0001110803FALSE00011108032024-08-062024-08-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2024
ilmnlogoa19.jpg
Illumina, Inc.
(Exact name of registrant as specified in its charter)

001-35406
(Commission File Number)
Delaware 33-0804655
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)

5200 Illumina Way, San Diego, CA 92122
(Address of principal executive offices) (Zip code)

(858202-4500
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueILMNThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company     
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act. o    



TABLE OF CONTENTS






Item 2.02 Results of Operations and Financial Condition.

On August 6, 2024, Illumina, Inc. (the "Company") issued a press release announcing financial results for the second quarter ended June 30, 2024. The full text of the Company’s press release is attached hereto as Exhibit 99.1.

The information furnished pursuant to this Item 2.02 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release dated August 6, 2024, announcing Illumina, Inc.’s financial results for the second quarter ended June 30, 2024

104    Cover Page Interactive Data File (embedded within the Inline XBRL document)    





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
    
 
ILLUMINA, INC.
 
Date:August 6, 2024By:  
/s/ ANKUR DHINGRA
 Name:Ankur Dhingra
 Title:Chief Financial Officer





Exhibit Index
Exhibit NumberDescription
Press release dated August 6, 2024 announcing Illumina, Inc.’s financial results for the second quarter ended June 30, 2024
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



Investors:
Salli Schwartz
+1.858.291.6421
ir@illumina.com
image1a.jpg
Media:
Bonny Fowler
+1.740.641.5579
pr@illumina.com

Illumina Reports Financial Results for Second Quarter of Fiscal Year 2024

Core Illumina revenue of $1.09 billion for Q2 2024, down 6% from Q2 2023 (down 6% on a constant currency basis) and up 3% from Q1 2024
Core Illumina GAAP operating margin of 40.5% and non-GAAP operating margin of 22.2% for Q2 2024
Core Illumina GAAP diluted earnings per share of $0.41 and non-GAAP diluted earnings per share of $1.09 for Q2 2024
Lowered fiscal year 2024 Core Illumina revenue guidance to decline 2% to 3% (down 1.5% to 2.5% in constant currency) from 2023
Raised Core Illumina non-GAAP operating margin guidance to a range of 20.5% to 21% for fiscal year 2024
Introducing guidance for Core Illumina non-GAAP diluted earnings per share in the range of $3.80 to $3.95 for fiscal year 2024
On June 24, 2024, we completed the spin-off of GRAIL into a new public company

San Diego, August 6, 2024 /PRNewswire/ -- Illumina, Inc. (Nasdaq: ILMN) (“Illumina” or the “company”) today announced its financial results for the second quarter of fiscal year 2024, which include the consolidated financial results for GRAIL through June 24, 2024.

“The Illumina team delivered results ahead of our expectations in the quarter, driven by disciplined execution on our strategic priorities,” said Jacob Thaysen, Chief Executive Officer. “Consumable sales remained solid as customers continued to increase their sequencing activity, but instrument demand has softened in a constrained funding environment. We are progressing our operating excellence initiatives and will deliver expanded margins this year.”

Second quarter consolidated results
GAAPNon-GAAP (a)
Dollars in millions, except per share amounts
Q2 2024
Q2 2023Q2 2024Q2 2023
Revenue$1,112 $1,176 $1,112 $1,176 
Gross margin64.8 %62.2 %69.0 %66.5 %
Research and development (“R&D”) expense$325 $358 $325 $345 
Selling, general and administrative (“SG&A”) expense$147 $462 $358 $355 
Goodwill and intangible impairment (b)
$1,886 $— $ $— 
Operating (loss) profit$(1,637)$(88)$84 $82 
Operating margin(147.2)%(7.5)%7.6 %7.0 %
Tax provision$12 $145 $16 $33 
Tax rate(0.6)%(163.8)%22.3 %39.3 %
Net (loss) income$(1,988)$(234)$57 $50 
Diluted (loss) earnings per share$(12.48)$(1.48)$0.36 $0.32 
(a) See the tables included in the “Results of Operations - Non-GAAP” section below for reconciliations of these GAAP and non-GAAP financial measures.
(b) During the second quarter of 2024, the company recognized $1,466 million in goodwill and $420 million in intangible asset (IPR&D) impairment related to the GRAIL segment.

1


Capital expenditures for free cash flow purposes were $32 million for Q2 2024. Cash flow provided by operations was $80 million, compared to cash flow provided by operations of $105 million in the prior year period. Free cash flow (cash flow provided by operations less capital expenditures) was $48 million for the quarter, compared to $58 million in the prior year period. Depreciation and amortization expenses were $105 million for Q2 2024. At the close of the quarter, the company held $994 million in cash, cash equivalents and short-term investments.

Second quarter segment results
Illumina has two reportable segments, Core Illumina and GRAIL, which was spun-off on June 24, 2024.

Core Illumina
GAAPNon-GAAP (a)
Dollars in millionsQ2 2024Q2 2023Q2 2024Q2 2023
Revenue (b)
$1,092 $1,159 $1,092 $1,159 
Gross margin (c)
68.0 %65.5 %69.4 %67.0 %
R&D expense
$241 $274 $241 $261 
SG&A expense
$60 $371 $275 $270 
Operating profit
$442 $115 $242 $245 
Operating margin40.5 %9.9 %22.2 %21.2 %
Tax provision$35 *$55 *
Tax rate35.0 %*24.2 %*
Net income$66 *$174 *
Diluted earnings per share$0.41 *$1.09 *
* Prior year information not provided.
(a) See the tables included in the “Results of Operations - Non-GAAP” section below for reconciliations of these GAAP and non-GAAP financial measures.
(b) Core Illumina revenue for Q2 2024 was down 6% as compared to Q2 2023 and down 6% on a constant currency basis. Amounts for Q2 2024 and Q2 2023 included intercompany revenue of $9 million and $5 million, respectively, which is eliminated in consolidation.
(c) The year-over-year increase in gross margin was primarily driven by a more favorable mix of sequencing consumables and execution of our operational excellence priorities that delivered cost savings, including freight and improved productivity.

GRAIL
GAAPNon-GAAP (a)
In millionsQ2 2024Q2 2023Q2 2024Q2 2023
Revenue$29 $22 $29 $22 
Gross (loss) profit$(16)$(24)$15 $
R&D expense$88 $89 $88 $89 
SG&A expense$88 $91 $84 $85 
Goodwill and intangible impairment
$1,886 $— $ $— 
Operating loss$(2,078)$(204)$(157)$(164)
(a) See Table 5 included in the “Results of Operations - Non-GAAP” section below for reconciliations of these GAAP and non-GAAP financial measures.

Key announcements by Illumina since Illumina’s last earnings release
Completed the spin-off of GRAIL
Acquired Fluent Biosciences, developer of an emerging and highly differentiated single-cell technology
Appointed Everett Cunningham as Chief Commercial Officer
2


Announced that Anna Richo, Corporate Senior Vice President, Strategic Advisor to the General Counsel and CEO at Cargill, Inc., joined Illumina’s Board of Directors
Presented research at the American Society of Clinical Oncology (ASCO) Annual Meeting, with 14 total abstracts accepted to the meeting
Completed integration of Illumina’s latest chemistry, XLEAP-SBSTM, into all reagents for its NextSeqTM 1000 and NextSeq 2000 next-generation sequencing instruments
Expanded its oncology menu for NovaSeq™ X Series customers by offering the newly verified high-throughput version of TruSight™ Oncology 500 (TSO 500 HT), and the latest version of its distributed liquid biopsy research assay, TruSight Oncology 500 ctDNA v2 (TSO 500 ctDNA v2)
Launched DRAGEN v4.3, the latest version of Illumina’s DRAGENTM software, part of the Illumina Connected Software portfolio, for analysis of next-generation sequencing data

A full list of recent Illumina announcements can be found in the company’s News Center.

Financial outlook and guidance
For fiscal year 2024, the company lowered its Core Illumina revenue guidance to decline 2% to 3% (down 1.5% to 2.5% in constant currency) compared to fiscal year 2023 and raised its Core Illumina non-GAAP operating margin guidance to a range of 20.5% to 21%. The company is introducing guidance for Core Illumina non-GAAP diluted EPS in the range of $3.80 to $3.95 for fiscal year 2024.

The company provides forward-looking guidance on a non-GAAP basis. The company is unable to provide a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable GAAP reported financial measures because it is unable to predict with reasonable certainty the financial impact of items such as acquisition-related expenses, gains and losses from our strategic investments, fair value adjustments related to contingent consideration and contingent value rights, potential future asset impairments, restructuring activities, and the ultimate outcome of pending litigation without unreasonable effort. These items are uncertain, inherently difficult to predict, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. For the same reasons, the company is unable to address the significance of the unavailable information, which could be material to future results.

Conference call information
The conference call will begin at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) on Tuesday, August 6, 2024. Interested parties may access the live teleconference through the Investor Info section of Illumina’s website at investor.illumina.com. Alternatively, individuals can access the call by dialing 866.400.0049 or +1.323.701.0231 outside North America, both using conference ID 9881025. To ensure timely connection, please dial in at least ten minutes before the scheduled start of the call.

A replay of the conference call will be posted on Illumina’s website after the event and will be available for at least 30 days following.

Statement regarding use of non-GAAP financial measures
The company reports non-GAAP results for diluted earnings per share, net income, gross margin, operating expenses, including research and development expense, selling general and administrative expense, and from time to time, as applicable, legal contingencies and settlement, and goodwill and intangible impairment, operating income (loss), operating margin, gross profit (loss), other income (expense), tax provision, constant currency revenue growth, and free cash flow (on a consolidated and, as applicable, segment basis) in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The company’s financial measures under GAAP include substantial charges such as amortization of acquired intangible assets among others that are listed in the itemized reconciliations between GAAP and non-GAAP financial measures included in this press release, as well as the effects of currency translation. Management has excluded the effects of these items in non-GAAP measures to assist investors in analyzing and assessing past and future operating performance, including in the non-GAAP measures related to our segments. Additionally, non-GAAP net income, diluted earnings per share and operating margin are key components of the financial metrics utilized by the company’s board of directors to measure, in part, management’s performance and determine significant elements of management’s compensation.

The company encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand its business. Reconciliations between GAAP and non-GAAP results are presented in the tables of this release.

3


Use of forward-looking statements
This release may contain forward-looking statements that involve risks and uncertainties. Among the important factors to which our business is subject that could cause actual results to differ materially from those in any forward-looking statements are: (i) changes in the rate of growth in the markets we serve; (ii) the volume, timing and mix of customer orders among our products and services; (iii) our ability to adjust our operating expenses to align with our revenue expectations; (iv) our ability to manufacture robust instrumentation and consumables; (v) the success of products and services competitive with our own; (vi) challenges inherent in developing, manufacturing, and launching new products and services, including expanding or modifying manufacturing operations and reliance on third-party suppliers for critical components; (vii) the impact of recently launched or pre-announced products and services on existing products and services; (viii) our ability to modify our business strategies to accomplish our desired operational goals; (ix) our ability to realize the anticipated benefits from prior or future actions to streamline and improve our R&D processes, reduce our operating expenses and maximize our revenue growth; (x) our ability to further develop and commercialize our instruments, consumables, and products; (xi) to deploy new products, services, and applications, and to expand the markets for our technology platforms; (xii) the risks and costs associated with the divestment of GRAIL; (xiii) the risk of additional litigation arising against us in connection with the GRAIL acquisition; (xiv) our ability to obtain approval by third-party payors to reimburse patients for our products; (xv) our ability to obtain regulatory clearance for our products from government agencies; (xvi) our ability to successfully partner with other companies and organizations to develop new products, expand markets, and grow our business; (xvii) uncertainty, or adverse economic and business conditions, including as a result of slowing or uncertain economic growth or armed conflict; (xviii) the application of generally accepted accounting principles, which are highly complex and involve many subjective assumptions, estimates, and judgments and (xix) legislative, regulatory and economic developments, together with other factors detailed in our filings with the Securities and Exchange Commission, including our most recent filings on Forms 10-K and 10-Q, or in information disclosed in public conference calls, the date and time of which are released beforehand. We undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current quarter.

About Illumina
Illumina is improving human health by unlocking the power of the genome. Our focus on innovation has established us as a global leader in DNA sequencing and array-based technologies, 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. To learn more, visit www.illumina.com and connect with us on X (Twitter), Facebook, LinkedIn, Instagram, TikTok, and YouTube.

About GRAIL
GRAIL is a healthcare company whose mission is to detect cancer early, when it can be cured. GRAIL is focused on alleviating the global burden of cancer by developing pioneering technology to detect and identify multiple deadly cancer types early. The company is using the power of next-generation sequencing, population-scale clinical studies, and state-of-the-art computer science and data science to enhance the scientific understanding of cancer biology, and to develop its multi-cancer early detection blood test. GRAIL is headquartered in Menlo Park, CA with locations in Washington, D.C., North Carolina, and the United Kingdom. GRAIL, Inc. was spun-out into a new public company on June 24, 2024. For more information, please visit www.grail.com.

# # #
4


Illumina, Inc.
Condensed Consolidated Balance Sheets
(In millions)

June 30,
2024
December 31,
2023
ASSETS(unaudited)
Current assets:
Cash and cash equivalents$920 $1,048 
Short-term investments74 
Accounts receivable, net641 734 
Inventory, net561 587 
Prepaid expenses and other current assets263 234 
Total current assets2,459 2,609 
Property and equipment, net859 1,007 
Operating lease right-of-use assets460 544 
Goodwill1,079 2,545 
Intangible assets, net278 2,993 
Deferred tax assets, net632 56 
Other assets314 357 
Total assets$6,081 $10,111 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$199 $245 
Accrued liabilities1,265 1,325 
Term debt, current portion744 — 
Total current liabilities2,208 1,570 
Operating lease liabilities616 687 
Term debt1,490 1,489 
Other long-term liabilities331 620 
Stockholders’ equity1,436 5,745 
Total liabilities and stockholders’ equity$6,081 $10,111 

5


Illumina, Inc.
Condensed Consolidated Statements of Operations
(In millions, except per share amounts)
(unaudited)

Three Months EndedSix Months Ended
June 30,
2024
July 2,
2023
June 30,
2024
July 2,
2023
Revenue:
Product revenue$927 $1,001 $1,803 $1,923 
Service and other revenue185 175 385 340 
Total revenue1,112 1,176 2,188 2,263 
Cost of revenue:
Cost of product revenue (a)
250 305 504 591 
Cost of service and other revenue (a)
95 91 202 190 
Amortization of acquired intangible assets46 48 94 96 
Total cost of revenue391 444 800 877 
Gross profit721 732 1,388 1,386 
Operating expense:
Research and development (a)
325 358 660 699 
Selling, general and administrative (a)
147 462 588 839 
Goodwill and intangible impairment1,886 — 1,889 — 
Total operating expense2,358 820 3,137 1,538 
Loss from operations(1,637)(88)(1,749)(152)
Other expense, net(339)(1)(337)(15)
Loss before income taxes(1,976)(89)(2,086)(167)
Provision for income taxes12 145 28 64 
Net loss$(1,988)$(234)$(2,114)$(231)
Loss per share:
Basic$(12.48)$(1.48)$(13.28)$(1.46)
Diluted$(12.48)$(1.48)$(13.28)$(1.46)
Shares used in computing loss per share:
Basic159 158 159 158 
Diluted159 158 159 158 

(a) Includes stock-based compensation expense for stock-based awards:

Three Months EndedSix Months Ended
June 30,
2024
July 2,
2023
June 30,
2024
July 2,
2023
Cost of product revenue$7 $$13 $15 
Cost of service and other revenue1 4 12 
Research and development43 43 82 79 
Selling, general and administrative59 48 109 93 
Stock-based compensation expense before taxes
$110 $105 $208 $199 

6


Illumina, Inc.
Condensed Consolidated Statements of Cash Flows
(In millions)
(unaudited)

Three Months EndedSix Months Ended
June 30,
2024
July 2,
2023
June 30,
2024
July 2,
2023
Net cash provided by operating activities$80 $105 $157 $115 
Net cash used in investing activities(41)(37)(89)(93)
Net cash used in financing activities(225)(3)(191)(476)
Effect of exchange rate changes on cash and cash equivalents(2)(6)(5)(4)
Net (decrease) increase in cash and cash equivalents(188)59 (128)(458)
Cash and cash equivalents, beginning of period1,108 1,494 1,048 2,011 
Cash and cash equivalents, end of period$920 $1,553 $920 $1,553 
Calculation of free cash flow:
Net cash provided by operating activities$80 $105 $157 $115 
Purchases of property and equipment(32)(47)(67)(99)
Free cash flow (a)
$48 $58 $90 $16 

(a) Free cash flow, which is a non-GAAP financial measure, is calculated as net cash provided by operating activities reduced by purchases of property and equipment. Free cash flow is useful to management as it is one of the metrics used to evaluate our performance and to compare us with other companies in our industry. However, our calculation of free cash flow may not be comparable to similar measures used by other companies.
7


Illumina, Inc.
Results of Operations - Revenue by Segment
(Dollars in millions)
(unaudited)

Three Months EndedSix Months Ended
June 30,
2024
July 2,
2023
% ChangeJune 30,
2024
July 2,
2023
% Change
Consolidated revenue$1,112 $1,176 (5)%$2,188 $2,263 (3)%
Less: Hedge gains4 7 
Consolidated revenue, excluding hedge effect1,108 1,174 2,181 2,260 
Less: Exchange rate effect(5)— (7)— 
Consolidated constant currency revenue (a)
$1,113 $1,174 (5)%$2,188 $2,260 (3)%
Core Illumina revenue$1,092 $1,159 (6)%$2,148 $2,235 (4)%
Less: Hedge gains4 7 
Core Illumina revenue, excluding hedge effect1,088 1,157 2,141 2,232 
Less: Exchange rate effect(5)— (7)— 
Core Illumina constant currency revenue (a)
$1,093 $1,157 (6)%$2,148 $2,232 (4)%

(a) Constant currency revenue growth, which is a non-GAAP financial measure, is calculated using comparative prior period foreign exchange rates to translate current period revenue, net of the effects of hedges.



8


Illumina, Inc.
Results of Operations - Non-GAAP
(In millions, except per share amounts)
(unaudited)

TABLE 1: CONSOLIDATED RECONCILIATION BETWEEN GAAP AND NON-GAAP DILUTED (LOSS) EARNINGS PER SHARE:

Three Months EndedSix Months Ended
June 30,
2024
July 2,
2023
June 30,
2024
July 2,
2023
GAAP loss per share - diluted$(12.48)$(1.48)$(13.28)$(1.46)
Cost of revenue (b)
0.29 0.32 0.60 0.63 
R&D expense (b)
 0.08 0.01 0.09 
SG&A expense (b)
(1.33)0.68 (0.75)0.89 
Goodwill and intangible impairment (b)
11.84 — 11.86 — 
Other expense, net (b)
2.06 0.01 2.01 0.08 
GILTI, U.S. foreign tax credits, and global minimum top-up tax (c)
0.62 0.44 0.73 0.16 
Incremental non-GAAP tax expense (d)
(0.65)0.27 (0.74)(0.04)
Income tax provision (e)
0.01 — 0.01 0.05 
Non-GAAP earnings per share - diluted (a)
$0.36 $0.32 $0.45 $0.40 


TABLE 2: CONSOLIDATED RECONCILIATION BETWEEN GAAP AND NON-GAAP NET (LOSS) INCOME:

Three Months EndedSix Months Ended
June 30,
2024
July 2,
2023
June 30,
2024
July 2,
2023
GAAP net loss$(1,988)$(234)$(2,114)$(231)
Cost of revenue (b)
46 50 95 99 
R&D expense (b)
 13 2 14 
SG&A expense (b)
(211)107 (120)142 
Goodwill and intangible impairment (b)
1,886 — 1,889 — 
Other expense, net (b)
328 319 13 
GILTI, U.S. foreign tax credits, and global minimum top-up tax (c)
99 69 116 25 
Incremental non-GAAP tax expense (d)
(104)43 (117)(6)
Income tax provision (e)
1 — 1 
Non-GAAP net income (a)
$57 $50 $71 $64 



9


Illumina, Inc.
Results of Operations - Non-GAAP (continued)
(In millions, except per share amounts)
(unaudited)


TABLE 3: CORE ILLUMINA RECONCILIATION BETWEEN GAAP AND NON-GAAP DILUTED EARNINGS PER SHARE:

Three Months EndedSix Months Ended
June 30,
2024
June 30,
2024
GAAP earnings per share - diluted$0.41 $0.85 
Cost of revenue (b)
0.10 0.19 
R&D expense (b)
 0.01 
SG&A expense (b)
(1.35)(0.84)
Goodwill and intangible impairment (b)
 0.02 
Other expense, net (b)
2.06 2.01 
GILTI, U.S. foreign tax credits, and global minimum top-up tax (c)
0.12 0.21 
Incremental non-GAAP tax expense (d)
(0.26)(0.39)
Income tax provision (e)
0.01 0.01 
Non-GAAP earnings per share - diluted (a)
$1.09 $2.07 


TABLE 4: CORE ILLUMINA RECONCILIATION BETWEEN GAAP AND NON-GAAP NET INCOME:

Three Months EndedSix Months Ended
June 30,
2024
June 30,
2024
GAAP net income$66 $135 
Cost of revenue (b)
15 30 
R&D expense (b)
 2 
SG&A expense (b)
(215)(132)
Goodwill and intangible impairment (b)
 3 
Other expense, net (b)
328 319 
GILTI, U.S. foreign tax credits, and global minimum top-up tax (c)
20 33 
Incremental non-GAAP tax expense (d)
(41)(62)
Income tax provision (e)
1 1 
Non-GAAP net income (a)
$174 $329 

All amounts in tables are rounded to the nearest millions, except as otherwise noted. As a result, certain amounts may not recalculate using the rounded amounts provided.

(a) Non-GAAP net income and diluted earnings per share exclude the effects of the pro forma adjustments as detailed above. Non-GAAP net income and diluted earnings per share are key components of the financial metrics utilized by the company’s board of directors to measure, in part, management’s performance and determine significant elements of management’s compensation. Management has excluded the effects of these items in these measures to assist investors in analyzing and assessing our past and future operating performance.
(b) Refer to the Itemized Reconciliations between GAAP and Non-GAAP Results of Operations for the components of these amounts.
(c) Amounts represent the impact of GRAIL pre-acquisition net operating losses on GILTI, the utilization of U.S. foreign tax credits, and the Pillar Two global minimum top-up tax, which became effective in Q1 2024.
(d) Incremental non-GAAP tax expense reflects the tax impact of the non-GAAP adjustments listed.
(e) Amounts represent the difference between book and tax accounting related to stock-based compensation cost.

10


Illumina, Inc.
Results of Operations - Non-GAAP (continued)
(Dollars in millions)
(unaudited)

TABLE 5: ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP RESULTS OF OPERATIONS AS A PERCENT OF REVENUE:

Three Months Ended
June 30, 2024
Core IlluminaGRAILEliminationsConsolidated
GAAP gross profit (loss) (b)$743 68.0 %$(16)$(6)$721 64.8 %
Amortization of acquired intangible assets15 1.4 %31  46 4.2 %
Non-GAAP gross profit (a)
$758 69.4 %$15 $(6)$767 69.0 %
GAAP and Non-GAAP R&D expense$241 22.1 %$88 $(4)$325 29.2 %
GAAP SG&A expense$60 5.5 %$88 $(1)$147 13.2 %
Amortization of acquired intangible assets  (1) (1)(0.1)%
Contingent consideration liabilities (c)
271 24.8 %  271 24.4 %
Acquisition-related expenses (d)
(46)(4.2)%(3) (49)(4.4)%
Restructuring (g)
(3)(0.3)%  (3)(0.3)%
Accrued interest on EC fine (h)
(7)(0.6)%  (7)(0.6)%
Non-GAAP SG&A expense$275 25.2 %$84 $(1)$358 32.2 %
GAAP goodwill and intangible impairment
$  $1,886 $ $1,886 169.6 %
Goodwill impairment (i)
  (1,466) (1,466)(131.8)%
Intangible (IPR&D) impairment (i)
  (420) (420)(37.8)%
Non-GAAP goodwill and intangible impairment
$  $ $ $  
GAAP operating profit (loss)$442 40.5 %$(2,078)$(1)$(1,637)(147.2)%
Cost of revenue15 1.4 %31  46 4.2 %
SG&A costs(215)(19.7)%4  (211)(19.0)%
Goodwill and intangible impairment
  1,886  1,886 169.6 %
Non-GAAP operating profit (loss) (a)
$242 22.2 %$(157)$(1)$84 7.6 %
GAAP other (expense) income, net$(341)(31.2)%$2 $ $(339)(30.5)%
Strategic investment related loss, net (e)
334 30.5 %  334 30.0 %
Gain on Helix contingent value right (f)
(8)(0.7)%  (8)(0.7)%
Foreign currency loss on EC fine (j)
2 0.2 %  2 0.2 %
Non-GAAP other (expense) income, net (a)
$(13)(1.2)%$2 $ $(11)(1.0)%

11


Illumina, Inc.
Results of Operations - Non-GAAP (continued)
(Dollars in millions)
(unaudited)

TABLE 5 (CONTINUED): ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP RESULTS OF OPERATIONS AS A PERCENT OF REVENUE:
Three Months Ended
July 2, 2023
Core IlluminaGRAILEliminationsConsolidated
GAAP gross profit (loss) (b)$760 65.5 %$(24)$(4)$732 62.2 %
Amortization of acquired intangible assets14 1.2 %33 — 47 4.0 %
Restructuring (g)
0.3 %— — 0.3 %
Non-GAAP gross profit (a)
$777 67.0 %$$(4)$782 66.5 %
GAAP R&D expense$274 23.6 %$89 $(5)$358 30.4 %
Acquisition-related expenses (d)
(1)(0.1)%— — (1)(0.1)%
Restructuring (g)
(12)(1.0)%— — (12)(1.0)%
Non-GAAP R&D expense$261 22.5 %$89 $(5)$345 29.3 %
GAAP SG&A expense$371 31.9 %$91 $— $462 39.3 %
Amortization of acquired intangible assets— — (1)— (1)(0.1)%
Contingent consideration liabilities (c)
(29)(2.5)%— — (29)(2.5)%
Acquisition-related expenses (d)
(18)(1.4)%(3)— (21)(1.8)%
Restructuring (g)
(17)(1.5)%(2)— (19)(1.6)%
Legal contingency and settlement (k)
(12)(1.0)%— — (12)(1.0)%
Proxy contest(25)(2.2)%— — (25)(2.1)%
Non-GAAP SG&A expense$270 23.3 %$85 $— $355 30.2 %
GAAP operating profit (loss)
$115 9.9 %$(204)$$(88)(7.5)%
Cost of revenue17 1.5 %33 — 50 4.3 %
R&D costs13 1.1 %— — 13 1.1 %
SG&A costs100 8.7 %— 107 9.1 %
Non-GAAP operating profit (loss) (a)
$245 21.2 %$(164)$$82 7.0 %
GAAP other (expense) income, net
$(3)(0.3)%$$— $(1)(0.1)%
Strategic investment related loss, net (e)
0.2 %— — 0.2 %
Non-GAAP other (expense) income, net (a)
$(1)(0.1)%$$— $0.1 %















12


Illumina, Inc.
Results of Operations - Non-GAAP (continued)
(Dollars in millions)
(unaudited)

TABLE 5 (CONTINUED): ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP RESULTS OF OPERATIONS AS A PERCENT OF REVENUE:
Six Months Ended
June 30, 2024
Core IlluminaGRAILEliminationsConsolidated
GAAP gross profit (loss) (b)$1,436 66.9 %$(38)$(10)$1,388 63.5 %
Amortization of acquired intangible assets30 1.4 %65  95 4.3 %
Non-GAAP gross profit (a)
$1,466 68.3 %$27 $(10)$1,483 67.8 %
GAAP R&D expense$479 22.3 %$189 $(8)$660 30.2 %
Restructuring (g)
(2)(0.1)%  (2)(0.1)%
Non-GAAP R&D expense$477 22.2 %$189 $(8)$658 30.1 %
GAAP SG&A expense$396 18.5 %$192 $ $588 26.9 %
Amortization of acquired intangible assets  (2) (2)(0.1)%
Contingent consideration liabilities (c)
255 11.9 %  255 11.7 %
Acquisition-related expenses (d)
(70)(3.3)%(11) (81)(3.7)%
Restructuring (g)
(38)(1.8)%(1) (39)(1.8)%
Accrued interest on EC fine (h)
(14)(0.7)%  (14)(0.7)%
Non-GAAP SG&A expense$529 24.6 %$178 $ $707 32.3 %
GAAP goodwill and intangible impairment
$3 0.1 %$1,886 $ $1,889 86.3 %
Goodwill impairment (i)
  (1,466) (1,466)(67.0)%
Intangible (IPR&D) impairment (i)
(3)(0.1)%(420) (423)(19.3)%
Non-GAAP goodwill and intangible impairment
$  $ $ $  
GAAP operating profit (loss)$558 26.0 %$(2,305)$(2)$(1,749)(79.9)%
Cost of revenue30 1.4 %65  95 4.3 %
R&D costs2 0.1 %  2 0.1 %
SG&A costs(133)(6.2)%13  (120)(5.4)%
Goodwill and intangible impairment
3 0.1 %1,886  1,889 86.3 %
Non-GAAP operating profit (loss) (a)
$460 21.4 %$(341)$(2)$117 5.4 %
GAAP other (expense) income, net$(342)(15.9)%$5 $ $(337)(15.4)%
Strategic investment related loss, net (e)
327 15.2 %  327 15.0 %
Gain on Helix contingent value right (f)
(11)(0.5)%  (11)(0.5)%
Foreign currency loss on EC fine (j)
3 0.1 %  3 0.1 %
Non-GAAP other (expense) income, net (a)
$(23)(1.1)%$5 $ $(18)(0.8)%
13


Illumina, Inc.
Results of Operations - Non-GAAP (continued)
(Dollars in millions)
(unaudited)

TABLE 5 (CONTINUED): ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP RESULTS OF OPERATIONS AS A PERCENT OF REVENUE:

Six Months Ended
July 2, 2023
Core IlluminaGRAILEliminationsConsolidated
GAAP gross profit (loss) (b)$1,446 64.7 %$(50)$(10)$1,386 61.3 %
Amortization of acquired intangible assets29 1.3 %67 — 96 4.2 %
Restructuring (g)
0.1 %— — 0.1 %
Non-GAAP gross profit (a)
$1,478 66.1 %$17 $(10)$1,485 65.6 %
GAAP R&D expense$532 23.7 %$175 $(8)$699 30.9 %
Acquisition-related expenses (d)
(1)— — — (1)— 
Restructuring (g)
(13)(0.5)%— — (13)(0.6)%
Non-GAAP R&D expense$518 23.2 %$175 $(8)$685 30.3 %
GAAP SG&A expense$656 29.4 %$184 $(1)$839 37.1 %
Amortization of acquired intangible assets— — (2)— (2)(0.1)%
Contingent consideration liabilities (c)
(28)(1.3)%— — (28)(1.2)%
Acquisition-related expenses (d)
(38)(1.7)%(9)— (47)(2.1)%
Restructuring (g)
(17)(0.7)%(2)— (19)(0.8)%
Legal contingency and settlement (k)
(15)(0.7)%— — (15)(0.7)%
Proxy contest(31)(1.4)%— — (31)(1.4)%
Non-GAAP SG&A expense$527 23.6 %$171 $(1)$697 30.8 %
GAAP operating profit (loss)
$257 11.5 %$(408)$(1)$(152)(6.7)%
Cost of revenue32 1.4 %67 — 99 4.3 %
R&D costs14 0.6 %— — 14 0.6 %
SG&A costs129 5.8 %13 — 142 6.3 %
Non-GAAP operating profit (loss) (a)
$432 19.3 %$(328)$(1)$103 4.5 %
GAAP other (expense) income, net
$(19)(0.9)%$$— $(15)(0.7)%
Strategic investment related loss, net (e)
16 0.7 %— — 16 0.7 %
Gain on Helix contingent value right (f)
(3)(0.1)%— — (3)(0.1)%
Non-GAAP other (expense) income, net (a)
$(6)(0.3)%$$— $(2)(0.1)%

All amounts in tables are rounded to the nearest millions, except as otherwise noted. As a result, certain amounts may not recalculate using the rounded amounts provided. Percentages of revenue are calculated based on the revenue of the respective segment.

(a) Non-GAAP gross profit, included within non-GAAP operating profit (loss), is a key measure of the effectiveness and efficiency of manufacturing processes, product mix and the average selling prices of our products and services. Non-GAAP operating profit (loss) and non-GAAP other (expense) income, net exclude the effects of the pro forma adjustments as detailed above. Non-GAAP operating margin is a key component of the financial metrics utilized by the company’s board of directors to measure, in part, management’s performance and determine significant elements of management’s compensation. Management has excluded the effects of these items in these measures to assist investors in analyzing and assessing past and future operating performance, including in the non-GAAP measures related to our segments.
14


(b) Reconciling amounts are recorded in cost of revenue.
(c) Amounts consist of fair value adjustments for our contingent consideration liability related to GRAIL.
(d) Amounts consist primarily of legal and other expenses related to the acquisition and divestiture of GRAIL.
(e) Amounts consist primarily of mark-to-market adjustments and impairments from our strategic investments. Amounts for Q2 2024 and YTD 2024 primarily relate to the impairment on our retained investment in GRAIL post spin-off.
(f) Amounts consist of fair value adjustments related to our Helix contingent value right.
(g) Amount for Q2 2024 consists primarily of employee severance costs. Amount for YTD 2024 consists primarily of lease and other asset impairments. Amounts for Q2 2023 and YTD 2023 consist primarily of employee severance costs and lease and other asset impairments.
(h) Amounts for Q2 2024 and YTD 2024 consist of accrued interest on the fine imposed by the European Commission.
(i) Amounts for Q2 2024 and YTD 2024 consist of goodwill and IPR&D intangible asset impairments related to GRAIL. Amount for YTD 2024 also consists of an IPR&D intangible asset impairment related to Core Illumina in Q1 2024.
(j) Amounts for Q2 2024 and YTD 2024 consist of unrealized gains/losses related to foreign currency balance sheet remeasurement of the EC fine liability and unrealized/realized mark-to-market gains/losses on the hedge associated with the EC fine.
(k) Amount for Q2 2023 consists of an adjustment to our accrual for the fine imposed by the European Commission. Amount for YTD 2023 also consists of a loss related to a patent litigation settlement in Q1 2023.
15


Illumina, Inc.
Results of Operations - Non-GAAP (continued)
(Dollars in millions)
(unaudited)

TABLE 6: CONSOLIDATED ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP TAX PROVISION:

Three Months EndedSix Months Ended
June 30,
2024
June 30,
2024
GAAP tax provision$12 (0.6)%$28 (1.4)%
Incremental non-GAAP tax expense (b)
104 117 
Income tax provision (c)
(1)(1)
GILTI, U.S. foreign tax credits, and global minimum top-up tax (d)
(99)(116)
Non-GAAP tax provision (a)
$16 22.3 %$28 28.8 %


Three Months EndedSix Months Ended
July 2,
2023
July 2,
2023
GAAP tax provision$145 (163.8)%$64 (38.5)%
Incremental non-GAAP tax expense (b)
(43)
Income tax provision (c)
— (8)
GILTI and U.S. foreign tax credits (d)
(69)(25)
Non-GAAP tax provision (a)
$33 39.3 %$37 37.2 %


TABLE 7: CORE ILLUMINA ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP TAX PROVISION:

Three Months EndedSix Months Ended
June 30,
2024
June 30,
2024
GAAP tax provision$35 35.0 %$80 37.3 %
Incremental non-GAAP tax expense (b)
41 62 
Income tax provision (c)
(1)(1)
GILTI, U.S. foreign tax credits, and global minimum top-up tax (d)
(20)(33)
Non-GAAP tax provision (a)
$55 24.2 %$108 24.9 %

(a) Non-GAAP tax provision excludes the effects of the pro forma adjustments as detailed above. Management has excluded the effects of these items in this measure to assist investors in analyzing and assessing past and future operating performance.
(b) Incremental non-GAAP tax expense reflects the tax impact of the non-GAAP adjustments listed in Table 2 and 4.
(c) Amounts represent the difference between book and tax accounting related to stock-based compensation cost.
(d) Amounts represent the impact of GRAIL pre-acquisition net operating losses on GILTI, the utilization of U.S. foreign tax credits, and the Pillar Two global minimum top-up tax, which became effective in Q1 2024.    


                
16
v3.24.2.u1
Cover
Aug. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 06, 2024
Entity Registrant Name Illumina, Inc.
Entity File Number 001-35406
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol ILMN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001110803
Amendment Flag false

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