ILLUMINA, INC., 10-Q filed on 11/13/2023
Quarterly Report
v3.23.3
Cover Page - shares
shares in Millions
 9 Months Ended
Oct. 01, 2023
Nov. 06, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Oct. 01, 2023  
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, $0.01 par value  
Trading Symbol ILMN  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   158.8
Entity Central Index Key 0001110803  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Millions
Oct. 01, 2023
Jan. 01, 2023
Current assets:    
Cash and cash equivalents $ 927 $ 2,011
Short-term investments 6 26
Accounts receivable, net 690 671
Inventory, net 615 568
Prepaid expenses and other current assets 268 285
Total current assets 2,506 3,561
Property and equipment, net 1,040 1,091
Operating lease right-of-use assets 581 653
Goodwill 2,527 3,239
Intangible assets, net 3,029 3,285
Other assets 439 423
Total assets 10,122 12,252
Current liabilities:    
Accounts payable 240 293
Accrued liabilities 1,242 1,232
Term notes, current portion 0 500
Convertible senior notes, current portion 0 748
Total current liabilities 1,482 2,773
Operating lease liabilities 698 744
Term notes 1,489 1,487
Other long-term liabilities 555 649
Stockholders’ equity:    
Common stock 2 2
Additional paid-in capital 9,487 9,207
Accumulated other comprehensive income 21 3
Retained earnings 157 1,142
Treasury stock, at cost (3,769) (3,755)
Total stockholders’ equity 5,898 6,599
Total liabilities and stockholders’ equity $ 10,122 $ 12,252
v3.23.3
Condensed Consolidated Statements of Operations - USD ($)
shares in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Revenue:        
Total revenue $ 1,119 $ 1,115 $ 3,382 $ 3,501
Cost of revenue:        
Amortization of acquired intangible assets 47 46 143 125
Total cost of revenue 435 398 1,312 1,201
Gross profit 684 717 2,070 2,300
Operating expense:        
Research and development 315 325 1,013 975
Selling, general and administrative 303 146 1,127 865
Goodwill and intangible impairment 821 3,914 821 3,914
Legal contingency and settlement (1) (11) 14 598
Total operating expense 1,438 4,374 2,975 6,352
Loss from operations (754) (3,657) (905) (4,052)
Other income (expense):        
Interest income 13 3 47 4
Interest expense (19) (6) (59) (17)
Other expense, net (22) (12) (33) (103)
Total other expense, net (28) (15) (45) (116)
Loss before income taxes (782) (3,672) (950) (4,168)
(Benefit) provision for income taxes (28) 144 36 97
Net loss $ (754) $ (3,816) $ (986) $ (4,265)
Loss per share:        
Basic (in dollars per share) $ (4.77) $ (24.26) $ (6.23) $ (27.13)
Diluted (in dollars per share) $ (4.77) $ (24.26) $ (6.23) $ (27.13)
Shares used in computing loss per share:        
Basic (in shares) 158 157 158 157
Diluted (in shares) 158 157 158 157
Product revenue        
Revenue:        
Total revenue $ 941 $ 963 $ 2,864 $ 3,039
Cost of revenue:        
Cost of revenue 293 280 884 866
Service and other revenue        
Revenue:        
Total revenue 178 152 518 462
Cost of revenue:        
Cost of revenue $ 95 $ 72 $ 285 $ 210
v3.23.3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Statement of Comprehensive Income [Abstract]        
Net loss $ (754) $ (3,816) $ (986) $ (4,265)
Unrealized gain on cash flow hedges, net of deferred tax 9 9 18 22
Total comprehensive loss $ (745) $ (3,807) $ (968) $ (4,243)
v3.23.3
Condensed Consolidated Statements of Stockholders’ Equity - USD ($)
shares in Millions, $ in Millions
Total
Cumulative-effect adjustment from adoption of ASU 2016-02, net of deferred tax
Common Stock
Additional Paid-in Capital
Additional Paid-in Capital
Cumulative-effect adjustment from adoption of ASU 2016-02, net of deferred tax
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Retained Earnings
Cumulative-effect adjustment from adoption of ASU 2016-02, net of deferred tax
Treasury Stock
Beginning Balance (in shares) at Jan. 02, 2022     197            
Beginning balance (in shares) at Jan. 02, 2022                 (40)
Beginning balance at Jan. 02, 2022 $ 10,740 $ (32) $ 2 $ 8,938 $ (93) $ 17 $ 5,485 $ 61 $ (3,702)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) 86           86    
Unrealized gain (loss) on cash flow hedges, net of deferred tax 1         1      
Issuance of common stock, net of repurchases 21     33         $ (12)
Share-based compensation 79     79          
Ending Balance (in shares) at Apr. 03, 2022     197            
Ending balance (in shares) at Apr. 03, 2022                 (40)
Ending balance at Apr. 03, 2022 $ 10,895   $ 2 8,957   18 5,632   $ (3,714)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2020-06 [Member]                
Beginning Balance (in shares) at Jan. 02, 2022     197            
Beginning balance (in shares) at Jan. 02, 2022                 (40)
Beginning balance at Jan. 02, 2022 $ 10,740 $ (32) $ 2 8,938 $ (93) 17 5,485 $ 61 $ (3,702)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) (4,265)                
Unrealized gain (loss) on cash flow hedges, net of deferred tax 22                
Ending Balance (in shares) at Oct. 02, 2022     197            
Ending balance (in shares) at Oct. 02, 2022                 (40)
Ending balance at Oct. 02, 2022 6,731   $ 2 9,129   39 1,281   $ (3,720)
Beginning Balance (in shares) at Apr. 03, 2022     197            
Beginning balance (in shares) at Apr. 03, 2022                 (40)
Beginning balance at Apr. 03, 2022 10,895   $ 2 8,957   18 5,632   $ (3,714)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) (535)           (535)    
Unrealized gain (loss) on cash flow hedges, net of deferred tax 12         12      
Issuance of common stock, net of repurchases (4)               $ (4)
Share-based compensation 76     76          
Ending Balance (in shares) at Jul. 03, 2022     197            
Ending balance (in shares) at Jul. 03, 2022                 (40)
Ending balance at Jul. 03, 2022 10,444   $ 2 9,033   30 5,097   $ (3,718)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) (3,816)           (3,816)    
Unrealized gain (loss) on cash flow hedges, net of deferred tax 9         9      
Issuance of common stock, net of repurchases 28     30         $ (2)
Share-based compensation 66     66          
Ending Balance (in shares) at Oct. 02, 2022     197            
Ending balance (in shares) at Oct. 02, 2022                 (40)
Ending balance at Oct. 02, 2022 6,731   $ 2 9,129   39 1,281   $ (3,720)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) (139)           (139)    
Unrealized gain (loss) on cash flow hedges, net of deferred tax (36)         (36)      
Issuance of common stock, net of repurchases (in shares)     1            
Issuance of common stock, net of repurchases (35)               $ (35)
Share-based compensation 78     78          
Ending Balance (in shares) at Jan. 01, 2023     198            
Ending balance (in shares) at Jan. 01, 2023                 (40)
Ending balance at Jan. 01, 2023 6,599   $ 2 9,207   3 1,142   $ (3,755)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) 3           3    
Unrealized gain (loss) 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 (in shares) at Apr. 02, 2023                 (40)
Ending balance at Apr. 02, 2023 6,693   $ 2 9,311   (1) 1,145   $ (3,764)
Beginning Balance (in shares) at Jan. 01, 2023     198            
Beginning balance (in shares) at Jan. 01, 2023                 (40)
Beginning balance at Jan. 01, 2023 6,599   $ 2 9,207   3 1,142   $ (3,755)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) (986)                
Unrealized gain (loss) on cash flow hedges, net of deferred tax 18                
Ending Balance (in shares) at Oct. 01, 2023     198            
Ending balance (in shares) at Oct. 01, 2023                 (40)
Ending balance at Oct. 01, 2023 5,898   $ 2 9,487   21 157   $ (3,769)
Beginning Balance (in shares) at Apr. 02, 2023     198            
Beginning balance (in shares) at Apr. 02, 2023                 (40)
Beginning balance at Apr. 02, 2023 6,693   $ 2 9,311   (1) 1,145   $ (3,764)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) (234)           (234)    
Unrealized gain (loss) 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 (in shares) at Jul. 02, 2023                 (40)
Ending balance at Jul. 02, 2023 6,555   $ 2 9,397   12 911   $ (3,767)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net income (loss) (754)           (754)    
Unrealized gain (loss) 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 (in shares) at Oct. 01, 2023                 (40)
Ending balance at Oct. 01, 2023 $ 5,898   $ 2 $ 9,487   $ 21 $ 157   $ (3,769)
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Cash flows from operating activities:    
Net loss $ (986) $ (4,265)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation expense 175 158
Amortization of intangible assets 148 130
Share-based compensation expense 286 266
Deferred income taxes (42) (40)
Goodwill and intangible (IPR&D) impairment 821 3,914
Property and equipment and right-of-use asset impairment 56 0
Net losses on strategic investments 39 79
(Gain) loss on Helix contingent value right (8) 8
Payment of accreted debt discount (15) 0
Change in fair value of contingent consideration liabilities (82) (230)
Unrealized loss on foreign exchange translation 21 1
Other 9 6
Changes in operating assets and liabilities:    
Accounts receivable (31) 13
Inventory (47) (127)
Prepaid expenses and other current assets (3) 10
Operating lease right-of-use assets and liabilities, net (13) (10)
Other assets 6 17
Accounts payable (50) (51)
Accrued liabilities (25) 388
Other long-term liabilities (5) (22)
Net cash provided by operating activities 254 245
Cash flows from investing activities:    
Purchases of property and equipment (144) (198)
Purchases of strategic investments (19) (26)
Sales of strategic investments 18 0
Net cash paid for acquisitions 0 (85)
Cash paid for intangible asset (1) (180)
Net cash used in investing activities (146) (489)
Cash flows from financing activities:    
Debt issuance costs paid for credit facility (1) 0
Payments on financing obligations (1,235) 0
Taxes paid related to net share settlement of equity awards (14) (19)
Proceeds from issuance of common stock 67 63
Net cash (used in) provided by financing activities (1,183) 44
Effect of exchange rate changes on cash and cash equivalents (9) (32)
Net decrease in cash and cash equivalents (1,084) (232)
Cash and cash equivalents at beginning of period 2,011 1,232
Cash and cash equivalents at end of period $ 927 $ 1,000
v3.23.3
Organization and Significant Accounting Policies
 9 Months Ended
Oct. 01, 2023
Accounting Policies [Abstract]  
Organization and Significant Accounting Policies
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Business Overview
We are a provider of sequencing- and array-based solutions, serving customers in the research, clinical and applied markets. Our products are used for applications in the life sciences, oncology, reproductive health, agriculture and other emerging segments. Our customers include leading genomic research centers, academic institutions, government laboratories, and hospitals, as well as pharmaceutical, biotechnology, commercial molecular diagnostic laboratories, and consumer genomics companies.
On August 18, 2021, we acquired GRAIL, a healthcare company focused on early detection of multiple cancers. The acquisition is subject to ongoing legal proceedings and, currently, GRAIL must be held and operated separately and independently from Illumina pursuant to the transitional measures ordered by the European Commission in the EC Divestment Decision, following the prohibition of our acquisition of GRAIL on September 6, 2022. Refer to note “7. Legal Proceedings” for additional details. GRAIL is a separate reportable segment.
With respect to GRAIL, we have retained advisors and are preparing for sale and capital markets transaction options in accordance with the European Commission’s divestiture order. In parallel, ongoing appeals preserve flexibility for any divestiture of GRAIL and future transactions.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Interim financial results are not necessarily indicative of results anticipated for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the fiscal year ended January 1, 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 the COVID-19 pandemic, the armed conflict between Russia and Ukraine, and macroeconomic factors such as inflation, exchange rates 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 2023 and Q3 2022 refer to the three months ended October 1, 2023 and October 2, 2022, respectively, which were both 13 weeks, and references to year-to-date (YTD) 2023 and 2022 refer to the nine months ended October 1, 2023 and October 2, 2022, respectively, which were both 39 weeks.
Significant Accounting Policies
During YTD 2023, there were no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended January 1, 2023, with the exception of the following for income taxes:
Historically, we calculated the provision/(benefit) for income taxes for interim periods utilizing an estimated annual effective tax rate applied to the income/(loss) for the reporting period, except in Q2 2023 when a year-to-date effective tax rate method was utilized. We determined the estimated annual effective tax rate method would provide a more reliable estimate of the provision for income taxes for Q3 2023 and YTD 2023 since minor changes in the estimated income/(loss) before income taxes would not result in significant changes in the estimated annual effective tax rate.
Loss per Share
Basic loss per share is computed based on the weighted average number of common shares outstanding during the period. Diluted 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 consist of shares issuable under convertible senior notes and equity awards. We utilize the if-converted method to calculate the impact of convertible senior notes on diluted loss per share. 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 following table presents the weighted average shares used to calculate basic and diluted loss per share:
In millionsQ3 2023Q3 2022YTD 2023YTD 2022
Weighted average shares used in calculating basic loss per share158 157 158 157 
Weighted average shares used in calculating diluted loss per share158 157 158 157 
Antidilutive shares:
Convertible senior notes1 2 1 2 
Equity awards3 2 3 2 
Potentially dilutive shares excluded from calculation due to antidilutive effect4 4 4 4 
v3.23.3
Revenue
 9 Months Ended
Oct. 01, 2023
Revenue from Contract with Customer [Abstract]  
Revenue
2. REVENUE
Our revenue is generated primarily from the sale of products and services. Product revenue primarily consists of sales of instruments and consumables used in genetic analysis. Service and other revenue primarily consists of revenue generated from genotyping and sequencing services, instrument service contracts, development and licensing agreements, and cancer detection testing services related to the GRAIL business.
Revenue by Source
Q3 2023Q3 2022
In millionsSequencingMicroarrayTotalSequencingMicroarrayTotal
Consumables$689 $71 $760 $720 $76 $796 
Instruments178 3 181 162 5 167 
Total product revenue867 74 941 882 81 963 
Service and other revenue162 16 178 133 19 152 
Total revenue$1,029 $90 $1,119 $1,015 $100 $1,115 
YTD 2023YTD 2022
In millionsSequencingMicroarrayTotalSequencingMicroarrayTotal
Consumables$2,108 $219 $2,327 $2,237 $225 $2,462 
Instruments524 13 537 563 14 577 
Total product revenue2,632 232 2,864 2,800 239 3,039 
Service and other revenue456 62 518 390 72 462 
Total revenue$3,088 $294 $3,382 $3,190 $311 $3,501 
Revenue by Geographic Area
Based on region of destination (in millions)Q3 2023
Q3 2022(1)
YTD 2023
YTD 2022(1)
Americas$663 $597 $1,920 $1,885 
Europe260 259 825 819 
Greater China(2)
98 133 302 378 
Asia-Pacific, Middle East, and Africa(3)
98 126 335 419 
Total revenue$1,119 $1,115 $3,382 $3,501 
_____________
(1)We implemented a new global commercial structure in Q1 2023 to improve operating efficiencies and better align with local markets. We integrated Asia-Pacific and Japan with emerging markets across the Middle East, Africa, Turkey, and Commonwealth of Independent States (CIS). Beginning in Q1 2023, and going forward, we will report regional results for the following regions: Americas, Europe, Greater China, and Asia-Pacific, Middle East and Africa (AMEA). Prior period amounts have been reclassified to conform to this new presentation.
(2)Region includes revenue from China, Taiwan, and Hong Kong.
(3)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 to six months, after the contract execution date. As of October 1, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $743 million, of which approximately 83% is expected to be converted to revenue in the next twelve months, approximately 10% in the following twelve months, and the remainder thereafter.
Contract Assets and Liabilities
Contract assets, which consist of revenue recognized and performance obligations satisfied or partially satisfied in advance of customer billing, were $19 million and $17 million as of October 1, 2023 and January 1, 2023, respectively, and were recorded in prepaid expenses and other current assets.
Contract liabilities, which consist of deferred revenue and customer deposits, as of October 1, 2023 and January 1, 2023 were $315 million and $308 million, respectively, of which the short-term portions of $242 million and $245 million, respectively, were recorded in accrued liabilities and the remaining long-term portions were recorded in other long-term liabilities. Revenue recorded in Q3 2023 and YTD 2023 included $43 million and $206 million, respectively, of previously deferred revenue that was included in contract liabilities as of January 1, 2023.
v3.23.3
Investments and Fair Value Measurements
 9 Months Ended
Oct. 01, 2023
Fair Value Disclosures [Abstract]  
Investments and Fair Value Measurements
3. INVESTMENTS AND FAIR VALUE MEASUREMENTS
Strategic Investments
Marketable Equity Securities
Our short-term investments consist of marketable equity securities. As of October 1, 2023 and January 1, 2023, the fair value of our marketable equity securities totaled $6 million and $26 million, respectively.
Gains and losses recognized in other expense, net on our marketable equity securities were as follows:
In millionsQ3 2023Q3 2022YTD 2023YTD 2022
Net gains (losses) recognized during the period on marketable equity securities
$— $3 $(2)$(66)
Less: Net losses recognized during the period on marketable equity securities sold during the period
— — (2)— 
Net unrealized gains (losses) recognized during the period on marketable equity securities still held at the reporting date
$— $3 $— $(66)
Non-Marketable Equity Securities
As of October 1, 2023 and January 1, 2023, the aggregate carrying amounts of our non-marketable equity securities without readily determinable fair values, included in other assets, were $28 million.
Revenue recognized from transactions with our strategic investees was $2 million and $68 million for Q3 2023 and YTD 2023, respectively, and $27 million and $83 million for Q3 2022 and YTD 2022, respectively.
Venture Funds
We invest in two venture capital investment funds (the Funds) with capital commitments of $100 million, callable through April 2026, and up to $150 million, callable through July 2029, respectively, of which $5 million and up to $74 million, respectively, remained callable as of October 1, 2023. Our investments in the Funds are accounted for as equity-method investments. The aggregate carrying amounts of the Funds, included in other assets, were $165 million and $183 million as of October 1, 2023 and January 1, 2023, respectively. We recorded unrealized losses of $19 million and $33 million in Q3 2023 and YTD 2023, respectively, and unrealized losses of $5 million and $11 million in Q3 2022 and YTD 2022, respectively, in other expense, net.
Helix Contingent Value Right
In conjunction with the deconsolidation of Helix Holdings I, LLC (Helix) in April 2019, we received a contingent value right with a 7-year term that entitles us to consideration dependent upon the outcome of Helix’s future financing and/or liquidity events. Changes in the fair value of our contingent value right resulted in unrealized gains of $5 million
and $8 million in Q3 2023 and YTD 2023, respectively, and unrealized losses of $5 million and $8 million in Q3 2022 and YTD 2022, respectively, which were included in other expense, net.
Fair Value Measurements
The following table presents the hierarchy for assets and liabilities measured at fair value on a recurring basis:
October 1, 2023January 1, 2023
In millionsLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Money market funds (cash equivalents)$646 $— $— $646 $1,642 $— $— $1,642 
Marketable equity securities6 — — 6 26 — — 26 
Helix contingent value right— — 66 66 — — 58 58 
Deferred compensation plan assets— 57 — 57 — 52 — 52 
Total assets measured at fair value$652 $57 $66 $775 $1,668 $52 $58 $1,778 
Liabilities:
Contingent consideration liabilities$— $— $330 $330 $— $— $412 $412 
Deferred compensation plan liability— 54 — 54 — 51 — 51 
Total liabilities measured at fair value$— $54 $330 $384 $— $51 $412 $463 
Our marketable equity securities are measured at fair value based on quoted trade prices in active markets. Our deferred compensation plan assets consist primarily of investments in life insurance contracts carried at cash surrender value, which reflects the net asset value of the underlying publicly traded mutual funds. We perform control procedures to corroborate the fair value of our holdings, including comparing valuations obtained from our investment service provider to valuations reported by our asset custodians, validating pricing sources and models, and reviewing key model inputs, if necessary. We elected the fair value option to measure the contingent value right received from Helix. The fair value of such contingent value right, included in other assets, is derived using a Monte Carlo simulation. Estimates and assumptions used in the Monte Carlo simulation include probabilities related to the timing and outcome of future financing and/or liquidity events, assumptions regarding collectibility and volatility, and an estimated equity value of Helix. These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value.
We reassess the fair value of contingent consideration related to acquisitions on a quarterly basis. Changes in the fair value of contingent consideration subsequent to the acquisition date are 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. As defined in the Contingent Value Rights Agreement, this will reflect a 2.5% payment right to the first $1 billion of revenue each year for 12 years. Revenue above $1 billion each year will be subject to a 9% contingent payment right during this same period. Covered Revenues for Q4 2022, Q1 2023, and Q2 2023 were $65 million in aggregate and Covered Revenues for Q4 2021, Q1 2022, and Q2 2022 were $32 million in aggregate, driven primarily by sales of GRAIL’s Galleri test. Covered Revenue Payments relating to such periods were approximately $609,000 and $297,000 in YTD 2023 and YTD 2022, respectively. Pursuant to the Contingent Value Rights Agreement, a portion of the Covered Revenue Payments in YTD 2022 were applied to reimburse us for certain expenses. We use a Monte Carlo simulation to estimate the fair value of contingent consideration related to the GRAIL acquisition. Estimates and assumptions used in the Monte Carlo simulation include forecasted revenues for GRAIL, a revenue risk premium, a revenue volatility estimate, an operational leverage ratio and a counterparty credit spread. These unobservable inputs represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. The fair value of our contingent consideration liability related to GRAIL was $330 million and $412 million as of October 1, 2023 and January 1, 2023, respectively, of which $329 million and $411 million, respectively, was included in other long-term liabilities, with the remaining balances included in accrued liabilities.
Changes in the estimated fair value of our contingent consideration liabilities during YTD 2023 were as follows:
In millions
Balance as of January 1, 2023$412 
Change in estimated fair value(82)
Balance as of October 1, 2023$330 
v3.23.3
Debt
 9 Months Ended
Oct. 01, 2023
Debt Disclosure [Abstract]  
Debt
4. DEBT
Summary of Term Debt Obligations
In millionsOctober 1,
2023		January 1,
2023
Principal amount of 2031 Term Notes outstanding$500 $500 
Principal amount of 2027 Term Notes outstanding500 500 
Principal amount of 2025 Term Notes outstanding500 500 
Principal amount of 2023 Term Notes outstanding— 500 
Unamortized discounts and debt issuance costs(11)(13)
Net carrying amount of term notes1,489 1,987 
Less: current portion— (500)
Term notes, non-current$1,489 $1,487 
Fair value of term notes outstanding (Level 2)$1,375 $1,913 
Interest expense recognized on our term notes, which included amortization of debt discounts and issuance costs, was $18 million and $55 million in Q3 2023 and YTD 2023, respectively, and $4 million and $13 million in Q3 2022 and YTD 2022, respectively.
0.550% Term Notes due 2023 (2023 Term Notes) and 2.550% Term Notes due 2031 (2031 Term Notes)
In March 2021, we issued $500 million aggregate principal amount of 2023 Term Notes and $500 million aggregate principal amount of 2031 Term Notes. The 2023 Term Notes matured and were repaid in cash on March 23, 2023.
The 2031 Term Notes, which mature on March 23, 2031, 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 2031 Term Notes, at our option, at any time prior to maturity. Prior to December 23, 2030, the 2031 Term Notes are redeemable at make-whole premium redemption prices as defined in the applicable forms of note. After December 23, 2030, the notes are redeemable at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest up to, but excluding, the redemption date.
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 Term Notes, which mature on December 12, 2025, and the 2027 Term 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 Term Notes is payable on June 12 and December 12 of each year, beginning on June 12, 2023. Interest for the 2027 Term Notes is payable on June 13 and December 13 of each year, beginning on June 13, 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 Term Notes and prior to November 13, 2027 for the 2027 Term Notes, the notes are redeemable at make-whole premium redemption prices as defined in the applicable forms of note. After November 12, 2025 for the 2025 Term Notes and after November 13, 2027 for the 2027 Term Notes, the notes are redeemable at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest up to, but excluding, the redemption date.
0% Convertible Senior Notes due 2023 (2023 Convertible Notes)
In August 2018, we issued $750 million aggregate principal amount of 2023 Convertible Notes. The notes were convertible into cash, shares of common stock, or a combination of cash and shares of common stock, at our election, based on conversion rates as defined in the indenture. The 2023 Convertible Notes matured on August 15, 2023, at which time the principal was repaid in cash. We did not issue any shares of common stock in connection with the 2023 Convertible Notes.
Credit Agreement
On January 4, 2023, we entered into a new credit agreement (the Credit Agreement), which provides us with a $750 million senior unsecured five-year revolving credit facility, including a $40 million sublimit for swingline borrowings and a $50 million sublimit for letters of credit (the Credit Facility). The proceeds of the loans under the Credit Facility may be used to finance working capital needs and for general corporate purposes. The credit agreement dated as of March 8, 2021 and the commitments thereunder were terminated as of January 4, 2023.
The Credit Facility matures, and all amounts outstanding thereunder 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 Credit Facility at any time without premium or penalty. As of October 1, 2023, there were no borrowings or letters of credit outstanding under the Credit Facility and we were in compliance with all financial and operating covenants.
Any loans under the Credit Facility will have a variable interest rate based on either the term secured overnight financing rate or the alternate base rate, plus an applicable rate that varies with the Company’s debt rating and, in the case of loans bearing interest based on the term secured overnight financing rate, a credit spread adjustment equal to 0.10% per annum. The Credit Agreement includes an option for us to elect to increase the commitments
under the Credit Facility or to enter into one or more tranches of term loans in the aggregate principal amount of up to $250 million, subject to the consent of the lenders providing the additional commitments or term loans, as applicable, and certain other conditions.
The Credit Agreement contains financial and operating covenants. Pursuant to the Credit Agreement, we are required to maintain a ratio of total debt to annual earnings before interest, taxes, depreciation and amortization (EBITDA), calculated based on the four consecutive fiscal quarters ending with the most recent fiscal quarter, of not greater than 3.50 to 1.00 as of the end of each fiscal quarter. Upon the consummation of any Qualified Acquisition (as defined in the Credit Agreement) and us providing notice to the Administrative Agent, the ratio increases to 4.00 to 1.00 for the fiscal quarter in which the acquisition is consummated and the three consecutive fiscal quarters thereafter. The operating covenants include, among other things, limitations on (i) the incurrence of indebtedness by our subsidiaries, (ii) liens on our and our subsidiaries assets, and (iii) certain fundamental changes and the disposition of assets by us and our subsidiaries. The Credit Agreement contains other customary covenants, representations and warranties, and events of default.
v3.23.3
Stockholders’ Equity
 9 Months Ended
Oct. 01, 2023
Equity [Abstract]  
Stockholders’ Equity
5. STOCKHOLDERS’ EQUITY
In Q2 2023, the Company’s stockholders approved an amended and restated version of the Company’s 2015 Stock Incentive Plan (2015 Stock Plan) and increased the maximum number of shares authorized for issuance by 8.0 million shares. As of October 1, 2023, approximately 8.2 million shares remained available for future grants under the 2015 Stock Plan.
Restricted Stock
Restricted stock activity was as follows:
Restricted
Stock Units
(RSU)
Performance
Stock Units
(PSU)(1)
Weighted-Average Grant Date Fair Value per Share
Units in thousandsRSUPSU
Outstanding at January 1, 20231,611 74 $311.23 $446.74 
Awarded2,000 62 $197.09 $245.08 
Vested(118)— $296.25 $— 
Cancelled(411)(96)$255.53 $300.09 
Outstanding at October 1, 20233,082 40 $245.37 $198.25 
_____________
(1)The number of units reflect the estimated number of shares to be issued at the end of the performance period. For market-based 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.
Liability-Classified RSU
In Q1 2023, we granted RSU that were to be settled in cash if stockholder approval to increase our share reserve under the amended and restated 2015 Stock Plan was not obtained. In Q2 2023, the Company’s stockholders approved an amended and restated version of the 2015 Stock Plan and increased the maximum number of shares authorized for issuance. Upon such approval, all RSU previously accounted for as liability-classified awards, approximately 557,000 RSU, were reclassified to stockholders’ equity and accounted for prospectively as equity awards. There were no RSU liability-classified awards outstanding as of October 1, 2023.
Market-Based PSU
During YTD 2023, we granted PSU with a market condition that vest based on the Company’s relative total shareholder return (rTSR) as compared to a peer group of companies measured over a three-fiscal year performance period. Depending on the actual performance over the measurement period, an award recipient could receive up to 175% of the granted award. The grant date fair value of such awards is estimated using a Monte Carlo simulation, which includes assumptions for expected volatility, risk-free interest rate and dividend yield. 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. The compensation expense for the
awards is recognized over the requisite service period regardless of whether the market conditions are achieved. As of October 1, 2023, there were approximately 119,000 PSU with a rTSR market condition granted.
Stock Options
Stock option activity was as follows:
Units in thousandsOptionsWeighted-Average
Exercise Price
Performance Options(1)
Weighted-Average
Exercise Price
Outstanding at January 1, 2023187 $319.72 17 $85.54 
Exercised(8)$71.09 (1)$16.69 
Cancelled(135)$330.25 — $— 
Outstanding at October 1, 202344 $330.25 16 $87.74 
Exercisable at October 1, 202318 $330.25 — $— 
_____________
(1)The number of units reflect awards that have been granted and for which it is assumed to be probable that the underlying performance goals will be achieved.

Other Liability-Classified Awards
We grant cash-based equity incentive awards to GRAIL employees. For purposes of valuation and performance measurement of the awards, GRAIL’s stand-alone valuation, as determined by GRAIL using a reasonable calculation and based on advice from independent valuation experts and analyses, is used. The awards generally have terms of four years with equal vesting annually, subject to continued employment through the vesting period.
Cash-based equity incentive award activity was as follows:
In millions
Outstanding at January 1, 2023$293 
Granted116 
Vested and paid in cash(65)
Cancelled(28)
Change in fair value(8)
Outstanding at October 1, 2023$308 
Estimated liability as of October 1, 2023 (included in accrued liabilities)
$42 
We recognized share-based compensation expense of $26 million and $72 million in Q3 2023 and YTD 2023, respectively, and $17 million and $46 million in Q3 2022 and YTD 2022, respectively. As of October 1, 2023, approximately $266 million of total unrecognized compensation cost related to awards issued to date was expected to be recognized over a weighted-average period of approximately 2.8 years.
In connection with the acquisition of GRAIL, we assumed a performance-based award for which vesting is based on GRAIL’s future revenues. The award has an aggregate potential value of up to $78 million and expires, to the extent unvested, in August 2030. As of October 1, 2023, it was not probable that the performance conditions associated with the award will be achieved and, therefore, no share-based compensation expense, or corresponding liability, has been recognized in the condensed consolidated financial statements to-date.
Employee Stock Purchase Plan
The price at which common stock is purchased under the Employee Stock Purchase Plan (ESPP) is equal to 85% of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower. During YTD 2023, approximately 0.4 million shares were issued under the ESPP. As of October 1, 2023, there were approximately 12.4 million shares available for issuance under the ESPP.
The assumptions used and the resulting estimate of weighted-average fair value per share for stock purchased under the ESPP during YTD 2023 were as follows:
Risk-free interest rate
0.78% - 5.54%
Expected volatility
41% - 51%
Expected term
0.5 - 1.1 year
Expected dividends0 %
Weighted-average grant-date fair value per share$49.87 
Share Repurchases
We did not repurchase any shares during YTD 2023. As of October 1, 2023, authorizations to repurchase approximately $15 million of our common stock remained available under the $750 million share repurchase program authorized by our Board of Directors on February 5, 2020. The repurchases may be completed under a 10b5-1 plan or at management’s discretion.
Share-Based Compensation
Share-based compensation expense, which includes expense for both equity and liability-classified awards, reported in our condensed consolidated statements of operations was as follows:
In millionsQ3 2023Q3 2022YTD 2023YTD 2022
Cost of product revenue$7 $7 $22 $20 
Cost of service and other revenue2 2 5 4 
Research and development36 37 117 112 
Selling, general and administrative41 37 142 130 
Share-based compensation expense, before taxes86 83 286 266 
Related income tax benefits(19)(18)(65)(60)
Share-based compensation expense, net of taxes$67 $65 $221 $206 
As of October 1, 2023, approximately $582 million of total unrecognized compensation cost related to restricted stock, including RSU and PSU, stock options, including performance stock options, and ESPP shares issued to date was expected to be recognized over a weighted-average period of approximately 2.4 years.
v3.23.3
Supplemental Balance Sheet Details
 9 Months Ended
Oct. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Supplemental Balance Sheet Details
6. SUPPLEMENTAL BALANCE SHEET DETAILS
Accounts Receivable
In millionsOctober 1,
2023		January 1,
2023
Trade accounts receivable, gross$696 $675 
Allowance for credit losses(6)(4)
Total accounts receivable, net$690 $671 
Inventory
In millionsOctober 1,
2023		January 1,
2023
Raw materials$278 $247 
Work in process423 386 
Finished goods35 28 
Inventory, gross736 661 
Inventory reserve(121)(93)
Total inventory, net$615 $568 
Accrued Liabilities
In millionsOctober 1,
2023		January 1,
2023
Legal contingencies(1)
$458 $473 
Contract liabilities, current portion242 245 
Accrued compensation expenses
195 188 
Accrued taxes payable65 97 
Operating lease liabilities, current portion85 76 
Liability-classified equity incentive awards42 36 
Other, including warranties(2)
155 117 
Total accrued liabilities$1,242 $1,232 
_____________
(1)See note “7. Legal Proceedings” for additional details.
(2)See table below for changes in the reserve for product warranties.
Changes in the reserve for product warranties were as follows:
In millionsQ3 2023Q3 2022YTD 2023YTD 2022
Balance at beginning of period$20 $21 $18 $22 
Additions charged to cost of product revenue10 5 30 17 
Repairs and replacements(11)(7)(29)(20)
Balance at end of period$19 $19 $19 $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 to twelve months after the manufacture date. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. We periodically review the warranty reserve for adequacy and adjust the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue.
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 Q3 2023 and YTD 2023, we recorded restructuring charges primarily consisting of asset impairment charges and employee separation costs.
A summary of the pre-tax restructuring charges are as follows:

In millionsQ3 2023YTD 2023
Employee separation costs$7 $33 
Asset impairment charges (1)
49 56 
Other costs2 2 
Total restructuring charges (2)
$58 $91 
_____________
(1)Primarily related to impairment of right-of-use assets and leasehold improvements for our i3 campus in San Diego, California.
(2)For Q3 2023, $55 million was recorded in SG&A expense, $2 million in R&D expense, with the remainder recorded in cost of revenue.
For YTD 2023 $74 million was recorded in SG&A expense, $13 million in R&D expense, with the remainder recorded in cost of revenue.

We fully exited our i3 campus in San Diego, California in Q3 2023, which resulted in a right-of-use asset impairment of $33 million in Q3 2023 and $38 million in YTD 2023, recognized in selling, general and administrative expense. The impairment was determined by comparing the fair value of the impacted right-of-use asset to the carrying value of the asset as of the impairment measurement date. The fair value of the right-of-use asset was 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 a discount rate. The estimates and assumptions used in our assessment represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. We also recorded $14 million in Q3 2023 and $16 million in YTD 2023 of leasehold improvement impairment, recognized in selling, general and administrative expense, related to the exit of our i3 campus. We continue to evaluate our options with respect to our campus in Foster City, California. As of October 1, 2023, we had assets, consisting primarily of right-of-use assets and leasehold improvements, related to our Foster City campus of approximately $182 million.

A summary of the restructuring liability is as follows:

In millions
Employee Separation Costs (1)
Other CostsTotal
Expense recorded in YTD 2023
$33 $2 $35 
Cash paid during YTD 2023
(30)(1)(31)
Amount recorded in accrued liabilities as of October 1, 2023
$3 $1 $4 
Estimated total restructuring costs to still be incurred$2 $— $2 
_____________
(1)It is expected that substantially all of the employee separation related restructuring charges will be incurred and paid by the end of 2023.
Goodwill and Intangible Assets
We test goodwill for impairment annually, as of May, or more frequently if events or circumstances indicate it is more likely than not that the fair value of a reporting unit is less than its carrying amount. We performed our annual impairment test in Q2 2023, as of May 2023. We performed a quantitative assessment for our two reporting units: Core Illumina and GRAIL. No impairment was recorded for either Core Illumina or GRAIL in Q2 2023.
In Q3 2023, we concluded the sustained decrease in the Company’s stock price and overall market capitalization during the quarter was a circumstance indicating the fair value of a reporting unit might be less than its carrying amount that required an interim goodwill and intangible impairment test be performed.
Based on our interim assessment, we concluded that our GRAIL reporting unit’s carrying value exceeded its estimated fair value. As a result, we recorded $712 million of goodwill impairment related to our GRAIL reporting unit in Q3 2023, primarily due to a decrease in the company’s consolidated market capitalization and a higher discount rate selected for the fair value calculation of the GRAIL reporting unit. No impairment was recorded for our Core Illumina reporting unit, noting its fair value exceeded its carrying value by more than $20 billion.
We performed our impairment test using a combination of an income and a market approach to determine the fair value of each reporting unit. The income approach utilized the estimated discounted cash flows for each reporting unit, while the market approach utilized comparable company information. Estimates and assumptions used in the income approach included projected cash flows and a discount rate for each reporting unit. Discount rates were determined using a weighted average cost of capital for risk factors specific to each reporting unit and other market and industry data. For GRAIL, the selected discount rate was 24.0%. The estimates and assumptions used in our assessment represent a Level 3 measurement because they are supported by little or no market activity and reflect our own assumptions in measuring fair value. The assumptions used are inherently subject to uncertainty and we note that small changes in these assumptions could have a significant impact on the concluded value. An increase of 50 to 100 basis points to the discount rate used in our assessment for GRAIL would have resulted in additional goodwill impairment of approximately $200 million to $350 million for GRAIL. In order to further validate the reasonableness of the fair values concluded for our reporting units, a reconciliation to market capitalization was performed by estimating a reasonable implied control premium and other market factors.
As a result of the impairment taken in Q3 2023, the carrying value of our GRAIL reporting unit now approximates its fair value. As such, changes in our future operating results, cash flows, share price (our share price has declined approximately 18% during the period October 1, 2023 to November 6, 2023), market capitalization or discount rates, as well as future regulatory decisions related to our acquisition of GRAIL, including the decision adopted by the European Commission on October 12, 2023 requiring us to divest GRAIL (refer to note “7. Legal Proceedings”), used when conducting future goodwill impairment tests could affect the estimated fair values of our reporting units and may result in additional impairment charges in the future. We will continue to monitor events and circumstances which may suggest that interim impairment indicators are present prior to the annual impairment test. As of October 1, 2023, remaining goodwill allocated to GRAIL was $1,466 million.
In conjunction with the interim goodwill impairment test, we also evaluated the in-process research and development (IPR&D) asset assigned to the GRAIL reporting unit for potential impairment. We performed our impairment test by comparing the carrying value of the IPR&D asset to its estimated fair value, which was determined by the income approach, using a discounted cash flow model. Estimates and assumptions used in the income approach, which represent a Level 3 measurement, included projected cash flows and a selected discount rate of 19.0%. Based on our impairment test, the carrying value of the GRAIL IPR&D asset exceeded its estimated fair value and we recorded an impairment of $109 million in Q3 2023, primarily due to a decrease in projected cash flows and a higher discount rate selected for the fair value calculation of the GRAIL IPR&D asset. As of October 1, 2023, the carrying value of the GRAIL IPR&D asset was $561 million. We also performed a recoverability test for the definite-lived intangible assets assigned to the GRAIL reporting unit, which includes developed technology and trade name, noting no impairment. No impairment was noted for Core Illumina definite-lived intangible assets.
Changes to goodwill during YTD 2023 were as follows:
In millions
Balance as of January 1, 2023 (1)
$3,239 
Impairment
(712)
Balance as of October 1, 2023$2,527 
_____________
(1)The balance as of January 1, 2023 is inclusive of a $3,914 million goodwill impairment related to our GRAIL reporting unit in Q3 2022.
Derivative Financial Instruments
We are exposed to foreign exchange rate risks in the normal course of business and use derivative financial instruments to partially offset this exposure. We do not use derivative financial instruments for speculative or trading purposes. Foreign exchange contracts are carried at fair value in other current assets, other assets, accrued liabilities, or other long-term liabilities, as appropriate, on the condensed consolidated balance sheets.
We use foreign exchange forward contracts to manage foreign currency risks related to monetary assets and liabilities denominated in currencies other than the U.S. dollar. These derivative financial instruments have terms of one month or less and are not designated as hedging instruments. Changes in fair value of these derivatives are recognized in other expense, net, along with the re-measurement gain or loss on the foreign currency denominated assets or liabilities. As of October 1, 2023, we had foreign exchange forward contracts in place to hedge exposures in the euro, Japanese yen, Australian dollar, Canadian dollar, Singapore dollar, Chinese Yuan Renminbi, and British pound. As of October 1, 2023 and January 1, 2023, the total notional amounts of outstanding forward contracts in place for these foreign currency purchases were $912 million and $485 million, respectively. On July 25, 2023, we entered into forward contracts for a total notional amount of €432 million to hedge the foreign currency exposure for the fine imposed by the European Commission on July 12, 2023.
We also use foreign currency forward contracts to hedge portions of our foreign currency exposure associated with forecasted revenue transactions. These derivative financial instruments have terms up to 24 months and are designated as cash flow hedges. Changes in fair value of our cash flow hedges are recorded as a component of accumulated other comprehensive income and are reclassified to revenue in the same period the underlying hedged transactions are recorded. We regularly review the effectiveness of our cash flow hedges and consider them to be ineffective if it becomes probable that the forecasted transactions will not occur in the identified period. Changes in fair value of the ineffective portions of our cash flow hedges, if any, are recognized in other expense, net. As of October 1, 2023, 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 October 1, 2023 and January 1, 2023, the total notional amounts of outstanding cash flow hedge contracts in place for these foreign currency purchases were $663 million and $425 million, respectively. We reclassified $5 million and $9 million to revenue in Q3 2023 and YTD 2023, respectively, and $16 million and $32 million in Q3 2022 and YTD 2022, respectively. As of October 1, 2023, the fair value of the foreign currency forward contracts recorded in total assets and total liabilities was $27 million and $1 million, respectively. As of January 1, 2023, the fair value of the foreign currency forward contracts recorded in total assets and total liabilities was $8 million and $6 million, respectively. The estimated net gains reported in accumulated other comprehensive income that are expected to be reclassified into earnings within the next 12 months are $22 million as of October 1, 2023.
v3.23.3
Legal Proceedings
 9 Months Ended
Oct. 01, 2023
Commitments and Contingencies Disclosure [Abstract]  
Legal Proceedings
7. LEGAL PROCEEDINGS
We are involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property, employment, and contractual matters. In connection with these matters, we assess, on a regular basis, the probability and range of possible loss based on the developments in these matters. A liability is recorded in the condensed consolidated financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. We regularly review outstanding legal matters to determine the adequacy of the liabilities accrued and related disclosures in consideration of many factors, which include, but are not limited to, past history, scientific and other evidence, and the specifics and status of each matter. We may change our estimates if our assessment of the various factors changes and the amount of ultimate loss may differ from our estimates, resulting in a material effect on our business, financial condition, results of operations, and/or cash flows.
Acquisition of GRAIL
Our acquisition of GRAIL remains subject to ongoing legal and regulatory proceedings in the United States and in the European Union.
On March 30, 2021, the U.S. Federal Trade Commission (the FTC) filed an administrative complaint and a motion for a preliminary injunction in the United States District Court for the District of Columbia. In both actions, the FTC alleged that our acquisition of GRAIL would violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18. We filed an answer to the FTC’s complaint in federal district court on April 6, 2021, and in the administrative court on April 13, 2021. On April 20, 2021, the United States District Court for the District of Columbia granted our motion to transfer venue to the United States District Court for the Southern District of California. On May 28, 2021, the district court granted the FTC’s motion to dismiss the complaint without prejudice. The administrative trial commenced on August 24, 2021. On September 1, 2022, the administrative law judge (the ALJ) ruled in favor of Illumina and found that the acquisition of GRAIL did not violate Section 7 of the Clayton Act. In the decision, the ALJ found that the FTC’s complaint counsel had failed to prove its prima facie case that Illumina’s acquisition of GRAIL would result in harm to competition in a putative market for multi-cancer early detection (MCED) tests. The FTC’s complaint counsel appealed the ALJ’s decision to the full FTC on September 2, 2022. The appeal was fully briefed as of November 10, 2022 and oral argument occurred on December 13, 2022. On March 31, 2023, the FTC issued an opinion and order (the FTC Order) requiring Illumina to divest GRAIL, reversing the ALJ’s ruling. On April 5, 2023, Illumina filed a petition for review of the FTC Order in the U.S. Court of Appeals for the Fifth Circuit. On April 24, 2023, the FTC granted a motion staying in its entirety the FTC Order pending resolution of Illumina’s Fifth Circuit appeal. The appeal was fully briefed as of August 16, 2023 and oral argument occurred on September 12, 2023. We intend to continue to vigorously defend against the FTC action.
On April 19, 2021, the European Commission accepted a request for a referral of the GRAIL acquisition for European Union merger review, submitted by a Member State of the European Union (France), and joined by several other Member States (Belgium, Greece, Iceland, the Netherlands and Norway), under Article 22(1) of Council Regulation (EC) No 139/2004 (the EU Merger Regulation). 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 29, 2021, we filed an action in the General Court of the European Union (the EU General Court) asking for annulment of the European Commission’s assertion of jurisdiction to review the acquisition under Article 22 of the EU Merger Regulation, as the acquisition does not meet the jurisdictional criteria under the EU Merger Regulation or under the national merger control laws of any Member State of the European Union. On December 16, 2021, the EU General Court held a hearing regarding the European Commission’s assertion of jurisdiction. On July 13, 2022, the EU General Court reached a decision in favor of the European Commission, holding that the European Commission has jurisdiction 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 asking for annulment of the EU General Court’s decision.
On October 29, 2021, the European Commission adopted an order imposing interim measures (the Initial Interim Measures Order). As the Initial Interim Measures Order was set to expire on November 3, 2022, the European Commission adopted a new order imposing interim measures (the New Interim Measures Order) on October 28, 2022. On December 1, 2021, we filed an action with the EU General Court asking for annulment of the Initial Interim Measures Order. The hearing of that application has been stayed pending our appeal of the judgment of the EU General Court regarding the European Commission’s assertion of jurisdiction. On January 10, 2023, we filed an action with the EU General Court asking for annulment of the New Interim Measures Order. On January 20, 2023, the European Commission requested that these proceedings be stayed pending our appeal on jurisdiction. We submitted a filing indicating that we had no objections to the European Commission’s request, and the EU General Court stayed the proceedings on February 21, 2023.
On September 6, 2022, the European Commission announced that it had completed its Phase II review of the acquisition of GRAIL and adopted a final decision (the Prohibition Decision), which found that, in its view, our acquisition of GRAIL was incompatible with the internal market in Europe because it results in a significant impediment to effective competition. On November 17, 2022, we filed an action with the EU General Court asking for annulment of the Prohibition Decision.
On October 12, 2023, the European Commission adopted a decision requiring us to (among other things) divest GRAIL, and replacing the interim measures set forth in the New Interim Measures Order with substantially equivalent transitional measures (the EC Divestment Decision). We intend to appeal the EC Divestment Decision.
On July 12, 2023, the European Commission adopted a final decision finding that we breached the EU Merger Regulation by, in its view, acquiring the possibility to exert decisive influence over GRAIL and exerting such influence during the pendency of the European Commission’s review (the Article 14(2)(b) Decision). The European Commission therefore imposed a fine pursuant to Article 14(2)(b) of the EU Merger Regulation of approximately €432 million, representing the maximum fine of 10% of our consolidated annual revenues for fiscal year 2022. We provided guarantees in October 2023 to satisfy the obligation in lieu of cash payment while we appeal the European Commission’s jurisdictional decision and fine decision. The fine is accruing interest at a rate of 5.5% per annum,
beginning in October 2023, while it is outstanding. As of October 1, 2023, we accrued $458 million, including related foreign currency gains (which were recorded in other expense, net), included in accrued liabilities. We appealed the Article 14(2)(b) Decision on September 26, 2023.
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.
Derivative and Class Action Complaint
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. Prior to 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. We deny the allegations in the complaint and intend to vigorously defend the litigation. In light of the fact that the lawsuit is in an early stage, we cannot predict the ultimate outcome of the suit.
v3.23.3
Income Taxes
 9 Months Ended
Oct. 01, 2023
Income Tax Disclosure [Abstract]  
Income Taxes
8. INCOME TAXES
Our effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in tax jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses and other permanent differences between income before income taxes and taxable income.
Our effective tax rates for Q3 2023 and YTD 2023 were 3.6% and (3.8)%, respectively, compared to (4.0)% and (2.3)% in Q3 2022 and YTD 2022, respectively. The variance from the U.S. federal statutory tax rate of 21% in Q3 2023 and YTD 2023 was primarily attributable to the $149 million income tax expense impact from the impairment of goodwill, which is nondeductible for tax purposes, the $20 million and $84 million income tax expense impact of research and development expense capitalization for tax purposes, respectively, and the $38 million and $63 million income tax expense impact of GRAIL pre-acquisition net operating losses on global intangible low-taxed income (GILTI) and the utilization of U.S. foreign tax credits, respectively. This was partially offset by the mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore.

Historically, we calculated the provision/(benefit) for income taxes for interim periods utilizing an estimated annual effective tax rate applied to the income/(loss) for the reporting period, except in Q2 2023 when a year-to-date effective tax rate method was utilized. We determined the estimated annual effective tax rate method would provide a more reliable estimate of the provision for income taxes for Q3 2023 and YTD 2023, since minor changes in the estimated income/(loss) before income taxes would not result in significant changes in the estimated annual effective tax rate.
As of October 1, 2023 and January 1, 2023, prepaid income taxes, included within prepaid expenses and other current assets on the condensed consolidated balance sheets, were $78 million and $116 million, respectively.
v3.23.3
Segment Information
 9 Months Ended
Oct. 01, 2023
Segment Reporting [Abstract]  
Segment Information
9. SEGMENT INFORMATION
We have two reportable segments, Core Illumina and GRAIL. We report segment information based on the management approach, which designates the internal reporting used by the Chief Operating Decision Maker (CODM) for making decisions and assessing performance as the source of our reportable segments. The CODM allocates resources and assesses the performance of each operating segment using information about its revenue and income (loss) from operations. Our CODM does not evaluate our operating segments using discrete asset information. We do not allocate expenses between segments. Core Illumina sells products and provides services to GRAIL, and vice versa, in accordance with contractual agreements between the entities.
Core Illumina: Core Illumina’s products and services serve customers in the research, clinical and applied markets, and enable the adoption of a variety of genomic solutions. Core Illumina includes all of our operations, excluding the results of GRAIL.
GRAIL: GRAIL is a healthcare company focused on early detection of multiple cancers.
In millionsQ3 2023Q3 2022YTD 2023YTD 2022
Revenue:
Core Illumina$1,106 $1,110 $3,341 $3,487 
GRAIL21 10 62 32 
Eliminations(8)(5)(21)(18)
Consolidated revenue$1,119 $1,115 $3,382 $3,501 
Income (loss) from operations:
Core Illumina$262 $445 $519 $411 
GRAIL(1,015)(4,101)(1,424)(4,460)
Eliminations(1)(1)— (3)
Consolidated loss from operations$(754)$(3,657)$(905)$(4,052)
Total other expense, net primarily relates to Core Illumina and we do not allocate income taxes to our segments.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Jul. 02, 2023
Apr. 02, 2023
Jan. 01, 2023
Oct. 02, 2022
Jul. 03, 2022
Apr. 03, 2022
Oct. 01, 2023
Oct. 02, 2022
Pay vs Performance Disclosure                  
Net loss $ (754) $ (234) $ 3 $ (139) $ (3,816) $ (535) $ 86 $ (986) $ (4,265)
v3.23.3
Insider Trading Arrangements
 3 Months Ended 9 Months Ended
Oct. 01, 2023
shares
Oct. 01, 2023
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
ADOPTIONS, MODIFICATIONS OR TERMINATIONS OF TRADING PLANS
During the quarterly period ended October 1, 2023, the following directors and officers adopted, modified or terminated 10b5-1 plans:
•On September 26, 2023, Phil Febbo, our former Chief Medical Officer, terminated a trading arrangement he had previously adopted with respect to the sale of securities of the Company’s common stock (a “Rule 10b5-1 Trading Arrangement”) in connection with his departure from the Company. Mr. Febbo’s Rule 10b5-1 Trading Arrangement was adopted on May 30, 2023, had a termination date of December 31, 2024, and provided for the sale of up to 9,294 shares of common stock pursuant to the terms of the plan.
Rule 10b5-1 Arrangement Adopted true  
Non-Rule 10b5-1 Arrangement Adopted false  
Adoption Date May 30, 2023  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
Phil Febbo [Member]    
Trading Arrangements, by Individual    
Name Phil Febbo  
Title Chief Medical Officer  
Arrangement Duration 581 days  
Aggregate Available 9,294 9,294
v3.23.3
Organization and Significant Accounting Policies (Policies)
 9 Months Ended
Oct. 01, 2023
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 2023 and Q3 2022 refer to the three months ended October 1, 2023 and October 2, 2022, respectively, which were both 13 weeks, and references to year-to-date (YTD) 2023 and 2022 refer to the nine months ended October 1, 2023 and October 2, 2022, respectively, which were both 39 weeks.
Loss per Share Basic loss per share is computed based on the weighted average number of common shares outstanding during the period. Diluted 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 consist of shares issuable under convertible senior notes and equity awards. We utilize the if-converted method to calculate the impact of convertible senior notes on diluted loss per share. 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 to twelve months after the manufacture date. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. We periodically review the warranty reserve for adequacy and adjust the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue.
Derivatives We are exposed to foreign exchange rate risks in the normal course of business and use derivative financial instruments to partially offset this exposure. We do not use derivative financial instruments for speculative or trading purposes. Foreign exchange contracts are carried at fair value in other current assets, other assets, accrued liabilities, or other long-term liabilities, as appropriate, on the condensed consolidated balance sheets.
v3.23.3
Organization and Significant Accounting Policies (Tables)
 9 Months Ended
Oct. 01, 2023
Accounting Policies [Abstract]  
Schedule of Calculation of Weighted Average Shares Used to Calculate Basic and Diluted Net (Loss) Income Per Share
The following table presents the weighted average shares used to calculate basic and diluted loss per share:
In millionsQ3 2023Q3 2022YTD 2023YTD 2022
Weighted average shares used in calculating basic loss per share158 157 158 157 
Weighted average shares used in calculating diluted loss per share158 157 158 157 
Antidilutive shares:
Convertible senior notes1 2 1 2 
Equity awards3 2 3 2 
Potentially dilutive shares excluded from calculation due to antidilutive effect4 4 4 4 
v3.23.3
Revenue (Tables)
 9 Months Ended
Oct. 01, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue Revenue by Source
Q3 2023Q3 2022
In millionsSequencingMicroarrayTotalSequencingMicroarrayTotal
Consumables$689 $71 $760 $720 $76 $796 
Instruments178 3 181 162 5 167 
Total product revenue867 74 941 882 81 963 
Service and other revenue162 16 178 133 19 152 
Total revenue$1,029 $90 $1,119 $1,015 $100 $1,115 
YTD 2023YTD 2022
In millionsSequencingMicroarrayTotalSequencingMicroarrayTotal
Consumables$2,108 $219 $2,327 $2,237 $225 $2,462 
Instruments524 13 537 563 14 577 
Total product revenue2,632 232 2,864 2,800 239 3,039 
Service and other revenue456 62 518 390 72 462 
Total revenue$3,088 $294 $3,382 $3,190 $311 $3,501 
Revenue by Geographic Area
Based on region of destination (in millions)Q3 2023
Q3 2022(1)
YTD 2023
YTD 2022(1)
Americas$663 $597 $1,920 $1,885 
Europe260 259 825 819 
Greater China(2)
98 133 302 378 
Asia-Pacific, Middle East, and Africa(3)
98 126 335 419 
Total revenue$1,119 $1,115 $3,382 $3,501 
_____________
(1)We implemented a new global commercial structure in Q1 2023 to improve operating efficiencies and better align with local markets. We integrated Asia-Pacific and Japan with emerging markets across the Middle East, Africa, Turkey, and Commonwealth of Independent States (CIS). Beginning in Q1 2023, and going forward, we will report regional results for the following regions: Americas, Europe, Greater China, and Asia-Pacific, Middle East and Africa (AMEA). Prior period amounts have been reclassified to conform to this new presentation.
(2)Region includes revenue from China, Taiwan, and Hong Kong.
(3)Region includes revenue from Russia and Turkey.
v3.23.3
Investments and Fair Value Measurements (Tables)
 9 Months Ended
Oct. 01, 2023
Fair Value Disclosures [Abstract]  
Schedule of Marketable Securities
Gains and losses recognized in other expense, net on our marketable equity securities were as follows:
In millionsQ3 2023Q3 2022YTD 2023YTD 2022
Net gains (losses) recognized during the period on marketable equity securities
$— $3 $(2)$(66)
Less: Net losses recognized during the period on marketable equity securities sold during the period
— — (2)— 
Net unrealized gains (losses) recognized during the period on marketable equity securities still held at the reporting date
$— $3 $— $(66)
Schedule of Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents the hierarchy for assets and liabilities measured at fair value on a recurring basis:
October 1, 2023January 1, 2023
In millionsLevel 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets:
Money market funds (cash equivalents)$646 $— $— $646 $1,642 $— $— $1,642 
Marketable equity securities6 — — 6 26 — — 26 
Helix contingent value right— — 66 66 — — 58 58 
Deferred compensation plan assets— 57 — 57 — 52 — 52 
Total assets measured at fair value$652 $57 $66 $775 $1,668 $52 $58 $1,778 
Liabilities:
Contingent consideration liabilities$— $— $330 $330 $— $— $412 $412 
Deferred compensation plan liability— 54 — 54 — 51 — 51 
Total liabilities measured at fair value$— $54 $330 $384 $— $51 $412 $463 
Schedule of Changes in Estimated Fair Value of Acquisition Related Contingent Consideration Liabilities
Changes in the estimated fair value of our contingent consideration liabilities during YTD 2023 were as follows:
In millions
Balance as of January 1, 2023$412 
Change in estimated fair value(82)
Balance as of October 1, 2023$330 
v3.23.3
Debt (Tables)
 9 Months Ended
Oct. 01, 2023
Debt Disclosure [Abstract]  
Schedule of Debt Obligations Summary of Term Debt Obligations
In millionsOctober 1,
2023		January 1,
2023
Principal amount of 2031 Term Notes outstanding$500 $500 
Principal amount of 2027 Term Notes outstanding500 500 
Principal amount of 2025 Term Notes outstanding500 500 
Principal amount of 2023 Term Notes outstanding— 500 
Unamortized discounts and debt issuance costs(11)(13)
Net carrying amount of term notes1,489 1,987 
Less: current portion— (500)
Term notes, non-current$1,489 $1,487 
Fair value of term notes outstanding (Level 2)$1,375 $1,913 
v3.23.3
Stockholders’ Equity (Tables)
 9 Months Ended
Oct. 01, 2023
Equity [Abstract]  
Schedule of Restricted Stock Activity and Related Information, Restricted Stock
Restricted stock activity was as follows:
Restricted
Stock Units
(RSU)
Performance
Stock Units
(PSU)(1)
Weighted-Average Grant Date Fair Value per Share
Units in thousandsRSUPSU
Outstanding at January 1, 20231,611 74 $311.23 $446.74 
Awarded2,000 62 $197.09 $245.08 
Vested(118)— $296.25 $— 
Cancelled(411)(96)$255.53 $300.09 
Outstanding at October 1, 20233,082 40 $245.37 $198.25 
_____________
(1)The number of units reflect the estimated number of shares to be issued at the end of the performance period. For market-based 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
Stock Units
(RSU)
Performance
Stock Units
(PSU)(1)
Weighted-Average Grant Date Fair Value per Share
Units in thousandsRSUPSU
Outstanding at January 1, 20231,611 74 $311.23 $446.74 
Awarded2,000 62 $197.09 $245.08 
Vested(118)— $296.25 $— 
Cancelled(411)(96)$255.53 $300.09 
Outstanding at October 1, 20233,082 40 $245.37 $198.25 
_____________
(1)The number of units reflect the estimated number of shares to be issued at the end of the performance period. For market-based 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 thousandsOptionsWeighted-Average
Exercise Price
Performance Options(1)
Weighted-Average
Exercise Price
Outstanding at January 1, 2023187 $319.72 17 $85.54 
Exercised(8)$71.09 (1)$16.69 
Cancelled(135)$330.25 — $— 
Outstanding at October 1, 202344 $330.25 16 $87.74 
Exercisable at October 1, 202318 $330.25 — $— 
_____________
(1)The number of units reflect awards that have been granted and for which it is assumed to be probable that the underlying performance goals will be achieved.
Schedule of Share-based Payment Arrangement, Liability - Classified Awards, Activity
Cash-based equity incentive award activity was as follows:
In millions
Outstanding at January 1, 2023$293 
Granted116 
Vested and paid in cash(65)
Cancelled(28)
Change in fair value(8)
Outstanding at October 1, 2023$308 
Estimated liability as of October 1, 2023 (included in accrued liabilities)
$42 
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 2023 were as follows:
Risk-free interest rate
0.78% - 5.54%
Expected volatility
41% - 51%
Expected term
0.5 - 1.1 year
Expected dividends0 %
Weighted-average grant-date fair value per share$49.87 
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 millionsQ3 2023Q3 2022YTD 2023YTD 2022
Cost of product revenue$7 $7 $22 $20 
Cost of service and other revenue2 2 5 4 
Research and development36 37 117 112 
Selling, general and administrative41 37 142 130 
Share-based compensation expense, before taxes86 83 286 266 
Related income tax benefits(19)(18)(65)(60)
Share-based compensation expense, net of taxes$67 $65 $221 $206 
v3.23.3
Supplemental Balance Sheet Details (Tables)
 9 Months Ended
Oct. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Accounts Receivable Accounts Receivable
In millionsOctober 1,
2023		January 1,
2023
Trade accounts receivable, gross$696 $675 
Allowance for credit losses(6)(4)
Total accounts receivable, net$690 $671 
Schedule of Inventory
Inventory
In millionsOctober 1,
2023		January 1,
2023
Raw materials$278 $247 
Work in process423 386 
Finished goods35 28 
Inventory, gross736 661 
Inventory reserve(121)(93)
Total inventory, net$615 $568 
Schedule of Accrued Liabilities
Accrued Liabilities
In millionsOctober 1,
2023		January 1,
2023
Legal contingencies(1)
$458 $473 
Contract liabilities, current portion242 245 
Accrued compensation expenses
195 188 
Accrued taxes payable65 97 
Operating lease liabilities, current portion85 76 
Liability-classified equity incentive awards42 36 
Other, including warranties(2)
155 117 
Total accrued liabilities$1,242 $1,232 
_____________
(1)See note “7. Legal Proceedings” for additional details.
(2)See table below for changes in the reserve for product warranties.
Schedule of Changes in Reserve for Product Warranties
Changes in the reserve for product warranties were as follows:
In millionsQ3 2023Q3 2022YTD 2023YTD 2022
Balance at beginning of period$20 $21 $18 $22 
Additions charged to cost of product revenue10 5 30 17 
Repairs and replacements(11)(7)(29)(20)
Balance at end of period$19 $19 $19 $19 
Schedule Of Restructuring and Related Costs
A summary of the pre-tax restructuring charges are as follows:

In millionsQ3 2023YTD 2023
Employee separation costs$7 $33 
Asset impairment charges (1)
49 56 
Other costs2 2 
Total restructuring charges (2)
$58 $91 
_____________
(1)Primarily related to impairment of right-of-use assets and leasehold improvements for our i3 campus in San Diego, California.
(2)For Q3 2023, $55 million was recorded in SG&A expense, $2 million in R&D expense, with the remainder recorded in cost of revenue.
For YTD 2023 $74 million was recorded in SG&A expense, $13 million in R&D expense, with the remainder recorded in cost of revenue.
A summary of the restructuring liability is as follows:

In millions
Employee Separation Costs (1)
Other CostsTotal
Expense recorded in YTD 2023
$33 $2 $35 
Cash paid during YTD 2023
(30)(1)(31)
Amount recorded in accrued liabilities as of October 1, 2023
$3 $1 $4 
Estimated total restructuring costs to still be incurred$2 $— $2 
_____________
(1)It is expected that substantially all of the employee separation related restructuring charges will be incurred and paid by the end of 2023.
Schedule of Goodwill and Intangible Assets
Changes to goodwill during YTD 2023 were as follows:
In millions
Balance as of January 1, 2023 (1)
$3,239 
Impairment
(712)
Balance as of October 1, 2023$2,527 
_____________
(1)The balance as of January 1, 2023 is inclusive of a $3,914 million goodwill impairment related to our GRAIL reporting unit in Q3 2022.
v3.23.3
Segment Information (Tables)
 9 Months Ended
Oct. 01, 2023
Segment Reporting [Abstract]  
Schedule of Operating Performance and Assets by Segment
In millionsQ3 2023Q3 2022YTD 2023YTD 2022
Revenue:
Core Illumina$1,106 $1,110 $3,341 $3,487 
GRAIL21 10 62 32 
Eliminations(8)(5)(21)(18)
Consolidated revenue$1,119 $1,115 $3,382 $3,501 
Income (loss) from operations:
Core Illumina$262 $445 $519 $411 
GRAIL(1,015)(4,101)(1,424)(4,460)
Eliminations(1)(1)— (3)
Consolidated loss from operations$(754)$(3,657)$(905)$(4,052)
Total other expense, net primarily relates to Core Illumina and we do not allocate income taxes to our segments.
v3.23.3
Organization and Significant Accounting Policies - Summary of Calculation of Weighted Average Shares used to Calculate Basic and Diluted Earnings Per Share (Details) - shares
shares in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Weighted average shares used to calculate basic and diluted earnings per share        
Weighted average shares used in calculating basic loss per share (in shares) 158 157 158 157
Weighted average shares used in calculating diluted loss per share (in shares) 158 157 158 157
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive shares excluded from calculation due to antidilutive effect (in shares) 4 4 4 4
Convertible senior notes        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive shares excluded from calculation due to antidilutive effect (in shares) 1 2 1 2
Equity awards        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive shares excluded from calculation due to antidilutive effect (in shares) 3 2 3 2
v3.23.3
Revenue - Disaggregation of Revenue (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Disaggregation of Revenue [Line Items]        
Consolidated revenue $ 1,119 $ 1,115 $ 3,382 $ 3,501
Americas        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 663 597 1,920 1,885
Europe        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 260 259 825 819
Greater China        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 98 133 302 378
Asia-Pacific, Middle East, and Africa        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 98 126 335 419
Total product revenue        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 941 963 2,864 3,039
Consumables        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 760 796 2,327 2,462
Instruments        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 181 167 537 577
Service and other revenue        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 178 152 518 462
Sequencing        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 1,029 1,015 3,088 3,190
Sequencing | Total product revenue        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 867 882 2,632 2,800
Sequencing | Consumables        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 689 720 2,108 2,237
Sequencing | Instruments        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 178 162 524 563
Sequencing | Service and other revenue        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 162 133 456 390
Microarray        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 90 100 294 311
Microarray | Total product revenue        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 74 81 232 239
Microarray | Consumables        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 71 76 219 225
Microarray | Instruments        
Disaggregation of Revenue [Line Items]        
Consolidated revenue 3 5 13 14
Microarray | Service and other revenue        
Disaggregation of Revenue [Line Items]        
Consolidated revenue $ 16 $ 19 $ 62 $ 72
v3.23.3
Revenue - Performance Obligation (Details)
$ in Millions
 9 Months Ended
Oct. 01, 2023
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Remaining performance obligation $ 743
Minimum  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Product or service delivery period (in months) 3 months
Maximum  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Product or service delivery period (in months) 6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-02  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Percent of remaining performance obligation (as a percent) 83.00%
Expected timing of remaining performance obligation (in months) 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Percent of remaining performance obligation (as a percent) 10.00%
Expected timing of remaining performance obligation (in months) 12 months
v3.23.3
Revenue - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 01, 2023
Jan. 01, 2023
Revenue from Contract with Customer [Abstract]      
Contract asset $ 19 $ 19 $ 17
Contract with customer, liability 315 315 308
Contract liabilities, current portion 242 242 $ 245
Revenue recognized $ 43 $ 206  
v3.23.3
Investments and Fair Value Measurements - Narrative (Details)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended
Aug. 18, 2021
USD ($)
Apr. 30, 2019
Oct. 01, 2023
USD ($)
Jul. 02, 2023
USD ($)
Apr. 02, 2023
USD ($)
Jan. 01, 2023
USD ($)
Oct. 02, 2022
USD ($)
Jul. 03, 2022
USD ($)
Apr. 03, 2022
USD ($)
Jan. 02, 2022
USD ($)
Oct. 01, 2023
USD ($)
fund
Oct. 02, 2022
USD ($)
Schedule of Investments [Line Items]                        
Marketable equity securities     $ 6,000     $ 26,000         $ 6,000  
Strategic equity investments, without readily determinable fair values     28,000     28,000         28,000  
Total revenue     1,119,000       $ 1,115,000       3,382,000 $ 3,501,000
(Gain) loss on Helix contingent value right                     8,000 (8,000)
Accumulated other comprehensive income     21,000     3,000         21,000  
GRAIL Inc                        
Schedule of Investments [Line Items]                        
Contingent value right, terms (in years) 12 years                      
Covered revenues of GRAIL, contingent consideration liability       $ 65,000 $ 65,000 65,000   $ 32,000 $ 32,000 $ 32,000    
Payment for contingent consideration                     609 297
Contingent consideration liabilities     330,000     412,000         330,000  
Contingent consideration, noncurrent     329,000     411,000         329,000  
GRAIL Inc | Payment Rights Of One Billion, Each Twelve Years                        
Schedule of Investments [Line Items]                        
Contingent payment rights (as a percent) 2.50%                      
Business acquisition, contingent value rights, revenue threshold $ 1,000,000                      
GRAIL Inc | Payment Rights Of Above One Billion, Each Twelve Years                        
Schedule of Investments [Line Items]                        
Business acquisition, contingent value rights, revenue threshold $ 1,000,000                      
Contingent payment rights, second percentage (as a percent) 9.00%                      
Helix Holdings I, LLC                        
Schedule of Investments [Line Items]                        
Contingent value right, terms (in years)   7 years                    
(Gain) loss on Helix contingent value right     (5,000)       (5,000)       $ 8,000 (8,000)
Venture Capital Investment Fund (the Fund)                        
Schedule of Investments [Line Items]                        
Number of venture capital investment funds | fund                     2  
Equity method investments     165,000     $ 183,000         $ 165,000  
Unrealized (loss) gain on investments     (19,000)       (5,000)       (33,000) (11,000)
Venture Capital Investment Fund (the Fund), One                        
Schedule of Investments [Line Items]                        
Commitment in new venture capital investment fund     100,000               100,000  
Remaining capital commitment     5,000               5,000  
Venture Capital Investment Fund (the Fund), Two                        
Schedule of Investments [Line Items]                        
Commitment in new venture capital investment fund     150,000               150,000  
Remaining capital commitment     74,000               74,000  
Investee                        
Schedule of Investments [Line Items]                        
Total revenue     $ 2,000       $ 27,000       $ 68,000 $ 83,000
v3.23.3
Investments and Fair Value Measurements - Schedule of Marketable Equity Securities (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Fair Value Disclosures [Abstract]        
Net gains (losses) recognized during the period on marketable equity securities $ 0 $ 3 $ (2) $ (66)
Less: Net losses recognized during the period on marketable equity securities sold during the period 0 0 (2) 0
Net unrealized gains (losses) recognized during the period on marketable equity securities still held at the reporting date $ 0 $ 3 $ 0 $ (66)
v3.23.3
Investments and Fair Value Measurements - Fair Value Hierarchy of Assets and Liabilities (Details) - USD ($)
$ in Millions
Oct. 01, 2023
Jan. 01, 2023
Assets:    
Marketable equity securities $ 6 $ 26
Fair Value, Measurements, Recurring    
Assets:    
Money market funds (cash equivalents) 646 1,642
Marketable equity securities 6 26
Helix contingent value right 66 58
Deferred compensation plan assets 57 52
Total assets measured at fair value 775 1,778
Liabilities:    
Contingent consideration liabilities 330 412
Deferred compensation plan liability 54 51
Total liabilities measured at fair value 384 463
Fair Value, Measurements, Recurring | Level 1    
Assets:    
Money market funds (cash equivalents) 646 1,642
Marketable equity securities 6 26
Helix contingent value right 0 0
Deferred compensation plan assets 0 0
Total assets measured at fair value 652 1,668
Liabilities:    
Contingent consideration liabilities 0 0
Deferred compensation plan liability 0 0
Total liabilities measured at fair value 0 0
Fair Value, Measurements, Recurring | Level 2    
Assets:    
Money market funds (cash equivalents) 0 0
Marketable equity securities 0 0
Helix contingent value right 0 0
Deferred compensation plan assets 57 52
Total assets measured at fair value 57 52
Liabilities:    
Contingent consideration liabilities 0 0
Deferred compensation plan liability 54 51
Total liabilities measured at fair value 54 51
Fair Value, Measurements, Recurring | Level 3    
Assets:    
Money market funds (cash equivalents) 0 0
Marketable equity securities 0 0
Helix contingent value right 66 58
Deferred compensation plan assets 0 0
Total assets measured at fair value 66 58
Liabilities:    
Contingent consideration liabilities 330 412
Deferred compensation plan liability 0 0
Total liabilities measured at fair value $ 330 $ 412
v3.23.3
Investments and Fair Value Measurements - Changes in Estimated Fair Value of Acquisition Related Contingent Consideration Liabilities (Details) - Business Combination Contingent Consideration Liability
$ in Millions
 9 Months Ended
Oct. 01, 2023
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]  
Beginning balance $ 412
Change in estimated fair value (82)
Ending balance $ 330
v3.23.3
Debt - Summary of Term Debt Obligations (Details) - Term Notes - USD ($)
Oct. 01, 2023
Jan. 01, 2023
Dec. 13, 2022
Mar. 23, 2021
Debt Instrument [Line Items]        
Unamortized discounts and debt issuance costs $ (11,000,000) $ (13,000,000)    
Net carrying amount of term notes 1,489,000,000 1,987,000,000    
Less: current portion 0 (500,000,000)    
Term notes, non-current 1,489,000,000 1,487,000,000    
Level 2        
Debt Instrument [Line Items]        
Fair value of term notes outstanding (Level 2) 1,375,000,000 1,913,000,000    
2031 Term Notes        
Debt Instrument [Line Items]        
Principal amount outstanding 500,000,000 500,000,000   $ 500,000,000
2027 Term Notes        
Debt Instrument [Line Items]        
Principal amount outstanding 500,000,000 500,000,000 $ 500,000,000  
2025 Term Notes        
Debt Instrument [Line Items]        
Principal amount outstanding 500,000,000 500,000,000 $ 500,000,000  
2023 Term Notes        
Debt Instrument [Line Items]        
Principal amount outstanding $ 0 $ 500,000,000   $ 500,000,000
v3.23.3
Debt - Narrative (Details)
 1 Months Ended 3 Months Ended 9 Months Ended
Jan. 04, 2023
USD ($)
consecutive_fiscal_quarter
one_year_extension
Aug. 31, 2018
USD ($)
Oct. 01, 2023
USD ($)
Oct. 02, 2022
USD ($)
Oct. 01, 2023
USD ($)
Oct. 02, 2022
USD ($)
Jan. 01, 2023
USD ($)
Dec. 13, 2022
USD ($)
Mar. 23, 2021
USD ($)
Term Notes                  
Debt Instrument [Line Items]                  
Interest expense recognized     $ 18,000,000 $ 4,000,000 $ 55,000,000 $ 13,000,000      
Redemption price (as a percent)         100.00%        
2023 Term Notes | Term Notes                  
Debt Instrument [Line Items]                  
Stated rate (as a percent)                 0.55%
Principal amount outstanding     0   $ 0   $ 500,000,000   $ 500,000,000
2031 Term Notes | Term Notes                  
Debt Instrument [Line Items]                  
Stated rate (as a percent)                 2.55%
Principal amount outstanding     500,000,000   500,000,000   500,000,000   $ 500,000,000
2025 Term Notes | Term Notes                  
Debt Instrument [Line Items]                  
Stated rate (as a percent)               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 (as a percent)               5.75%  
Principal amount outstanding     $ 500,000,000   $ 500,000,000   $ 500,000,000 $ 500,000,000  
2023 Convertible Notes | Convertible Senior Notes                  
Debt Instrument [Line Items]                  
Stated rate (as a percent)     0.00%   0.00%        
Principal amount outstanding   $ 750,000,000              
Debt conversion ratio   0.0021845              
The Credit Agreement | Line of Credit | Revolving Credit Facility                  
Debt Instrument [Line Items]                  
Maximum borrowing capacity $ 750,000,000                
The Credit Agreement | Line of Credit | Swingline Borrowings                  
Debt Instrument [Line Items]                  
Maximum borrowing capacity $ 40,000,000                
Number of one year extension, credit facility | one_year_extension 2                
One year extension, credit facility 1 year                
Debt instrument term (in years) 5 years                
The Credit Agreement | Line of Credit | Letter of Credit                  
Debt Instrument [Line Items]                  
Maximum borrowing capacity $ 50,000,000                
The Credit Agreement | Unsecured Debt                  
Debt Instrument [Line Items]                  
Debt instrument, face amount, optional increase in additional borrowings $ 250,000,000                
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 4.00                
Number of consecutive fiscal quarters, minimum debt to EBITDA ratio upon consummation of acquisition | consecutive_fiscal_quarter 3                
The Credit Agreement | Unsecured Debt | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate                  
Debt Instrument [Line Items]                  
Credit spread adjustment rate (as a percent) 0.10%                
v3.23.3
Debt - Summary of Convertible Debt Obligations (Details) - 2023 Convertible Notes - Convertible Senior Notes - USD ($)
Oct. 01, 2023
Aug. 31, 2018
Debt Instrument [Line Items]    
Stated rate (as a percent) 0.00%  
Principal amount outstanding   $ 750,000,000
v3.23.3
Stockholders’ Equity - Narrative (Details)
shares in Thousands
 9 Months Ended
Oct. 01, 2023
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Additional shares authorized 8,000
Liability-Classified RSU  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Shares outstanding 557,000
Market-Based PSU  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Share based compensation vesting performance period (in years) 3 years
Granted award (as a percent) 175.00%
Granted (in shares) 119
2015 Stock Plan  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Shares available for issuance (in shares) 8,200
v3.23.3
Stockholders’ Equity - Summary of Restricted Stock Activity and Related Information (Details)
shares in Thousands
 9 Months Ended
Oct. 01, 2023
$ / shares
shares
Restricted Stock Units (RSUs)  
Stock Units  
Outstanding at period start (in shares) | shares 1,611,000
Awarded (in shares) | shares 2,000,000
Vested (in shares) | shares (118,000)
Cancelled (in shares) | shares (411,000)
Outstanding at period end (in shares) | shares 3,082,000
Weighted-Average Grant Date Fair Value per Share  
Outstanding at period start (in dollars per share) | $ / shares $ 311.23
Awarded (in dollars per share) | $ / shares 197.09
Vested (in dollars per share) | $ / shares 296.25
Cancelled (in dollars per share) | $ / shares 255.53
Outstanding at period end (in dollars per share) | $ / shares $ 245.37
Performance Stock Units (PSU)  
Stock Units  
Outstanding at period start (in shares) | shares 74
Awarded (in shares) | shares 62
Vested (in shares) | shares 0
Cancelled (in shares) | shares (96)
Outstanding at period end (in shares) | shares 40
Weighted-Average Grant Date Fair Value per Share  
Outstanding at period start (in dollars per share) | $ / shares $ 446.74
Awarded (in dollars per share) | $ / shares 245.08
Vested (in dollars per share) | $ / shares 0
Cancelled (in dollars per share) | $ / shares 300.09
Outstanding at period end (in dollars per share) | $ / shares $ 198.25
v3.23.3
Stockholders’ Equity - Summary of Stock Option Activity Under all Stock Option Plans (Details)
shares in Thousands
 9 Months Ended
Oct. 01, 2023
$ / shares
shares
Options  
Options  
Outstanding at period start (in shares) | shares 187
Exercised (in shares) | shares (8)
Cancelled (in shares) | shares (135)
Outstanding at period end (in shares) | shares 44
Exercisable at period end (in shares) | shares 18
Weighted-Average Exercise Price  
Outstanding at period start (in dollars per share) | $ / shares $ 319.72
Exercised (in dollars per share) | $ / shares 71.09
Cancelled (in dollars per share) | $ / shares 330.25
Outstanding at period end (in dollars per share) | $ / shares 330.25
Exercisable at period end (in dollars per share) | $ / shares $ 330.25
Performance stock options  
Options  
Outstanding at period start (in shares) | shares 17
Exercised (in shares) | shares (1)
Cancelled (in shares) | shares 0
Outstanding at period end (in shares) | shares 16
Exercisable at period end (in shares) | shares 0
Weighted-Average Exercise Price  
Outstanding at period start (in dollars per share) | $ / shares $ 85.54
Exercised (in dollars per share) | $ / shares 16.69
Cancelled (in dollars per share) | $ / shares 0
Outstanding at period end (in dollars per share) | $ / shares 87.74
Exercisable at period end (in dollars per share) | $ / shares $ 0
v3.23.3
Stockholders’ Equity - Narrative - Other Liability - Classified Awards (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense before taxes $ 86 $ 83 $ 286 $ 266
Unrecognized compensation cost 582   $ 582  
Weighted-average period of unrecognized compensation cost (in years)     2 years 4 months 24 days  
Liability-Based Awards        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share based compensation vesting performance period (in years)     4 years  
Share-based compensation expense before taxes 26 $ 17 $ 72 $ 46
Unrecognized compensation cost 266   $ 266  
Weighted-average period of unrecognized compensation cost (in years)     2 years 9 months 18 days  
Aggregated potential value $ 78   $ 78  
v3.23.3
Stockholders’ Equity - Other Liability - Classified Awards (Details) - USD ($)
$ in Millions
 9 Months Ended
Oct. 01, 2023
Jan. 01, 2023
Share-Based Compensation Arrangement By Share-Based Payment Award Liability-Classified Awards, Outstanding [Roll Forward]    
Liability-classified equity incentive awards $ 42 $ 36
Liability-Based Awards    
Share-Based Compensation Arrangement By Share-Based Payment Award Liability-Classified Awards, Outstanding [Roll Forward]    
Estimated liability, Beginning balance 293  
Granted 116  
Vested and paid in cash (65)  
Cancelled (28)  
Change in fair value (8)  
Estimated liability, Ending balance 308  
Liability-classified equity incentive awards $ 42  
v3.23.3
Stockholders’ Equity - Narrative - Employee Stock Purchase Plan (Details) - ESPP - Employee Stock
shares in Millions
 9 Months Ended
Oct. 01, 2023
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Specified percentage of the fair market value of the common stock on the first or last day of the offering period whichever is lower at which stock is purchased (as a percent) 85.00%
Total shares issued under the ESPP (in shares) 0.4
Shares available for issuance (in shares) 12.4
v3.23.3
Stockholders’ Equity- Summary of Assumptions Used to Estimate the Weighted Average Fair Value Per Share (Details) - Employee Stock
 9 Months Ended
Oct. 01, 2023
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Risk free interest rate minimum (as a percent) 0.78%
Risk free interest rate maximum (as a percent) 5.54%
Expected volatility, minimum (as a percent) 41.00%
Expected volatility, maximum (as a percent) 51.00%
Expected dividends 0.00%
Weighted-average fair value per share (in dollars per share) $ 49.87
Minimum  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Expected term (in years) 6 months
Maximum  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Expected term (in years) 1 year 1 month 6 days
v3.23.3
Stockholders’ Equity - Narrative - Share Repurchases (Details) - Common Stock - USD ($)
 9 Months Ended
Oct. 01, 2023
Feb. 05, 2020
Class of Stock [Line Items]    
Repurchased common stock (in shares) 0  
Dollar amount remaining in authorized stock repurchase program $ 15,000,000  
Stock repurchase program, authorized amount   $ 750,000,000
v3.23.3
Stockholders’ Equity - Summary of Share-based Compensation Expense for all Stock Awards (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense before taxes $ 86 $ 83 $ 286 $ 266
Related income tax benefits (19) (18) (65) (60)
Share-based compensation expense, net of taxes 67 65 221 206
Cost of product revenue        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense before taxes 7 7 22 20
Cost of service and other revenue        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense before taxes 2 2 5 4
Research and development        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense before taxes 36 37 117 112
Selling, general and administrative        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense before taxes $ 41 $ 37 $ 142 $ 130
v3.23.3
Supplemental Balance Sheet Details - Schedule of Accounts Receivable (Details) - USD ($)
$ in Millions
Oct. 01, 2023
Jan. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Trade accounts receivable, gross $ 696 $ 675
Allowance for credit losses (6) (4)
Total accounts receivable, net $ 690 $ 671
v3.23.3
Supplemental Balance Sheet Details - Summary of Inventory (Details) - USD ($)
$ in Millions
Oct. 01, 2023
Jan. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Raw materials $ 278 $ 247
Work in process 423 386
Finished goods 35 28
Inventory, gross 736 661
Inventory reserve (121) (93)
Total inventory, net $ 615 $ 568
v3.23.3
Supplemental Balance Sheet Details - Summary of Accrued Liabilities (Details) - USD ($)
$ in Millions
Oct. 01, 2023
Jan. 01, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Legal contingencies $ 458 $ 473
Contract liabilities, current portion 242 245
Accrued compensation expenses 195 188
Accrued taxes payable 65 97
Operating lease liabilities, current portion 85 76
Liability-classified equity incentive awards 42 36
Other, including warranties 155 117
Total accrued liabilities $ 1,242 $ 1,232
v3.23.3
Supplemental Balance Sheet Details - Summary of Changes in Reserve for Product Warranties (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Reserve for product warranties [Roll Forward]        
Balance at beginning of period $ 20 $ 21 $ 18 $ 22
Additions charged to cost of product revenue 10 5 30 17
Repairs and replacements (11) (7) (29) (20)
Balance at end of period $ 19 $ 19 $ 19 $ 19
v3.23.3
Supplemental Balance Sheet Details - Pre-Tax Restructuring Charge (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 01, 2023
Restructuring Cost and Reserve [Line Items]    
Total restructuring charges $ 58 $ 91
Selling, general and administrative    
Restructuring Cost and Reserve [Line Items]    
Total restructuring charges 55 74
Research and development    
Restructuring Cost and Reserve [Line Items]    
Total restructuring charges 2 13
Employee separation costs    
Restructuring Cost and Reserve [Line Items]    
Total restructuring charges 7 33
Asset impairment charges    
Restructuring Cost and Reserve [Line Items]    
Total restructuring charges 49 56
Other Costs    
Restructuring Cost and Reserve [Line Items]    
Total restructuring charges $ 2 $ 2
v3.23.3
Supplemental Balance Sheet Details - Narrative - Restructuring (Details)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
USD ($)
Oct. 01, 2023
USD ($)
Restructuring Cost and Reserve [Line Items]    
Right-of-use asset impairment $ 33 $ 38
CALIFORNIA    
Restructuring Cost and Reserve [Line Items]    
Right-of-use assets and leasehold improvements 182 182
Leasehold improvements    
Restructuring Cost and Reserve [Line Items]    
Right-of-use asset impairment $ 14 $ 16
v3.23.3
Supplemental Balance Sheet Details - Pre-Tax Charges and Total Costs (Details)
$ in Millions
 9 Months Ended
Oct. 01, 2023
USD ($)
Restructuring Cost and Reserve [Line Items]  
Expense recorded in YTD 2023 $ 35
Cash paid during YTD 2023 (31)
Amount recorded in accrued liabilities as of October 1, 2023 4
Estimated total restructuring costs to still be incurred 2
Employee separation costs  
Restructuring Cost and Reserve [Line Items]  
Expense recorded in YTD 2023 33
Cash paid during YTD 2023 (30)
Amount recorded in accrued liabilities as of October 1, 2023 3
Estimated total restructuring costs to still be incurred 2
Other Costs  
Restructuring Cost and Reserve [Line Items]  
Expense recorded in YTD 2023 2
Cash paid during YTD 2023 (1)
Amount recorded in accrued liabilities as of October 1, 2023 1
Estimated total restructuring costs to still be incurred $ 0
v3.23.3
Supplemental Balance Sheet Details - Narrative - Warranties (Details)
 9 Months Ended
Oct. 01, 2023
Instruments  
Product Warranty Liability [Line Items]  
Warranty period (in months) 1 year
Consumables | Minimum  
Product Warranty Liability [Line Items]  
Warranty period (in months) 6 months
Consumables | Maximum  
Product Warranty Liability [Line Items]  
Warranty period (in months) 12 months
v3.23.3
Supplemental Balance Sheet Details - Narrative - Goodwill and Intangible Assets (Details)
$ in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Nov. 06, 2023
Oct. 01, 2023
USD ($)
Jul. 02, 2023
unit
Oct. 02, 2022
USD ($)
Oct. 01, 2023
USD ($)
Oct. 02, 2022
USD ($)
Jan. 01, 2023
USD ($)
Indefinite-lived Intangible Assets [Line Items]              
Number of reporting units | unit     2        
Impairment   $ (821)   $ (3,914) $ (821) $ (3,914)  
Goodwill   2,527     $ 2,527   $ 3,239
Subsequent Event              
Indefinite-lived Intangible Assets [Line Items]              
Decline in share price (in percent) 0.18            
In-process research and development (IPR&D)              
Indefinite-lived Intangible Assets [Line Items]              
Fair value of discount rate (as a percent)         19.00%    
Goodwill fair value recorded impairment   109          
Goodwill carrying value   561     $ 561    
Core Illumina              
Indefinite-lived Intangible Assets [Line Items]              
Fair value in excess of carrying amount (more than)   20,000     20,000    
GRAIL              
Indefinite-lived Intangible Assets [Line Items]              
Impairment       $ (3,914) $ (712)    
Fair value of discount rate (as a percent)         24.00%    
Goodwill   $ 1,466     $ 1,466    
GRAIL | Minimum              
Indefinite-lived Intangible Assets [Line Items]              
Fair value of discount rate (as a percent)         0.50%    
Goodwill impairment loss upon increase in discount rate         $ 200    
GRAIL | Maximum              
Indefinite-lived Intangible Assets [Line Items]              
Fair value of discount rate (as a percent)         1.00%    
Goodwill impairment loss upon increase in discount rate         $ 350    
v3.23.3
Supplemental Balance Sheet Details - Changes to Goodwill (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Indefinite-lived Intangible Assets [Line Items]        
Goodwill and intangible impairment $ 821 $ 3,914 $ 821 $ 3,914
Goodwill [Roll Forward]        
Goodwill, beginning balance     3,239  
Impairment (821) (3,914) (821) $ (3,914)
Goodwill, ending balance 2,527   2,527  
GRAIL        
Indefinite-lived Intangible Assets [Line Items]        
Goodwill and intangible impairment   3,914 712  
Goodwill [Roll Forward]        
Impairment   $ (3,914) (712)  
Goodwill, ending balance $ 1,466   $ 1,466  
v3.23.3
Supplemental Balance Sheet Details - Narrative - Derivatives (Details)
€ in Millions, $ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
USD ($)
Oct. 02, 2022
USD ($)
Oct. 01, 2023
USD ($)
Oct. 02, 2022
USD ($)
Jul. 12, 2023
EUR (€)
Jan. 01, 2023
USD ($)
Derivative [Line Items]            
Reclassification to revenue $ 5 $ 16 $ 9 $ 32    
Estimated net gains reported in accumulated other comprehensive income 22   22      
GRAIL            
Derivative [Line Items]            
Loss contingency accrual | €         € 432  
Foreign Exchange Forward            
Derivative [Line Items]            
Foreign currency forward contracts assets 27   27      
Foreign currency forward contracts liabilities 1   $ 1      
Derivative asset, current amount           $ 8
Derivative liability, current amount           6
Foreign Exchange Forward | Not Designated as Hedging Instrument            
Derivative [Line Items]            
Derivative, term of contract (in months)     1 month      
Derivative, notional amount 912   $ 912     485
Foreign Exchange Forward | Designated as Hedging Instrument            
Derivative [Line Items]            
Derivative, term of contract (in months)     24 months      
Derivative, notional amount $ 663   $ 663     $ 425
v3.23.3
Legal Proceedings (Details)
€ in Millions, $ in Millions
 12 Months Ended
Jan. 01, 2023
USD ($)
Oct. 01, 2023
USD ($)
Jul. 12, 2023
EUR (€)
Loss Contingencies [Line Items]      
Legal contingencies | $ $ 473 $ 458  
GRAIL      
Loss Contingencies [Line Items]      
Loss contingency accrual | €     € 432
Potential fine as a percent of consolidated annual revenues 0.10    
Long-term debt, fine percentage rate   0.055  
v3.23.3
Income Taxes (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Jan. 01, 2023
Income Tax Examination [Line Items]          
Effective tax rate (as a percent) 3.60% (4.00%) (3.80%) (2.30%)  
Income tax expense     $ 149    
Impact on tax rate due to capitalization of research and development expenses $ 20   84    
Impact on tax rate due to GILTI and U.S. foreign tax credits 38        
Foreign income tax expense (benefit)     63    
Income tax receivable $ 78   $ 78   $ 116
US          
Income Tax Examination [Line Items]          
Effective tax rate (as a percent) 21.00%   21.00%    
v3.23.3
Segment Information - Summary of Operating Performance and Assets by Segment (Details)
$ in Millions
 3 Months Ended 9 Months Ended
Oct. 01, 2023
USD ($)
Oct. 02, 2022
USD ($)
Oct. 01, 2023
USD ($)
segment
Oct. 02, 2022
USD ($)
Segment Reporting [Abstract]        
Number of reportable segments | segment     2  
Segment Reporting Information [Line Items]        
Consolidated revenue $ 1,119 $ 1,115 $ 3,382 $ 3,501
Consolidated loss from operations (754) (3,657) (905) (4,052)
Operating Segments | Core Illumina        
Segment Reporting Information [Line Items]        
Consolidated revenue 1,106 1,110 3,341 3,487
Consolidated loss from operations 262 445 519 411
Operating Segments | GRAIL        
Segment Reporting Information [Line Items]        
Consolidated revenue 21 10 62 32
Consolidated loss from operations (1,015) (4,101) (1,424) (4,460)
Eliminations        
Segment Reporting Information [Line Items]        
Consolidated revenue (8) (5) (21) (18)
Consolidated loss from operations $ (1) $ (1) $ 0 $ (3)