of two additional securities class actions was filed against Illumina, certain of its officers and directors, and several other individuals and entities in the Superior Court of the State of California, County of San Mateo, captioned Loren Scott Mar v. Illumina, et al. and Scott Zerzanek v. Illumina, Inc. et al .. Both complaints generally allege, among other things, that defendants made materially false and misleading statements and omitted material facts in the November 2020 and February 2021 registration statements and prospectus relating to Illumina’s acquisition of Grail. The complaints seek unspecified damages, interest, fees, and costs. On March 29, 2024, the parties to the actions filed a Joint Stipulation to Consolidate the actions and to appoint co-lead counsel for plaintiffs, which the Court granted on April 5, 2024. On August 12, 2024, the Plaintiffs filed their consolidated complaint. On September 6, 2024, Illumina and the other named defendants filed a motion to stay the litigation. On October 4, 2024, the plaintiffs opposed the motion to stay. A hearing on the motion to stay is scheduled for December 6, 2024. In light of the fact that the lawsuits are in an early stage, we cannot predict the ultimate outcome of the suits. We deny the allegations in the complaints and intend to vigorously defend the litigation. DOJ Civil Investigative Demand On January 18, 2024, we received a civil investigative demand (CID) from the U.S. Department of Justice, requiring production of certain documents and information in the course of a False Claims Act investigation to determine whether there is or has been a violation of 31 U.S.C. § 3729. The False Claims Act investigation concerns allegations that the Company caused the submission of false claims to Medicare and other federal government programs because it misrepresented its compliance with cybersecurity requirements to the Food and Drug Administration and other federal agencies that purchase its devices. The Company is cooperating with the government. Books and Records Action On February 14, 2024, a stockholder filed a complaint in the Delaware Court of Chancery captioned Pavers and Road Builders Benefit Funds v. Illumina, Inc. seeking to inspect certain books and records related to the GRAIL transaction, including certain materials and minutes from meetings of our Board of Directors, which have been withheld because the Company contends they are non-responsive to the request or subject to the attorney-client privilege. Illumina previously provided documents to the stockholder in response to a demand made by letter under Delaware law, but the stockholder seeks additional and unredacted materials through this action. On March 11, 2024, Illumina filed an answer to the complaint, denying that the stockholder was entitled to inspection. We deny that the stockholder is entitled to review the documents and intend to vigorously defend the litigation. The trial took place on June 7, 2024. On July 16, 2024, the Court issued a decision requiring the Company to produce certain additional documents to plaintiff. On July 26, 2024, the stockholder filed a motion seeking in camera review of certain documents that the Company maintains are not subject to the Court’s July 16, 2024 order to produce documents. The Court granted the motion on August 19, 2024, and the Company filed the documents for in camera review on August 29, 2024. On October 7, 2024, the Court ruled that the Company need not produce the documents subject to the motion for in camera review because they are privileged under the attorney opinion work product doctrine.

INCOME TAXES

INCOME TAXES	9 Months Ended
	Sep. 29, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	9. 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 (loss) before income taxes and taxable income. Our effective tax rates for Q3 2024 and YTD 2024 were 2.1% and (3.2)%, respectively, compared to 3.6% and (3.8)% in Q3 2023 and YTD 2023, respectively. The variance from the U.S. federal statutory tax rate of 21% for Q3 2024 was primarily because of the $25 million income tax expense impact of GRAIL pre-acquisition net operating losses on GILTI, the utilization of U.S. foreign tax credits, and the Pillar Two global minimum top-up tax, respectively, and the $10 million income tax expense impact of capitalizing research and development expenses for tax purposes. The variance from the U.S. federal statutory tax rate of 21% for YTD 2024 was primarily because of the $308 million income tax expense impact from the impairment of goodwill, which is nondeductible for tax purposes, $141 million income tax expense impact of GRAIL pre-acquisition net operating losses on GILTI, the utilization of U.S. foreign tax credits, and the Pillar Two global minimum top-up tax, and the $53 million income tax expense impact of capitalizing research and development expenses for tax purposes. The income tax rate in Q3 2024 and YTD 2024 was favorably impacted by the reversal of the European Commission fine related to the GRAIL acquisition, which is excluded from taxable income, and by the mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore. As of September 29, 2024 and December 31, 2023, prepaid income taxes, included within prepaid expenses and other current assets on the condensed consolidated balance sheets, were $16 million and $75 million, respectively.

SEGMENT INFORMATION

SEGMENT INFORMATION	9 Months Ended
	Sep. 29, 2024
Segment Reporting [Abstract]
SEGMENT INFORMATION	10. SEGMENT INFORMATION 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. Our CODM does not evaluate our operating segments using discrete asset information. We do not allocate expenses between segments. 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. Core Illumina sells products and provides services to GRAIL, and vice versa, in accordance with contractual agreements between the entities. GRAIL: GRAIL is a healthcare company focused on early detection of multiple cancers. We completed the Spin-Off of GRAIL on June 24, 2024. Refer to note 2. GRAIL Spin-Off for additional details. In millions Q3 2024 Q3 2023 YTD 2024 YTD 2023 Revenue: Core Illumina $ 1,080 $ 1,106 $ 3,228 $ 3,341 GRAIL — 21 55 62 Eliminations — (8) (15) (21) Consolidated revenue $ 1,080 $ 1,119 $ 3,268 $ 3,382 Income (loss) from operations: Core Illumina $ 741 $ 262 $ 1,298 $ 519 GRAIL — (1,015) (2,305) (1,424) Eliminations — (1) (1) — Consolidated income (loss) from operations $ 741 $ (754) $ (1,008) $ (905) Total other expense, net primarily relates to Core Illumina, and we do not allocate income taxes to our segments.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended							9 Months Ended
	Sep. 29, 2024	Jun. 30, 2024	Mar. 31, 2024	Dec. 31, 2023	Oct. 01, 2023	Jul. 02, 2023	Apr. 02, 2023	Sep. 29, 2024	Oct. 01, 2023
Pay vs Performance Disclosure
Net income (loss)	$ 705	$ (1,988)	$ (126)	$ (176)	$ (754)	$ (234)	$ 3	$ (1,410)	$ (986)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 29, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

ORGANIZATION AND SIGNIFICANT _2

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 29, 2024
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 2024 and Q3 2023 refer to the three months ended September 29, 2024 and October 1, 2023, respectively, which were both 13 weeks, and references to year-to-date (YTD) 2024 and 2023 refer to the nine months ended September 29, 2024 and October 1, 2023, respectively, which were both 39 weeks.
Accounting Pronouncements Pending Adoption	In December 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures . The new standard requires a company to disclose incremental segment information on an annual and interim basis, including significant segment expenses and measures of profit or loss that are regularly provided to the chief operating decision maker (CODM). The standard is effective for us beginning in fiscal year 2024 and interim periods within fiscal year 2025, with early adoption permitted. We do not expect to early adopt the new standard. We are currently evaluating the impact of ASU 2023-07 on the consolidated financial statements and related disclosures and will adopt the new standard using a retrospective approach. In December 2023, the FASB also issued ASU 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures . The new standard requires a company to expand its existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid. The standard is effective for us beginning in fiscal year 2025, with early adoption permitted. We do not expect to early adopt the new standard. The new standard is expected to be applied prospectively, but retrospective application is permitted. We are currently evaluating the impact of ASU 2023-09 on the consolidated financial statements and related disclosures.
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. In loss periods, basic and diluted loss per share are identical since the effect of potentially dilutive common shares is antidilutive and therefore excluded. 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.
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
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.

ORGANIZATION AND SIGNIFICANT _3

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 29, 2024
Accounting Policies [Abstract]
Schedule of Calculation of Weighted Average Shares Used to Calculate Basic and Diluted earnings (loss) Per Share	The weighted average shares used to calculate basic and diluted earnings (loss) per share were as follows: In millions Q3 2024 Q3 2023 YTD 2024 YTD 2023 Weighted average shares outstanding 159 158 159 158 Effect of potentially dilutive common shares from: Equity awards 1 — — — Weighted average shares used in calculating diluted earnings (loss) per share 160 158 159 158 Antidilutive shares: Equity awards 2 3 4 3 Convertible senior notes — 1 — 1 Potentially dilutive shares excluded from calculation due to antidilutive effect 2 4 4 4

GRAIL SPIN-OFF (Tables)

GRAIL SPIN-OFF (Tables)	9 Months Ended
	Sep. 29, 2024
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Assets and Liabilities Included as Part of the Disposal Group	The carrying amounts of GRAIL’s assets and liabilities included as part of the disposal group were as follows: In millions Cash and cash equivalents $ 968 Accounts receivable, net 13 Inventory, net 22 Prepaid expenses and other current assets 27 Property and equipment, net 80 Operating lease right-of-use assets 74 Intangible assets, net 2,201 Other assets 14 Accounts payable (12) Accrued liabilities (118) Operating lease liabilities (62) Other long term-liabilities (469) GRAIL net assets $ 2,738 Amount of GRAIL net assets recorded to short-term investments $ 397 Amount of GRAIL net assets recorded to additional paid-in capital $ 2,341 Additional adjustments recorded to additional paid-in capital as a result of the GRAIL Spin-Off: Non-contingent indemnification liability (see Note 6 ) 1 Tax adjustment for difference between the book and tax values of our retained investment in GRAIL 57 Total recorded to additional paid-in capital as a result of the GRAIL Spin-Off $ 2,399

REVENUE (Tables)

REVENUE (Tables)	9 Months Ended
	Sep. 29, 2024
Revenue from Contract with Customer [Abstract]
Schedule of Disaggregation of Revenue	Revenue by Source Q3 2024 Q3 2023 In millions Sequencing Microarray Total Sequencing Microarray Total Consumables $ 741 $ 66 $ 807 $ 689 $ 71 $ 760 Instruments 104 3 107 178 3 181 Total product revenue 845 69 914 867 74 941 Service and other revenue 150 16 166 162 16 178 Total revenue $ 995 $ 85 $ 1,080 $ 1,029 $ 90 $ 1,119 YTD 2024 YTD 2023 In millions Sequencing Microarray Total Sequencing Microarray Total Consumables $ 2,160 $ 216 $ 2,376 $ 2,108 $ 219 $ 2,327 Instruments 330 12 342 524 13 537 Total product revenue 2,490 228 2,718 2,632 232 2,864 Service and other revenue 499 51 550 456 62 518 Total revenue $ 2,989 $ 279 $ 3,268 $ 3,088 $ 294 $ 3,382 Revenue by Geographic Area Based on region of destination (in millions) Q3 2024 Q3 2023 YTD 2024 YTD 2023 Americas $ 609 $ 663 $ 1,852 $ 1,920 Europe 291 260 859 825 Greater China (1) 75 98 228 302 Asia-Pacific, Middle East, and Africa (2) 105 98 329 335 Total revenue $ 1,080 $ 1,119 $ 3,268 $ 3,382 _____________ (1) Region includes revenue from China, Taiwan, and Hong Kong. (2) Region includes revenue from Russia and Turkey.

INVESTMENTS AND FAIR VALUE ME_2

INVESTMENTS AND FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 29, 2024
Fair Value Disclosures [Abstract]
Schedule of Marketable Securities	Gains and (losses) recognized in other income (expense), net on marketable equity securities were as follows: In millions Q3 2024 Q3 2023 YTD 2024 YTD 2023 Net losses recognized during the period on marketable equity securities $ (4) $ — $ (333) $ (2) Less: Net losses recognized during the period on marketable equity securities sold during the period — — — (2) Net unrealized losses recognized during the period on marketable equity securities still held at the reporting date $ (4) $ — $ (333) $ —
Schedule of Other Commitments	Our commitments to the Funds are as follows: $ in millions Capital commitments Callable through date Remaining callable as of September 29, 2024 (1) Fund I $ 100 April 2026 $ 3 Fund II $ 150 July 2029 $ 49 Fund III $ 60 December 2034 $ 47 _____________ (1) Fund I also had recallable distributions of approximately $10 million.
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: September 29, 2024 December 31, 2023 In millions Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (cash equivalents) $ 674 $ — $ — $ 674 $ 774 $ — $ — $ 774 Marketable equity securities 70 — — 70 6 — — 6 Helix contingent value right — — — — — — 68 68 Deferred compensation plan assets — 70 — 70 — 61 — 61 Total assets measured at fair value $ 744 $ 70 $ — $ 814 $ 780 $ 61 $ 68 $ 909 Liabilities: Contingent consideration liabilities $ — $ — $ 84 $ 84 $ — $ — $ 387 $ 387 Deferred compensation plan liability — 64 — 64 — 59 — 59 Total liabilities measured at fair value $ — $ 64 $ 84 $ 148 $ — $ 59 $ 387 $ 446
Schedule of Changes in Estimated Fair Value of Acquisition Related Contingent Consideration Liabilities	Changes in the Helix contingent value right during YTD 2024 were as follows: In millions Balance as of December 31, 2023 (included in other assets) $ 68 Change in estimated fair value 15 Cash received to settle (83) Balance as of September 29, 2024 $ — Changes in the estimated fair value of our contingent consideration liabilities during YTD 2024 were as follows: In millions Balance as of December 31, 2023 $ 387 Acquisition 2 Change in estimated fair value (304) Cash payments (1) Balance as of September 29, 2024 $ 84

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 29, 2024
Debt Disclosure [Abstract]
Schedule of Debt Obligations	Summary of Term Debt Obligations In millions September 29, December 31, Principal amount of 2025 Term Notes outstanding $ 500 $ 500 Principal amount of 2026 Term Notes outstanding 500 — Principal amount of 2027 Term Notes outstanding 500 500 Principal amount of 2031 Term Notes outstanding 500 500 Unamortized discounts and debt issuance costs (12) (11) Net carrying amount of term debt, non-current $ 1,988 $ 1,489 Fair value of term debt outstanding (Level 2) $ 1,966 $ 1,440

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 29, 2024
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 December 31, 2023 2,198 — $ 236.32 $ — Awarded 2,753 647 $ 133.60 $ 159.36 Unvested adjustment for GRAIL Spin-Off 107 12 $ — $ — Vested (83) — $ 258.43 $ — Cancelled (352) (39) $ 201.11 $ 167.68 Outstanding at September 29, 2024 4,623 620 $ 172.30 $ 159.72 _____________ (1) We issue PSU for which the number of shares issuable is based on our performance relative to specified earnings per share targets (EPS PSU) and PSU with a market condition that vest based on the Company’s relative total shareholder return as compared to a peer group of companies (rTSR PSU). In Q1 2024, we began to issue PSU for which the number of shares issuable is based on our performance relative to specified operating margin targets (OM PSU). For EPS and OM PSU, the number of units reflect the estimated number of shares to be issued at the end of the performance period. For rTSR PSU, the number of units reflect the estimated number of shares to be issued based on performance as of the current reporting 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 December 31, 2023 2,198 — $ 236.32 $ — Awarded 2,753 647 $ 133.60 $ 159.36 Unvested adjustment for GRAIL Spin-Off 107 12 $ — $ — Vested (83) — $ 258.43 $ — Cancelled (352) (39) $ 201.11 $ 167.68 Outstanding at September 29, 2024 4,623 620 $ 172.30 $ 159.72 _____________ (1) We issue PSU for which the number of shares issuable is based on our performance relative to specified earnings per share targets (EPS PSU) and PSU with a market condition that vest based on the Company’s relative total shareholder return as compared to a peer group of companies (rTSR PSU). In Q1 2024, we began to issue PSU for which the number of shares issuable is based on our performance relative to specified operating margin targets (OM PSU). For EPS and OM PSU, the number of units reflect the estimated number of shares to be issued at the end of the performance period. For rTSR PSU, the number of units reflect the estimated number of shares to be issued based on performance as of the current reporting 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 Options (1) Weighted-Average Outstanding at December 31, 2023 35 $ 330.25 16 $ 87.74 Cancelled (35) $ 330.25 (16) $ 87.74 Outstanding at September 29, 2024 — $ — — $ — _____________ (1)
Schedule of Share-based Payment Arrangement, Liability - Classified Awards, Activity	Cash-based equity incentive award activity was as follows: In millions Outstanding at December 31, 2023 $ 292 Granted 67 Vested and paid in cash (54) Cancelled (13) Change in fair value (9) Derecognition for GRAIL Spin-Off (1) (283) Outstanding at September 29, 2024 $ — _____________ (1) The estimated liability immediately prior to the Spin-Off, recorded in accrued liabilities, was $53 million, which was disposed of as part of GRAIL’s net assets. See note 2. GRAIL Spin-Off for additional details.
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 2024 were as follows: Risk-free interest rate 4.35% - 5.54% Expected volatility 41% - 49% Expected term 0.5 - 1.1 year Expected dividends 0 % Weighted-average grant-date fair value per share $ 37.24
Schedule of Share Repurchase Activity	Share repurchase activity during Q3 2024 was as follows: In millions, except shares in thousands Number of shares repurchased 770 Total cost of shares repurchased (1) $ 99 _____________ (1) Total cost of shares repurchased includes the 1% excise tax imposed as part of the Inflation Reduction Act of 2022, which is calculated based on share repurchases, net of certain share issuances, and was immaterial for Q3 2024.
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 2024 Q3 2023 YTD 2024 YTD 2023 Cost of product revenue $ 7 $ 7 $ 19 $ 22 Cost of service and other revenue 1 2 5 5 Research and development 33 36 115 117 Selling, general and administrative 43 41 152 142 Share-based compensation expense, before taxes 84 86 291 286 Related income tax benefits (18) (19) (66) (65) Share-based compensation expense, net of taxes $ 66 $ 67 $ 225 $ 221

SUPPLEMENTAL BALANCE SHEET DE_2

SUPPLEMENTAL BALANCE SHEET DETAILS (Tables)	9 Months Ended
	Sep. 29, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Accounts Receivable	Accounts Receivable In millions September 29, December 31, Trade accounts receivable, gross $ 710 $ 741 Allowance for credit losses (11) (7) Total accounts receivable, net $ 699 $ 734
Schedule of Inventory	Inventory In millions September 29, December 31, Raw materials $ 238 $ 276 Work in process 419 402 Finished goods 37 30 Inventory, gross 694 708 Inventory reserve (120) (121) Total inventory, net $ 574 $ 587
Schedule of Accrued Liabilities	Accrued Liabilities In millions September 29, December 31, Legal contingencies (1) $ 1 $ 484 Contract liabilities, current portion 235 252 Accrued compensation expenses 237 223 Accrued taxes payable 127 79 Operating lease liabilities, current portion 73 86 Liability-classified equity incentive awards — 55 Other, including warranties (2) 111 146 Total accrued liabilities $ 784 $ 1,325 _____________ (1) See note 8. 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 2024 Q3 2023 YTD 2024 YTD 2023 Balance at beginning of period $ 17 $ 20 $ 21 $ 18 Additions charged to cost of product revenue 8 10 30 30 Repairs and replacements (9) (11) (35) (29) Balance at end of period $ 16 $ 19 $ 16 $ 19
Schedule Of Restructuring and Related Costs	A summary of the pre-tax restructuring charges are as follows: In millions Q3 2024 Q3 2023 YTD 2024 YTD 2023 Cumulative charges recorded since inception Employee separation costs $ 6 $ 7 $ 13 $ 33 $ 61 Asset impairment charges (1) — 49 32 56 132 Other costs — 2 1 2 5 Total restructuring charges (2) $ 6 $ 58 $ 46 $ 91 $ 198 _____________ (1) For YTD 2024, charges primarily relate to impairment of right-of-use assets and leasehold improvements for our Foster City campus. For YTD 2023, charges primarily relate to impairment of right-of-use assets and leasehold improvements for our i3 campus. (2) For Q3 2024, $5 million was recorded in SG&A expense and $1 million in R&D expense. For YTD 2024, $43 million was recorded in SG&A expense, $2 million in R&D expense, and remainder in cost of revenue. For Q3 2023, $55 million was recorded in SG&A expense, $2 million in R&D expense, and remainder in cost of revenue. For YTD 2023, $74 million was recorded in SG&A expense, $13 million in R&D expense, and remainder in cost of revenue. A summary of the restructuring liability is as follows: In millions Employee Separation Costs (1) Other Costs Total Amount recorded in accrued liabilities as of December 31, 2023 $ 17 $ 1 $ 18 Additional expense recorded 13 1 14 Cash payments (22) (2) (24) Adjustments to accrual (2) — (2) Amount recorded in accrued liabilities as of September 29, 2024 $ 6 $ — $ 6 _____________ (1) It is expected that substantially all of the employee separation related charges will be paid by the end of Q4 2024 .
Schedule of Goodwill	Changes to goodwill during YTD 2024 were as follows: In millions Balance as of December 31, 2023 (1) $ 2,545 Acquisition 34 Impairment (1,466) Balance as of September 29, 2024 $ 1,113 _____________ (1) The balance as of December 31, 2023 includes accumulated impairment of $4,626 million related to our GRAIL reporting unit.
Schedule of Finite-Lived Intangible Assets	The following is a summary of our identifiable intangible assets: September 29, 2024 December 31, 2023 In millions Gross Accumulated Intangible Assets, Gross Accumulated Impairment Intangible Assets, Developed technologies $ 465 $ (296) $ 169 $ 2,807 $ (585) $ — $ 2,222 Licensed technologies 227 (107) 120 274 (133) — 141 Trade name 2 (2) — 43 (14) — 29 Customer relationships 16 (14) 2 14 (13) — 1 License agreements 19 (13) 6 14 (13) — 1 Database 12 (4) 8 12 (3) — 9 Total finite-lived intangible assets, net 741 (436) 305 3,164 (761) — 2,403 In-process research and development (IPR&D) — — — 705 — (115) 590 Total intangible assets, net $ 741 $ (436) $ 305 $ 3,869 $ (761) $ (115) $ 2,993
Schedule of Indefinite-Lived Intangible Assets	The following is a summary of our identifiable intangible assets: September 29, 2024 December 31, 2023 In millions Gross Accumulated Intangible Assets, Gross Accumulated Impairment Intangible Assets, Developed technologies $ 465 $ (296) $ 169 $ 2,807 $ (585) $ — $ 2,222 Licensed technologies 227 (107) 120 274 (133) — 141 Trade name 2 (2) — 43 (14) — 29 Customer relationships 16 (14) 2 14 (13) — 1 License agreements 19 (13) 6 14 (13) — 1 Database 12 (4) 8 12 (3) — 9 Total finite-lived intangible assets, net 741 (436) 305 3,164 (761) — 2,403 In-process research and development (IPR&D) — — — 705 — (115) 590 Total intangible assets, net $ 741 $ (436) $ 305 $ 3,869 $ (761) $ (115) $ 2,993
Schedule of Estimated Annual Amortization of Finite-lived Intangible Assets	The estimated future annual amortization of finite-lived intangible assets is shown in the following table. Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors. In millions Estimated Annual Amortization 2024 (remainder of year) $ 17 2025 68 2026 56 2027 54 2028 52 Thereafter 58 Total $ 305

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	9 Months Ended
	Sep. 29, 2024
Segment Reporting [Abstract]
Schedule of Operating Performance and Assets by Segment	We completed the Spin-Off of GRAIL on June 24, 2024. Refer to note 2. GRAIL Spin-Off for additional details. In millions Q3 2024 Q3 2023 YTD 2024 YTD 2023 Revenue: Core Illumina $ 1,080 $ 1,106 $ 3,228 $ 3,341 GRAIL — 21 55 62 Eliminations — (8) (15) (21) Consolidated revenue $ 1,080 $ 1,119 $ 3,268 $ 3,382 Income (loss) from operations: Core Illumina $ 741 $ 262 $ 1,298 $ 519 GRAIL — (1,015) (2,305) (1,424) Eliminations — (1) (1) — Consolidated income (loss) from operations $ 741 $ (754) $ (1,008) $ (905)

ORGANIZATION AND SIGNIFICANT _4

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - Spinoff - GRAIL	Jun. 24, 2024 shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Number of shares issued in transaction	26,547,021
Percent of interest disposed	85.50%
Discontinued operation, equity method investment retained after disposal, ownership interest after disposal	14.50%

ORGANIZATION AND SIGNIFICANT _5

ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES - Calculation of Weighted Average Shares Used to Calculate Basic and Diluted Net Loss Per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Weighted average shares used to calculate basic and diluted earnings per share
Weighted average shares used in calculating basic earnings (loss) per share (in shares)	159,000,000	158,000,000	159,000,000	158,000,000
Convertible senior notes (in shares)	1,000,000	0	0	0
Weighted average shares used in calculating diluted earnings (loss) per share (in shares)	160,000,000	158,000,000	159,000,000	158,000,000
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares excluded from calculation due to antidilutive effect (in shares)	2,000,000	4,000,000	4,000,000	4,000,000
Equity awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares excluded from calculation due to antidilutive effect (in shares)	2,000,000	3,000,000	4,000,000	3,000,000
Convertible senior notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive shares excluded from calculation due to antidilutive effect (in shares)	0	1,000,000	0	1,000,000

GRAIL SPIN-OFF - Narrative (Det

GRAIL SPIN-OFF - Narrative (Details) - Spinoff - GRAIL - USD ($) $ in Millions		9 Months Ended
	Jun. 24, 2024	Sep. 29, 2024
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of shares issued in transaction	26,547,021
Percent of interest disposed	85.50%
Number of parent shares converted into one share of spin-off (in shares)	6
Discontinued operation, equity method investment retained after disposal, ownership interest after disposal	14.50%
Period of continuing involvement after disposal	2 years 6 months	2 years 6 months
Amount of continuing cash flows after disposal	$ 974
Separation-related transaction costs		$ 53

GRAIL SPIN-OFF - Assets and Lia

GRAIL SPIN-OFF - Assets and Liabilities Included as Part of the Disposal Group (Details) - GRAIL - Spinoff - USD ($) $ in Millions	Jun. 24, 2024	Sep. 29, 2024
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents	$ 968
Accounts receivable, net	13
Inventory, net	22
Prepaid expenses and other current assets	27
Property and equipment, net	80
Operating lease right-of-use assets	74
Intangible assets, net	2,201
Other assets	14
Accounts payable	(12)
Accrued liabilities	(118)
Operating lease liabilities	(62)
Other long term-liabilities	(469)
GRAIL net assets	2,738
Additional adjustments recorded to additional paid-in capital as a result of the GRAIL Spin-Off:
Non-contingent indemnification liability (see Note 6)		$ 1
Tax adjustment for difference between the book and tax values of our retained investment in GRAIL	57
Total recorded to additional paid-in capital as a result of the GRAIL Spin-Off	2,399
Short-Term Investments
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
GRAIL net assets	397
Additional Paid-in Capital
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
GRAIL net assets	$ 2,341

REVENUE - Disaggregation of Rev

REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Disaggregation of Revenue [Line Items]
Consolidated revenue	$ 1,080	$ 1,119	$ 3,268	$ 3,382
Americas
Disaggregation of Revenue [Line Items]
Consolidated revenue	609	663	1,852	1,920
Europe
Disaggregation of Revenue [Line Items]
Consolidated revenue	291	260	859	825
Greater China
Disaggregation of Revenue [Line Items]
Consolidated revenue	75	98	228	302
Asia-Pacific, Middle East, and Africa
Disaggregation of Revenue [Line Items]
Consolidated revenue	105	98	329	335
Total product revenue
Disaggregation of Revenue [Line Items]
Consolidated revenue	914	941	2,718	2,864
Consumables
Disaggregation of Revenue [Line Items]
Consolidated revenue	807	760	2,376	2,327
Instruments
Disaggregation of Revenue [Line Items]
Consolidated revenue	107	181	342	537
Service and other revenue
Disaggregation of Revenue [Line Items]
Consolidated revenue	166	178	550	518
Sequencing
Disaggregation of Revenue [Line Items]
Consolidated revenue	995	1,029	2,989	3,088
Sequencing | Total product revenue
Disaggregation of Revenue [Line Items]
Consolidated revenue	845	867	2,490	2,632
Sequencing | Consumables
Disaggregation of Revenue [Line Items]
Consolidated revenue	741	689	2,160	2,108
Sequencing | Instruments
Disaggregation of Revenue [Line Items]
Consolidated revenue	104	178	330	524
Sequencing | Service and other revenue
Disaggregation of Revenue [Line Items]
Consolidated revenue	150	162	499	456
Microarray
Disaggregation of Revenue [Line Items]
Consolidated revenue	85	90	279	294
Microarray | Total product revenue
Disaggregation of Revenue [Line Items]
Consolidated revenue	69	74	228	232
Microarray | Consumables
Disaggregation of Revenue [Line Items]
Consolidated revenue	66	71	216	219
Microarray | Instruments
Disaggregation of Revenue [Line Items]
Consolidated revenue	3	3	12	13
Microarray | Service and other revenue
Disaggregation of Revenue [Line Items]
Consolidated revenue	$ 16	$ 16	$ 51	$ 62

REVENUE - Performance Obligatio

REVENUE - Performance Obligation (Details) $ in Millions	9 Months Ended
	Sep. 29, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 688
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Product or service delivery period	3 months
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Product or service delivery period	6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-09-30
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Percent of remaining performance obligation	82%
Expected timing of remaining performance obligation	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-02
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Percent of remaining performance obligation	13%
Expected timing of remaining performance obligation	12 months

REVENUE - Narrative (Details)

REVENUE - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 29, 2024	Sep. 29, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract asset	$ 16	$ 16	$ 18
Contract with customer, liability	293	293	329
Contract liabilities, current portion	235	235	$ 252
Revenue recognized	$ 48	$ 213

INVESTMENTS AND FAIR VALUE ME_3

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Narrative (Details) $ in Thousands			1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended	18 Months Ended
	Jul. 31, 2024 USD ($)	Jun. 24, 2024 USD ($)	Apr. 30, 2019	Sep. 29, 2024 USD ($) day	Oct. 01, 2023 USD ($)	Sep. 29, 2024 USD ($) day fund	Oct. 01, 2023 USD ($)	Oct. 01, 2023 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Schedule of Investments [Line Items]
Short-term investments				$ 70,000		$ 70,000				$ 6,000
Strategic equity investments, without readily determinable fair values				27,000		27,000				28,000
Total revenue				$ 1,080,000	$ 1,119,000	$ 3,268,000	$ 3,382,000
Contingent consideration asset settlement	$ 83,000
GRAIL
Schedule of Investments [Line Items]
Contingent value right, terms						12 years
Covered revenues of GRAIL, contingent consideration liability								$ 65,000	$ 89,000
Payment for contingent consideration						$ 836	609
GRAIL | Payment Rights Of One Billion, Each Twelve Years
Schedule of Investments [Line Items]
Contingent payment rights				2.50%		2.50%
Business acquisition, contingent value rights, revenue threshold						$ 1,000,000
GRAIL | Payment Rights Of Above One Billion, Each Twelve Years
Schedule of Investments [Line Items]
Business acquisition, contingent value rights, revenue threshold						$ 1,000,000
Contingent payment rights, second percentage				9%		9%
Helix Holdings I, LLC
Schedule of Investments [Line Items]
Contingent value right, terms			7 years
Investee
Schedule of Investments [Line Items]
Total revenue				$ 7,000	2,000	$ 13,000	68,000
Venture Capital Investment Fund (the Fund)
Schedule of Investments [Line Items]
Number of venture capital investment funds | fund						3
Amount of GRAIL net assets recorded to short-term investments				191,000		$ 191,000				168,000
Unrealized (loss) gain on investments				$ (6,000)	$ (19,000)	$ (3,000)	$ (33,000)
GRAIL | Revenue Risk Premium
Schedule of Investments [Line Items]
Revenue risk premium				0.18		0.18
GRAIL | Calculation Trailing Period
Schedule of Investments [Line Items]
Revenue risk premium | day				60		60
Spinoff | GRAIL
Schedule of Investments [Line Items]
GRAIL net assets		$ 2,738,000
Discontinued operation, equity method investment retained after disposal, ownership interest after disposal		14.50%
Discontinued operation, gain (loss) on disposal of discontinued operation, net of tax						$ (332,000)
Contingent consideration liability				$ 82,000		82,000				387,000
Contingent consideration, noncurrent				81,000		81,000				$ 385,000
Increase in 20% of revenue, increase in liability				21,000		21,000
Decrease in 20% of revenue, decrease in liability				(20,000)		(20,000)
Effect of change of additional 250 basis points, decrease in liability				(15,000)		(15,000)
Effect of change of additional 250 basis points, increase in liability				$ 16,000		$ 16,000
Short-Term Investments | Spinoff | GRAIL
Schedule of Investments [Line Items]
GRAIL net assets		$ 397,000

INVESTMENTS AND FAIR VALUE ME_4

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Marketable Equity Securities (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Marketable Security, Gain (Loss) [Abstract]
Net losses recognized during the period on marketable equity securities	$ (4)	$ 0	$ (333)	$ (2)
Less: Net losses recognized during the period on marketable equity securities sold during the period	0	0	0	(2)
Net unrealized losses recognized during the period on marketable equity securities still held at the reporting date	$ (4)	$ 0	$ (333)	$ 0

INVESTMENTS AND FAIR VALUE ME_5

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Other Commitments (Details) $ in Millions	Sep. 29, 2024 USD ($)
Schedule of Investments [Line Items]
Recallable distributions	$ 10
Fund I
Schedule of Investments [Line Items]
Capital commitments	100
Remaining callable	3
Fund II
Schedule of Investments [Line Items]
Capital commitments	150
Remaining callable	49
Fund III
Schedule of Investments [Line Items]
Capital commitments	60
Remaining callable	$ 47

INVESTMENTS AND FAIR VALUE ME_6

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Fair Value Hierarchy of Assets and Liabilities (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Millions	Sep. 29, 2024	Dec. 31, 2023
Assets:
Money market funds (cash equivalents)	$ 674	$ 774
Marketable equity securities	70	6
Helix contingent value right	0	68
Deferred compensation plan assets	70	61
Total assets measured at fair value	814	909
Liabilities:
Contingent consideration liability	84	387
Deferred compensation plan liability	64	59
Total liabilities measured at fair value	148	446
Level 1
Assets:
Money market funds (cash equivalents)	674	774
Marketable equity securities	70	6
Helix contingent value right	0	0
Deferred compensation plan assets	0	0
Total assets measured at fair value	744	780
Liabilities:
Contingent consideration liability	0	0
Deferred compensation plan liability	0	0
Total liabilities measured at fair value	0	0
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	70	61
Total assets measured at fair value	70	61
Liabilities:
Contingent consideration liability	0	0
Deferred compensation plan liability	64	59
Total liabilities measured at fair value	64	59
Level 3
Assets:
Money market funds (cash equivalents)	0	0
Marketable equity securities	0	0
Helix contingent value right	0	68
Deferred compensation plan assets	0	0
Total assets measured at fair value	0	68
Liabilities:
Contingent consideration liability	84	387
Deferred compensation plan liability	0	0
Total liabilities measured at fair value	$ 84	$ 387

INVESTMENTS AND FAIR VALUE ME_7

INVESTMENTS AND FAIR VALUE MEASUREMENTS - Changes in Estimated Fair Value of Acquisition (Details) - USD ($) $ in Millions		9 Months Ended
	Jul. 31, 2024	Sep. 29, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Cash received to settle	$ (83)
Helix Contingent Consideration
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of December 31, 2023 (included in other assets)		$ 68
Change in estimated fair value		15
Cash received to settle		(83)
Balance as of September 29, 2024		$ 0

INVESTMENTS AND FAIR VALUE ME_8

INVESTMENTS AND FAIR VALUE MEASUREMENTS- Contingent Consideration Liabilities (Details) - Business Combination Contingent Consideration Liability $ in Millions	9 Months Ended
	Sep. 29, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance as of December 31, 2023	$ 387
Acquisition	2
Change in estimated fair value	(304)
Cash payments	(1)
Balance as of September 29, 2024	$ 84

DEBT - Term Debt Obligations (D

DEBT - Term Debt Obligations (Details) - Term Notes - USD ($)	Sep. 29, 2024	Sep. 09, 2024	Dec. 31, 2023	Dec. 31, 2022	Mar. 31, 2021
Debt Instrument [Line Items]
Unamortized discounts and debt issuance costs	$ (12,000,000)		$ (11,000,000)
Net carrying amount of term debt, non-current	1,988,000,000		1,489,000,000
Level 2
Debt Instrument [Line Items]
Fair value of term debt outstanding (Level 2)	1,966,000,000		1,440,000,000
2025 Term Notes
Debt Instrument [Line Items]
Principal amount outstanding	500,000,000		500,000,000	$ 500,000,000
2026 Term Notes
Debt Instrument [Line Items]
Principal amount outstanding	500,000,000	$ 500,000,000	0
2027 Term Notes
Debt Instrument [Line Items]
Principal amount outstanding	500,000,000		500,000,000	$ 500,000,000
2031 Term Notes
Debt Instrument [Line Items]
Principal amount outstanding	$ 500,000,000		$ 500,000,000		$ 500,000,000

DEBT - Narrative (Details)

DEBT - Narrative (Details)				3 Months Ended		9 Months Ended
	Sep. 09, 2024 USD ($)	Jun. 17, 2024 USD ($)	Jan. 04, 2023 USD ($) one_year_extension consecutive_fiscal_quarter	Sep. 29, 2024 USD ($)	Oct. 01, 2023 USD ($)	Sep. 29, 2024 USD ($)	Oct. 01, 2023 USD ($)	Jun. 20, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)
Term Notes
Debt Instrument [Line Items]
Interest expense recognized				$ 36,000,000	$ 18,000,000	$ 74,000,000	$ 55,000,000
Redemption price						100%
2026 Term Notes | Term Notes
Debt Instrument [Line Items]
Stated rate	4.65%			4.65%		4.65%
Principal amount outstanding	$ 500,000,000			$ 500,000,000		$ 500,000,000			$ 0
Proceeds from the issuance	497,000,000
2025 Term Notes | Term Notes
Debt Instrument [Line Items]
Stated rate										5.80%
Principal amount outstanding				500,000,000		500,000,000			500,000,000	$ 500,000,000
2027 Term Notes | Term Notes
Debt Instrument [Line Items]
Stated rate										5.75%
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											2.55%
Principal amount outstanding				500,000,000		$ 500,000,000			$ 500,000,000		$ 500,000,000
Delayed Draw Credit Facility | Term Notes
Debt Instrument [Line Items]
Stated rate		6.70%
Principal amount outstanding		$ 750,000,000						$ 750,000,000
Debt instrument term		364 days
Repayments of long-term debt	$ 761,000,000
Loss on extinguishment of debt				$ 5,000,000
Revolving Credit Agreement | Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 750,000,000
Revolving Credit Agreement | Line of Credit | Swingline Borrowings
Debt Instrument [Line Items]
Debt instrument term			5 years
Maximum borrowing capacity			$ 40,000,000
Number of one year extension, credit facility | one_year_extension			2
One year extension, credit facility			1 year
Revolving Credit Agreement | Line of Credit | Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity			$ 50,000,000
Revolving Credit Agreement | Unsecured Debt
Debt Instrument [Line Items]
Credit spread adjustment rate			0.10%
Debt instrument, face amount, optional increase in additional borrowings			$ 250,000,000
Number of consecutive fiscal quarters, minimum debt to EBITDA ratio | consecutive_fiscal_quarter			4
Debt instrument, covenant, minimum debt to EBITDA ratio			3.50
Debt instrument, covenant, minimum debt to EBITDA ratio upon consummation of acquisition			4
Number of consecutive fiscal quarters, minimum debt to EBITDA ratio upon consummation of acquisition | consecutive_fiscal_quarter			3

STOCKHOLDERS_ EQUITY - Narrativ

STOCKHOLDERS’ EQUITY - Narrative (Details) - 2015 Stock Plan shares in Thousands	9 Months Ended
	Sep. 29, 2024 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for issuance (in shares)	5,400
Shares reserved for issuance period increase (in shares)	160

STOCKHOLDERS_ EQUITY - Restrict

STOCKHOLDERS’ EQUITY - Restricted Stock Activity and Related Information (Details) shares in Thousands	9 Months Ended
	Sep. 29, 2024 $ / shares shares
Restricted Stock Units (RSUs)
Stock Units
Outstanding at period start (in shares) | shares	2,198,000
Awarded (in shares) | shares	2,753,000
Unvested adjustment (in shares) | shares	107,000
Vested (in shares) | shares	(83,000)
Cancelled (in shares) | shares	(352,000)
Outstanding at period end (in shares) | shares	4,623,000
Weighted-Average Grant Date Fair Value per Share
Outstanding at period start (in dollars per share) | $ / shares	$ 236.32
Awarded (in dollars per share) | $ / shares	133.60
Unvested adjustment (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	258.43
Cancelled (in dollars per share) | $ / shares	201.11
Outstanding at period end (in dollars per share) | $ / shares	$ 172.30
Performance Stock Units (PSU)
Stock Units
Outstanding at period start (in shares) | shares	0
Awarded (in shares) | shares	647
Unvested adjustment (in shares) | shares	12
Vested (in shares) | shares	0
Cancelled (in shares) | shares	(39)
Outstanding at period end (in shares) | shares	620
Weighted-Average Grant Date Fair Value per Share
Outstanding at period start (in dollars per share) | $ / shares	$ 0
Awarded (in dollars per share) | $ / shares	159.36
Unvested adjustment (in dollars per share) | $ / shares	0
Vested (in dollars per share) | $ / shares	0
Cancelled (in dollars per share) | $ / shares	167.68
Outstanding at period end (in dollars per share) | $ / shares	$ 159.72

STOCKHOLDERS_ EQUITY - Stock Op

STOCKHOLDERS’ EQUITY - Stock Option Activity Under all Stock Option Plans (Details) shares in Thousands	9 Months Ended
	Sep. 29, 2024 $ / shares shares
Options
Options
Outstanding at period start (in shares) | shares	35
Cancelled (in shares) | shares	(35)
Outstanding at period end (in shares) | shares	0
Weighted-Average Exercise Price
Outstanding at period start (in dollars per share) | $ / shares	$ 330.25
Cancelled (in dollars per share) | $ / shares	330.25
Outstanding at period end (in dollars per share) | $ / shares	$ 0
Performance Options
Options
Outstanding at period start (in shares) | shares	16
Cancelled (in shares) | shares	(16)
Outstanding at period end (in shares) | shares	0
Weighted-Average Exercise Price
Outstanding at period start (in dollars per share) | $ / shares	$ 87.74
Cancelled (in dollars per share) | $ / shares	87.74
Outstanding at period end (in dollars per share) | $ / shares	$ 0

STOCKHOLDERS_ EQUITY - Other Li

STOCKHOLDERS’ EQUITY - Other Liability - Classified Awards (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 29, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement By Share-Based Payment Award Liability-Classified Awards, Outstanding [Roll Forward]
Liability-classified equity incentive awards	$ 0	$ 55
Liability-Based Awards
Share-Based Compensation Arrangement By Share-Based Payment Award Liability-Classified Awards, Outstanding [Roll Forward]
Estimated liability, Beginning balance	292
Granted	67
Vested and paid in cash	(54)
Cancelled	(13)
Change in fair value	(9)
Derecognition for GRAIL Spin-Off	(283)
Estimated liability, Ending balance	0
Liability-classified equity incentive awards	$ 53

STOCKHOLDERS_ EQUITY - Narrat_2

STOCKHOLDERS’ EQUITY - Narrative - Other Liability - Classified Awards (Details) - USD ($) $ in Millions		3 Months Ended		9 Months Ended
	Jun. 24, 2024	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense before taxes		$ 84	$ 86	$ 291	$ 286
Spinoff | GRAIL
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Period of continuing involvement after disposal	2 years 6 months			2 years 6 months
Non-contingent indemnification liability		1		$ 1
Liability-Based Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense before taxes			$ 26	52	$ 72
Aggregated potential value		$ 78		$ 78

STOCKHOLDERS_ EQUITY - Narrat_3

STOCKHOLDERS’ EQUITY - Narrative - Employee Stock Purchase Plan (Details) - Employee Stock - ESPP shares in Millions	9 Months Ended
	Sep. 29, 2024 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	85%
Total shares issued under the ESPP (in shares)	0.5
Shares available for issuance (in shares)	12.4
Number of shares available for grant, period increase	0.5

STOCKHOLDERS_ EQUITY - Assumpti

STOCKHOLDERS’ EQUITY - Assumptions Used to Estimate the Weighted Average Fair Value Per Share (Details) - Employee Stock	9 Months Ended
	Sep. 29, 2024 $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk free interest rate minimum	4.35%
Risk free interest rate maximum	5.54%
Expected volatility, minimum	41%
Expected volatility, maximum	49%
Expected dividends	0%
Weighted-average fair value per share (in dollars per share)	$ 37.24
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	6 months
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term	1 year 1 month 6 days

STOCKHOLDERS_ EQUITY - Narrat_4

STOCKHOLDERS’ EQUITY - Narrative - Share Repurchases (Details) - USD ($) shares in Thousands	9 Months Ended
	Sep. 29, 2024	Aug. 31, 2024
Class of Stock [Line Items]
Repurchase of common stock additional shares (in shares)	770
Repurchase of common stock additional shares (in shares)	$ 99,000,000
Common Stock
Class of Stock [Line Items]
Outstanding common stock		$ 1,500,000,000
Repurchase of common stock	$ 1,400,000,000

STOCKHOLDERS_ EQUITY - Share Re

STOCKHOLDERS’ EQUITY - Share Repurchase Activity (Details) shares in Thousands, $ in Millions	9 Months Ended
	Sep. 29, 2024 USD ($) shares
Equity [Abstract]
Repurchase of common stock additional shares (in shares) | shares	770
Repurchase of common stock additional shares (in shares) | $	$ 99

STOCKHOLDERS_ EQUITY - Share-ba

STOCKHOLDERS’ EQUITY - Share-based Compensation Expense for all Stock Awards (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense before taxes	$ 84	$ 86	$ 291	$ 286
Related income tax benefits	(18)	(19)	(66)	(65)
Share-based compensation expense, net of taxes	66	67	225	221
Cost of product revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense before taxes	7	7	19	22
Cost of service and other revenue
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense before taxes	1	2	5	5
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense before taxes	33	36	115	117
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense before taxes	$ 43	$ 41	$ 152	$ 142

STOCKHOLDERS_ EQUITY - Narrat_5

STOCKHOLDERS’ EQUITY - Narrative - Share-Based Compensation (Details) $ in Millions	9 Months Ended
	Sep. 29, 2024 USD ($)
Equity [Abstract]
Unrecognized compensation cost	$ 655
Weighted-average period of unrecognized compensation cost	2 years 6 months

SUPPLEMENTAL BALANCE SHEET DE_3

SUPPLEMENTAL BALANCE SHEET DETAILS - Accounts Receivable (Details) - USD ($) $ in Millions	Sep. 29, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Trade accounts receivable, gross	$ 710	$ 741
Allowance for credit losses	(11)	(7)
Total accounts receivable, net	$ 699	$ 734

SUPPLEMENTAL BALANCE SHEET DE_4

SUPPLEMENTAL BALANCE SHEET DETAILS - Inventory (Details) - USD ($) $ in Millions	Sep. 29, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 238	$ 276
Work in process	419	402
Finished goods	37	30
Inventory, gross	694	708
Inventory reserve	(120)	(121)
Total inventory, net	$ 574	$ 587

SUPPLEMENTAL BALANCE SHEET DE_5

SUPPLEMENTAL BALANCE SHEET DETAILS - Accrued Liabilities (Details) - USD ($) $ in Millions	Sep. 29, 2024	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued interest	$ 1	$ 484
Contract liabilities, current portion	235	252
Accrued compensation expenses	237	223
Accrued taxes payable	127	79
Operating lease liabilities, current portion	73	86
Liability-classified equity incentive awards	0	55
Other, including warranties	111	146
Total accrued liabilities	$ 784	$ 1,325

SUPPLEMENTAL BALANCE SHEET DE_6

SUPPLEMENTAL BALANCE SHEET DETAILS - Changes in Reserve for Product Warranties (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Reserve for product warranties [Roll Forward]
Balance at beginning of period	$ 17	$ 20	$ 21	$ 18
Additions charged to cost of product revenue	8	10	30	30
Repairs and replacements	(9)	(11)	(35)	(29)
Balance at end of period	$ 16	$ 19	$ 16	$ 19

SUPPLEMENTAL BALANCE SHEET DE_7

SUPPLEMENTAL BALANCE SHEET DETAILS - Narrative - Warranties (Details)	9 Months Ended
	Sep. 29, 2024
Instruments
Product Warranty Liability [Line Items]
Warranty period	1 year
Consumables | Minimum
Product Warranty Liability [Line Items]
Warranty period	6 months
Consumables | Maximum
Product Warranty Liability [Line Items]
Warranty period	12 months

SUPPLEMENTAL BALANCE SHEET DE_8

SUPPLEMENTAL BALANCE SHEET DETAILS - Pre-Tax Restructuring Charge (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		18 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 6	$ 58	$ 46	$ 91	$ 198
Selling, general and administrative
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	5	55	43	74
Research and development
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	1	2	2	13
Employee separation costs
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	6	7	13	33	61
Asset impairment charges
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	0	49	32	56	132
Other costs
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 0	$ 2	$ 1	$ 2	$ 5

SUPPLEMENTAL BALANCE SHEET DE_9

SUPPLEMENTAL BALANCE SHEET DETAILS - Narrative - Restructuring (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Sep. 29, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Right-of-use asset impairment	$ 18
Operating lease right-of-use assets		$ 453	$ 544
CALIFORNIA
Restructuring Cost and Reserve [Line Items]
Operating lease right-of-use assets		136
Leasehold improvements		$ 136
Leasehold improvements
Restructuring Cost and Reserve [Line Items]
Right-of-use asset impairment	$ 14

SUPPLEMENTAL BALANCE SHEET D_10

SUPPLEMENTAL BALANCE SHEET DETAILS - Pre-Tax Charges and Total Costs (Details) $ in Millions	9 Months Ended
	Sep. 29, 2024 USD ($)
Restructuring Cost and Reserve [Line Items]
Amount recorded in accrued liabilities as of December 31, 2023	$ 18
Additional expense recorded	14
Cash payments	(24)
Adjustments to accrual	(2)
Amount recorded in accrued liabilities as of September 29, 2024	6
Employee Separation Costs
Restructuring Cost and Reserve [Line Items]
Amount recorded in accrued liabilities as of December 31, 2023	17
Additional expense recorded	13
Cash payments	(22)
Adjustments to accrual	(2)
Amount recorded in accrued liabilities as of September 29, 2024	6
Other Costs
Restructuring Cost and Reserve [Line Items]
Amount recorded in accrued liabilities as of December 31, 2023	1
Additional expense recorded	1
Cash payments	(2)
Adjustments to accrual	0
Amount recorded in accrued liabilities as of September 29, 2024	$ 0

SUPPLEMENTAL BALANCE SHEET D_11

SUPPLEMENTAL BALANCE SHEET DETAILS - Narrative - Impairment of Goodwill and Intangible Assets (Details) $ in Millions		3 Months Ended			9 Months Ended		12 Months Ended
	Jun. 24, 2024 USD ($)	Sep. 29, 2024 USD ($)	Jun. 30, 2024 USD ($)	Oct. 01, 2023 USD ($)	Sep. 29, 2024 USD ($) reporting_unit	Oct. 01, 2023 USD ($)	Dec. 31, 2023 USD ($)
Goodwill [Line Items]
Number of reporting units | reporting_unit					2
Goodwill and intangible impairment					$ 1,466
Goodwill		$ 1,113			1,113		$ 2,545
Effect of 300 point increase in discount rate on impairment loss			$ 20
Amortization of intangible assets		17		$ 49	$ 113	$ 148
Developed technologies | Fluent Bio Sciences
Goodwill [Line Items]
Finite-lived intangible assets acquired		42
Useful life (in years)					7 years
Customer relationships | Fluent Bio Sciences
Goodwill [Line Items]
Finite-lived intangible assets acquired		2
Useful life (in years)					11 years
In-process research and development (IPR&D)
Goodwill [Line Items]
Goodwill fair value recorded impairment							115
Spinoff | GRAIL
Goodwill [Line Items]
Amount of continuing cash flows after disposal	$ 974
GRAIL net assets	$ 2,738
Minimum | Spinoff | GRAIL
Goodwill [Line Items]
GRAIL net assets			400
Maximum | Spinoff | GRAIL
Goodwill [Line Items]
GRAIL net assets			770
GRAIL
Goodwill [Line Items]
Amount that exceeds carrying value		$ 580			$ 580
Goodwill and intangible impairment			1,466	712
Goodwill				3,600		$ 3,600
Effect of 50 point increase in discount rate on impairment loss				200
Effect of 100 point increase in discount rate on impairment loss				$ 350
GRAIL | In-process research and development (IPR&D)
Goodwill [Line Items]
Goodwill fair value recorded impairment			$ 420
GRAIL | Minimum
Goodwill [Line Items]
Goodwill							3,000
GRAIL | Maximum
Goodwill [Line Items]
Goodwill							$ 4,000
GRAIL | Measurement Input, Expected Term | Valuation Technique, Discounted Cash Flow
Goodwill [Line Items]
Goodwill impairment, measurement input		2
GRAIL | Measurement Input, Expected Term | Valuation Technique, Discounted Cash Flow | In-process research and development (IPR&D)
Goodwill [Line Items]
Intangible assets, impairment, measurement input			15
GRAIL | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow
Goodwill [Line Items]
Goodwill impairment, measurement input				0.240
GRAIL | Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | In-process research and development (IPR&D)
Goodwill [Line Items]
Intangible assets, impairment, measurement input			0.465
GRAIL | Measurement Input, Cash Flow Period | Valuation Technique, Discounted Cash Flow
Goodwill [Line Items]
Goodwill impairment, measurement input				15

SUPPLEMENTAL BALANCE SHEET D_12

SUPPLEMENTAL BALANCE SHEET DETAILS - Goodwill (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Oct. 01, 2023	Sep. 29, 2024	Dec. 31, 2023
Goodwill [Roll Forward]
Goodwill, beginning balance			$ 2,545
Acquisition			34
Impairment			(1,466)
Goodwill, ending balance			$ 1,113
GRAIL
Goodwill [Roll Forward]
Impairment	$ (1,466)	$ (712)
Goodwill, ending balance		$ 3,600
Goodwill [Line Items]
Goodwill impaired				$ 4,626

SUPPLEMENTAL BALANCE SHEET D_13

SUPPLEMENTAL BALANCE SHEET DETAILS - Finite-Lived Intangible Assets (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 29, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 741	$ 3,164
Accumulated Amortization	(436)	(761)
Total intangible assets, net	$ 305	2,403
Impairment		$ 0
Indefinite-lived Intangible Assets [Line Items]
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]	Goodwill and intangible (IPR&D) impairment	Goodwill and intangible (IPR&D) impairment
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Gross Carrying Amount	$ 741	$ 3,869
Accumulated Amortization	(436)	(761)
Impairment		(115)
Intangible Assets, Net	305	2,993
In-process research and development (IPR&D)
Indefinite-lived Intangible Assets [Line Items]
Indefinite-Lived Intangible Assets (Excluding Goodwill), Gross	0	705
Impairment of Intangible Assets, Indefinite-Lived (Excluding Goodwill)		(115)
Indefinite-Lived Intangible Assets (Excluding Goodwill)	0	590
Developed technologies
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	465	2,807
Accumulated Amortization	(296)	(585)
Total intangible assets, net	169	2,222
Impairment		0
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	(296)	(585)
Licensed technologies
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	227	274
Accumulated Amortization	(107)	(133)
Total intangible assets, net	120	141
Impairment		0
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	(107)	(133)
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	2	43
Accumulated Amortization	(2)	(14)
Total intangible assets, net	0	29
Impairment		0
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	(2)	(14)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	16	14
Accumulated Amortization	(14)	(13)
Total intangible assets, net	2	1
Impairment		0
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	(14)	(13)
License agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	19	14
Accumulated Amortization	(13)	(13)
Total intangible assets, net	6	1
Impairment		0
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	(13)	(13)
Database
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	12	12
Accumulated Amortization	(4)	(3)
Total intangible assets, net	8	9
Impairment		0
Intangible Assets, Net (Excluding Goodwill) [Abstract]
Accumulated Amortization	$ (4)	$ (3)

SUPPLEMENTAL BALANCE SHEET D_14

SUPPLEMENTAL BALANCE SHEET DETAILS - Estimated Annual Amortization of Finite-lived Intangible Assets (Details) - USD ($) $ in Millions	Sep. 29, 2024	Dec. 31, 2023
Estimated Annual Amortization
2024 (remainder of year)	$ 17
2025	68
2026	56
2027	54
2028	52
Thereafter	58
Total intangible assets, net	$ 305	$ 2,403

SUPPLEMENTAL BALANCE SHEET D_15

SUPPLEMENTAL BALANCE SHEET DETAILS - Narrative - Derivative Financial Instruments (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023	Dec. 31, 2023
Derivative [Line Items]
Reclassification to revenue	$ 3	$ 5	$ 10	$ 9
Foreign Exchange Forward
Derivative [Line Items]
Foreign currency forward contracts assets	2		2
Foreign currency forward contracts liabilities	10		$ 10
Derivative asset, current amount					$ 5
Derivative liability, current amount					9
Foreign Exchange Forward | Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative, term of contract			1 month
Derivative, notional amount	497		$ 497		926
Notional amount disposed of	432		$ 432
Foreign Exchange Forward | Designated as Hedging Instrument
Derivative [Line Items]
Derivative, term of contract			24 months
Derivative, notional amount	$ 671		$ 671		$ 628

LEGAL PROCEEDINGS (Details)

LEGAL PROCEEDINGS (Details) $ in Millions			3 Months Ended		9 Months Ended
	Jun. 24, 2024	Nov. 11, 2023 lawsuit	Sep. 29, 2024 USD ($)	Oct. 01, 2023 USD ($)	Sep. 29, 2024 USD ($)	Oct. 01, 2023 USD ($)	Sep. 03, 2024 USD ($)	Feb. 02, 2024 lawsuit	Jan. 09, 2024 movant
Loss Contingencies [Line Items]
Legal contingency and settlement			$ 488	$ 1	$ 474	$ (14)
Loss contingency, new claims filed, number | lawsuit		3
Commitments and contingencies, number of movants filed motions consolidate actions | movant									4
Commitments and contingencies, number of additional securities class actions | lawsuit								2
Acquisition Of Grail, Inc.
Loss Contingencies [Line Items]
Loss contingency accrual							$ 432
Legal contingency and settlement			481
Litigation settlement, gain			489
Litigation settlement, loss			$ 8
Long-term debt, fine percentage rate				0.055		0.055
Spinoff | GRAIL
Loss Contingencies [Line Items]
Percent of interest disposed	85.50%

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	2.10%	3.60%	(3.20%)	(3.80%)
Impact on tax rate due to GILTI and U.S. foreign tax credits	$ 25		$ 141
Impact on tax rate due to capitalization of research and development expenses			10
Income tax expense			308
Foreign income tax expense			53
Income tax receivable	$ 16		$ 16		$ 75

SEGMENT INFORMATION - Operating

SEGMENT INFORMATION - Operating Performance and Assets by Segment (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 29, 2024	Oct. 01, 2023	Sep. 29, 2024	Oct. 01, 2023
Segment Reporting Information [Line Items]
Consolidated revenue	$ 1,080	$ 1,119	$ 3,268	$ 3,382
Consolidated income (loss) from operations	741	(754)	(1,008)	(905)
Operating Segments | Core Illumina
Segment Reporting Information [Line Items]
Consolidated revenue	1,080	1,106	3,228	3,341
Consolidated income (loss) from operations	741	262	1,298	519
Operating Segments | GRAIL
Segment Reporting Information [Line Items]
Consolidated revenue	0	21	55	62
Consolidated income (loss) from operations	0	(1,015)	(2,305)	(1,424)
Eliminations
Segment Reporting Information [Line Items]
Consolidated revenue	0	(8)	(15)	(21)
Consolidated income (loss) from operations	$ 0	$ (1)	$ (1)	$ 0