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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-35092
EXACT SCIENCES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware02-0478229
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
5505 Endeavor Lane, Madison WI
53719
(Address of principal executive offices)(Zip Code)
(608) 535-8815 (Registrant’s telephone number, including area code)
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 value per shareEXASThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer ☐
Non-accelerated filer☐Smaller reporting company ☐
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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 7, 2024, the registrant had 184,529,721 shares of common stock outstanding.


EXACT SCIENCES CORPORATION
INDEX
Page
Number

2
EXACT SCIENCES CORPORATION
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share data - unaudited)
Part I — Financial Information
March 31, 2024December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents$347,487 $605,378 
Marketable securities304,606 172,266 
Accounts receivable, net240,584 203,623 
Inventory128,534 127,475 
Prepaid expenses and other current assets99,059 85,627 
Total current assets1,120,270 1,194,369 
Long-term Assets:
Property, plant and equipment, net702,041 698,354 
Operating lease right-of-use assets142,017 143,708 
Goodwill2,367,052 2,367,120 
Intangible assets, net1,866,856 1,890,396 
Other long-term assets, net178,085 177,387 
Total assets$6,376,321 $6,471,334 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$60,498 $78,816 
Accrued liabilities265,121 341,683 
Operating lease liabilities, current portion27,225 29,379 
Convertible notes, net, current portion
248,810 — 
Debt, current portion50,000 50,000 
Other current liabilities33,455 14,823 
Total current liabilities685,109 514,701 
Long-term liabilities:
Convertible notes, net, less current portion
2,066,805 2,314,276 
Other long-term liabilities329,384 335,982 
Operating lease liabilities, less current portion162,405 161,070 
Total liabilities3,243,703 3,326,029 
Commitments and contingencies (Note 14)
Stockholders’ equity:
Preferred stock, $0.01 par value Authorized—5,000,000; shares issued and outstanding—no shares at March 31, 2024 and December 31, 2023
— — 
Common stock, $0.01 par value Authorized—400,000,000; shares issued and outstanding—183,845,188 and 181,364,180 shares at March 31, 2024 and December 31, 2023
1,839 1,815 
Additional paid-in capital6,710,681 6,611,237 
Accumulated other comprehensive income (loss)
(499)1,428 
Accumulated deficit(3,579,403)(3,469,175)
Total stockholders’ equity3,132,618 3,145,305 
Total liabilities and stockholders’ equity$6,376,321 $6,471,334 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
EXACT SCIENCES CORPORATION
Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share data - unaudited)
Three Months Ended March 31,
20242023
Revenue$637,524 $602,450 
Operating expenses
Cost of sales (exclusive of amortization of acquired intangible assets)170,101 156,866 
Research and development110,608 95,419 
Sales and marketing192,365 186,964 
General and administrative243,117 217,295 
Amortization of acquired intangible assets23,311 22,928 
Impairment of long-lived assets4,446 69 
Total operating expenses743,948 679,541 
Other operating loss(268)— 
Loss from operations(106,692)(77,091)
Other income (expense)
Investment income, net
6,213 490 
Interest income (expense), net
(7,943)4,107 
Total other income (expense)(1,730)4,597 
Net loss before tax(108,422)(72,494)
Income tax expense
(1,806)(1,657)
Net loss$(110,228)$(74,151)
Net loss per share—basic and diluted$(0.60)$(0.42)
Weighted average common shares outstanding—basic and diluted182,350 178,574 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
EXACT SCIENCES CORPORATION
Condensed Consolidated Statements of Comprehensive Loss
(Amounts in thousands - unaudited)
Three Months Ended March 31,
20242023
Net loss
$(110,228)$(74,151)
Other comprehensive loss, net of tax:
Unrealized gain (loss) on available-for-sale investments(787)2,967 
Foreign currency adjustment
(1,140)550 
Comprehensive loss$(112,155)$(70,634)
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
EXACT SCIENCES CORPORATION
Condensed Consolidated Statements of Stockholders’ Equity
(Amounts in thousands, except share data - unaudited)
Common StockAdditional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated DeficitTotal Stockholders’ Equity
Number of Shares
$0.01
Par Value
Balance, January 1, 2024181,364,180 $1,815 $6,611,237 $1,428 $(3,469,175)$3,145,305 
Exercise of common stock options, net of shares withheld for taxes71,537 1 (1,409)— — (1,408)
Issuance of common stock upon settlement of restricted stock awards, net of shares withheld for taxes1,792,087 17 (61)— — (44)
Issuance of common stock to fund the Company’s 2023 401(k) match
617,384 6 40,544 — — 40,550 
Stock-based compensation expense— — 60,370 — — 60,370 
Net loss— — — — (110,228)(110,228)
Other comprehensive loss
— — — (1,927)— (1,927)
Balance, March 31, 2024183,845,188 $1,839 $6,710,681 $(499)$(3,579,403)$3,132,618 

Common StockAdditional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated DeficitTotal Stockholders’ Equity
Number of Shares
$0.01
Par Value
Balance, January 1, 2023177,925,631 $1,780 $6,311,644 $(5,236)$(3,265,026)$3,043,162 
Exercise of common stock options, net of shares withheld for taxes88,228 1 963 — — 964 
Issuance of common stock upon settlement of restricted stock awards, net of shares withheld for taxes1,299,071 13 (13)— — — 
Issuance of common stock to fund the Company’s 2022 401(k) match517,215 5 35,072 — — 35,077 
Stock-based compensation expense— — 49,139 — — 49,139 
Net loss— — — — (74,151)(74,151)
Other comprehensive income
— — — 3,517 — 3,517 
Balance, March 31, 2023179,830,145 $1,799 $6,396,805 $(1,719)$(3,339,177)$3,057,708 
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
EXACT SCIENCES CORPORATION
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands - unaudited)
Three Months Ended March 31,
20242023
Cash flows from operating activities:
Net loss$(110,228)$(74,151)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation30,632 26,815 
Loss on non-marketable and marketable equity investments
2,418 3,009 
Deferred tax expense
1,797 1,261 
Stock-based compensation60,370 49,139 
Gain on settlements of convertible notes, net— (10,324)
Amortization of acquired intangible assets23,311 22,928 
Impairment of long-lived assets4,446 69 
Loss on contingent consideration from sale of asset268 — 
Remeasurement of contingent consideration liabilities5,603 (8,937)
Non-cash lease expense7,052 6,806 
Other229 2,013 
Changes in assets and liabilities:
Accounts receivable, net(37,536)(25,434)
Inventory, net(1,065)(5,827)
Operating lease liabilities(6,603)(5,982)
Accounts payable and accrued liabilities(53,515)(4,817)
Other assets(6,586)(13,622)
Other liabilities(2,904)(1,161)
Net cash used in operating activities
(82,311)(38,215)
Cash flows from investing activities:
Purchases of marketable securities(177,325)(8,589)
Maturities and sales of marketable securities43,978 121,332 
Purchases of property, plant and equipment(37,649)(29,360)
Investments in privately held companies(237)(442)
Other investing activities(205)— 
Net cash provided by (used in) investing activities
(171,438)82,941 
Cash flows from financing activities:
Proceeds from exercise of common stock options, net of cash paid for taxes(1,408)964 
Proceeds from issuance of convertible notes— 137,976 
Other financing activities(1,594)(5,344)
Net cash provided by (used in) financing activities
(3,002)133,596 
Effects of exchange rate changes on cash and cash equivalents(1,140)550 
Net increase (decrease) in cash, cash equivalents and restricted cash(257,891)178,872 
Cash, cash equivalents and restricted cash, beginning of period609,675 242,790 
Cash, cash equivalents and restricted cash, end of period$351,784 $421,662 


7
EXACT SCIENCES CORPORATION
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands - unaudited)
Three Months Ended March 31,
20242023
Supplemental disclosure of non-cash investing and financing activities
Property, plant and equipment acquired but not paid$17,654 $10,548 
Supplemental disclosure of cash flow information:
Interest paid$10,789 $6,442 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$347,487 $421,365 
Restricted cash — included in other long-term assets, net
4,297 297 
Total cash, cash equivalents and restricted cash$351,784 $421,662 
The accompanying notes are an integral part of these condensed consolidated financial statements.
8
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Exact Sciences Corporation (together with its subsidiaries, “Exact,” or the “Company”) was incorporated in February 1995. A leading provider of cancer screening and diagnostic tests, Exact Sciences gives patients and health care professionals the clarity needed to take life-changing action earlier. Building on the success of the Cologuard® and Oncotype DX® tests, Exact Sciences is investing in its pipeline to develop innovative solutions for use before, during, and after a cancer diagnosis.
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements, which include the accounts of the Company and those of its wholly owned subsidiaries and variable interest entities, are unaudited and have been prepared on a basis substantially consistent with the Company’s audited financial statements and notes as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K (the “2023 Form 10-K”). All intercompany transactions and balances have been eliminated upon consolidation. These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair statement of its financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2023 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2023 Form 10-K. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. The statements should be read in conjunction with the audited financial statements and related notes included in the 2023 Form 10-K.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that affect the Company’s financial statements materially and involve difficult, subjective or complex judgments by management, and actual results could differ from those estimates. These estimates include revenue recognition, valuation of intangible assets and goodwill, contingent consideration, and accounting for income taxes. The Company’s critical accounting policies and estimates are explained further in the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and the 2023 Form 10-K.
Significant Accounting Policies
During the three months ended March 31, 2024, there were no changes to the Company’s significant accounting policies as described in the Company’s 2023 Form 10-K, except as described in the Recently Adopted Accounting Pronouncements sections below.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-02: Codification Improvement – Amendments to Remove References to the Concepts Statements. This update amends the Accounting Standards Codification (“ASC”) to remove references to various FASB Concepts Statements. The Company early adopted and prospectively applied the amendments in this update during the first quarter of fiscal year 2024. There was no significant impact to the Company’s condensed consolidated financial statements.
9
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the ASC to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update improves reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses. The amendments in this update should be applied retrospectively to all prior periods presented in the consolidated financial statements and are effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. This update improves income tax disclosure requirements, primarily through enhanced transparency and decision usefulness of disclosures. The amendments in this update should be applied prospectively with the option to apply retrospectively and are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements.
Net Loss Per Share
Basic net loss per common share (“EPS”) was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share is the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive as a result of the Company’s losses.
The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect:
Three Months Ended March 31,
(In thousands)20242023
Shares issuable upon conversion of convertible notes23,231 23,231 
Shares issuable upon the release of restricted stock awards8,036 6,877 
Shares issuable upon the release of performance share units2,206 1,671 
Shares issuable upon exercise of stock options1,139 1,416 
34,612 33,195 

(2) REVENUE
The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard and Oncotype® tests. The services are considered completed upon release of a patient’s test result to the ordering healthcare provider.
10
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents the Company’s revenues disaggregated by revenue source:
Three Months Ended March 31,
(In thousands)20242023
Screening
Medicare Parts B & C$173,790 $171,730 
Commercial254,143 233,033 
Other46,865 38,432 
Total Screening474,798 443,195 
Precision Oncology
Medicare Parts B & C$48,050 $47,381 
Commercial46,700 44,932 
International44,533 37,268 
Other23,443 25,851 
Total Precision Oncology162,726 155,432 
COVID-19 Testing$— $3,823 
Total$637,524 $602,450 
Screening revenue primarily includes laboratory service revenue from Cologuard and Prevention Genetics, LLC (“PreventionGenetics”) tests while Precision Oncology revenue primarily includes laboratory service revenue from global Oncotype DX and therapy selection tests.
At each reporting period end, the Company conducts an analysis of the estimates used to calculate the transaction price to determine whether any new information available impacts those estimates made in prior reporting periods. Adjustments to revenue recognized during the period relating to prior period estimates were less than 1% and 2% of revenue recorded in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2024 and 2023, respectively.
The Company’s deferred revenue, which is reported in other current liabilities in the Company’s condensed consolidated balance sheets, was not significant as of March 31, 2024 and December 31, 2023.
Revenue recognized for the three months ended March 31, 2024 and 2023 that was included in the deferred revenue balance at the beginning of the period was not significant.

(3) MARKETABLE SECURITIES
The following table sets forth the Company’s cash, cash equivalents, and marketable securities at March 31, 2024 and December 31, 2023:
(In thousands)March 31, 2024December 31, 2023
Cash and cash equivalents
Cash and money market$329,357 $530,100 
Cash equivalents18,130 75,278 
Total cash and cash equivalents347,487 605,378 
Marketable securities
Available-for-sale debt securities$302,020 $168,425 
Equity securities2,586 3,841 
Total marketable securities304,606 172,266 
Total cash, cash equivalents and marketable securities$652,093 $777,644 
11
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at March 31, 2024, consisted of the following:
(In thousands)Amortized CostGains in Accumulated Other Comprehensive Income (Loss) (1)Losses in Accumulated Other Comprehensive Income (Loss) (1)Estimated Fair Value
Cash equivalents
U.S. government agency securities$18,132 $— $(2)$18,130 
Total cash equivalents18,132 — (2)18,130 
Marketable securities
Corporate bonds$141,211 $76 $(442)$140,845 
U.S. government agency securities81,779 24 (90)81,713 
Asset backed securities71,049 17 (316)70,750 
Commercial paper8,712 — — 8,712 
Total marketable securities302,751 117 (848)302,020 
Total available-for-sale securities$320,883 $117 $(850)$320,150 
______________
(1)There was no tax impact from the gains and losses in accumulated other comprehensive income (loss) (“AOCI”).
Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at December 31, 2023, consisted of the following:
(In thousands)Amortized CostGains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1)Estimated Fair Value
Cash equivalents
Commercial paper$72,243 $— $— $72,243 
U.S. government agency securities3,035 — — 3,035 
Total cash equivalents75,278 — — 75,278 
Marketable securities
U.S. government agency securities$56,594 $166 $(44)$56,716 
Corporate bonds55,712 175 (59)55,828 
Asset backed securities35,081 65 (249)34,897 
Commercial paper
20,984 — — 20,984 
Total marketable securities168,371 406 (352)168,425 
Total available-for-sale securities$243,649 $406 $(352)$243,703 
______________
(1)There was no tax impact from the gains and losses in AOCI.
12
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at March 31, 2024:
Due one year or lessDue after one year through five years
(In thousands)CostFair ValueCostFair Value
Cash equivalents
U.S. government agency securities$18,132 $18,130 $— $— 
Total cash equivalents18,132 18,130 — — 
Marketable securities
U.S. government agency securities$63,225 $63,170 $18,554 $18,543 
Corporate bonds30,241 30,195 110,970 110,650 
Commercial paper
8,712 8,712 — — 
Asset backed securities2,467 2,466 68,582 68,284 
Total marketable securities104,645 104,543 198,106 197,477 
Total available-for-sale securities$122,777 $122,673 $198,106 $197,477 
The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of March 31, 2024 aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position:
Less than one yearOne year or greaterTotal
(In thousands)Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
Cash equivalents
U.S. government agency securities$8,115 $(2)$— $— $8,115 $(2)
Total cash equivalents8,115 (2)— — 8,115 (2)
Marketable securities
Corporate bonds$109,000 $(434)$3,490 $(8)$112,490 $(442)
U.S. government agency securities64,100 (89)1,996 (1)66,096 (90)
Asset backed securities46,430 (145)8,042 (171)54,472 (316)
Total marketable securities219,530 (668)13,528 (180)233,058 (848)
Total available-for-sale securities$227,645 $(670)$13,528 $(180)$241,173 $(850)
The Company evaluates investments that are in an unrealized loss position for impairment as a result of credit loss. It was determined that no credit losses exist as of March 31, 2024 and December 31, 2023 because the change in market value for those securities in an unrealized loss position resulted from fluctuating interest rates rather than a deterioration of the credit worthiness of the issuers.
The gains and losses recorded on available-for-sale debt securities and equity securities are included in investment income, net in the Company’s condensed consolidated statements of operations. The gains and losses recorded were not material for the three months ended March 31, 2024 and 2023.

13
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(4) INVENTORY
Inventory consisted of the following:
(In thousands)March 31, 2024December 31, 2023
Raw materials$57,936 $58,593 
Semi-finished and finished goods70,598 68,882 
Total inventory$128,534 $127,475 
(5) PROPERTY, PLANT AND EQUIPMENT
The carrying value and estimated useful lives of property, plant and equipment are as follows:
(In thousands)Estimated Useful LifeMarch 31, 2024December 31, 2023
Property, plant and equipment
Landn/a$4,716 $4,716 
Leasehold and building improvements(1)225,477 214,562 
Land improvements15 years6,747 6,729 
Buildings
30 - 40 years
290,777 290,777 
Computer equipment and computer software3 years171,148 168,131 
Machinery and equipment
3 - 10 years
303,469 290,294 
Furniture and fixtures
3 - 10 years
35,994 35,756 
Assets under constructionn/a109,887 104,592 
Property, plant and equipment, at cost1,148,215 1,115,557 
Accumulated depreciation(446,174)(417,203)
Property, plant and equipment, net$702,041 $698,354 
______________
(1)Lesser of remaining lease term, building life, or estimated useful life.
Depreciation expense for the three months ended March 31, 2024 and 2023 was $30.6 million and $26.8 million, respectively.
At March 31, 2024, the Company had $109.9 million of assets under construction, which consisted of $56.0 million in machinery and equipment, $40.5 million in capitalized costs related to software projects, $8.1 million in leasehold and building improvements, $5.2 million related to buildings, and minimal furniture and fixtures. Depreciation will begin on these assets once they are placed into service upon completion.

14
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(6) INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of March 31, 2024:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated Amortization
Net Balance at March 31, 2024
Finite-lived intangible assets
Trade name11.4$104,000 $(29,715)$74,285 
Customer relationships6.84,000 (1,000)3,000 
Patents and licenses5.011,542 (9,961)1,581 
Acquired developed technology (1)7.0887,560 (349,570)537,990 
Total finite-lived intangible assets1,007,102 (390,246)616,856 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,257,102 $(390,246)$1,866,856 
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2023:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated Amortization
Net balance at December 31, 2023
Finite-lived intangible assets
Trade name11.6$104,000 $(27,903)$76,097 
Customer relationships7.04,000 (889)3,111 
Patents and licenses4.511,542 (9,600)1,942 
Acquired developed technology (1)7.3887,789 (328,543)559,246 
Total finite-lived intangible assets1,007,331 (366,935)640,396 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,257,331 $(366,935)$1,890,396 
______________
(1)The gross carrying amount includes an insignificant foreign currency translation adjustment related to the intangible asset acquired as a result of the acquisition of OmicEra Diagnostics GmbH (“OmicEra”).
As of March 31, 2024 the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:
(In thousands)
2024 (remaining nine months)$69,598 
202591,860 
202690,800 
202790,800 
202890,800 
Thereafter182,998 
$616,856 
15
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The Company’s acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives.
There were no impairment losses recorded on finite-lived intangible assets during the three months ended March 31, 2024 and 2023.
Goodwill
The change in the carrying amount of goodwill for the periods ended March 31, 2024 and December 31, 2023 is as follows:
(In thousands)
Balance, January 1, 2023
$2,346,040 
Resolution Bioscience acquisition
20,692 
Effects of changes in foreign currency exchange rates (1)388 
Balance, December 31, 2023
2,367,120 
Resolution Bioscience acquisition adjustment
205 
Effects of changes in foreign currency exchange rates (1)(273)
Balance March 31, 2024
$2,367,052 
______________
(1)Represents the impact of foreign currency translation related to the goodwill acquired as a result of the acquisition of OmicEra.
There were no impairment losses for the three months ended March 31, 2024 and 2023.

(7) FAIR VALUE MEASUREMENTS
The three levels of the fair value hierarchy established are as follows:
Level 1    Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2    Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3    Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.
16
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table presents the Company’s fair value measurements as of March 31, 2024 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.
(In thousands)Fair Value at March 31, 2024Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Cash, cash equivalents, and restricted cash
Cash and money market$329,357 $329,357 $— $— 
U.S. government agency securities18,130 — 18,130 — 
Restricted cash (1)
4,297 4,297 — — 
Marketable securities
Corporate bonds$140,845 $— $140,845 $— 
U.S. government agency securities81,713 — 81,713 — 
Asset backed securities70,750 — 70,750 — 
Commercial paper8,712 — 8,712 — 
Equity securities2,586 2,586 — — 
Non-marketable securities$6,560 $— $— $6,560 
Liabilities
Contingent consideration$(294,260)$— $— $(294,260)
Total$368,690 $336,240 $320,150 $(287,700)
The following table presents the Company’s fair value measurements as of December 31, 2023 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.
(In thousands)Fair Value at December 31, 2023Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Cash, cash equivalents and restricted cash
Cash and money market$530,100 $530,100 $— $— 
Commercial paper72,243 — 72,243 — 
Restricted cash (1)
4,297 4,297 — — 
U.S. government agency securities3,035 — 3,035 — 
Marketable securities
U.S. government agency securities$56,716 $— $56,716 $— 
Corporate bonds55,828 — 55,828 — 
Asset backed securities34,897 — 34,897 — 
Commercial paper20,984 — 20,984 — 
Equity securities3,841 3,841 — — 
Non-marketable securities$7,650 $— $— $7,650 
Liabilities
Contingent consideration$(288,657)$— $— $(288,657)
Total$500,934 $538,238 $243,703 $(281,007)
_________________________________
(1)Restricted cash primarily represents cash held by a third-party financial institution as part of a cash collateral agreement related to the Company’s credit card program. The restrictions will lapse upon the termination of the agreements or the removal of the cash collateral requirement by the third-parties.
17
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
There have been no changes in valuation techniques or transfers between fair value measurement levels during the three months ended March 31, 2024. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities are valued using a third-party pricing agency where the valuation is based on observable inputs including pricing for similar assets and other observable market factors.
The Company has elected the fair value option under the income approach to measure certain Level 3 non-marketable securities. Gains and losses recorded on non-marketable securities are included in investment income, net in the condensed consolidated statement of operations. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option:
(In thousands)Non-Marketable Securities
Beginning balance, January 1, 2024
$7,650 
Changes in fair value(1,090)
Ending balance, March 31, 2024
$6,560 
Contingent Consideration Liabilities
The fair value of the contingent consideration liabilities was $294.3 million and $288.7 million as of March 31, 2024 and December 31, 2023, respectively, of which $21.7 million was included in other current liabilities and $272.6 million was included in other long-term liabilities in the condensed consolidated balance sheet as of March 31, 2024. The contingent consideration liabilities were included in other long-term liabilities as of December 31, 2023.
The following table provides a reconciliation of the beginning and ending balances of contingent consideration:
(In thousands)Contingent Consideration
Beginning balance, January 1, 2024
$288,657 
Changes in fair value (1)5,603 
Ending balance, March 31, 2024
$294,260 
______________
(1)The change in fair value of the contingent consideration liability was a reduction of $8.9 million for the three months ended March 31, 2023, which is included in general and administrative expenses in the condensed consolidated statement of operations.
This fair value measurement of contingent consideration is categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market.
The fair value of the contingent consideration liabilities recorded from the Company’s acquisitions of Thrive Earlier Detection Corporation (“Thrive”), Ashion Analytics, LLC (“Ashion”), and OmicEra related to regulatory and product development milestones was $294.3 million and $288.7 million as of March 31, 2024 and December 31, 2023, respectively. The Company evaluates the fair value of the expected contingent consideration and the corresponding liabilities related to the regulatory and product development milestones using the probability-weighted scenario based discounted cash flow model, which is consistent with the initial measurement of the expected contingent consideration liabilities. Probabilities of success are applied to each potential scenario and the resulting values are discounted using a present-value factor. The passage of time in addition to changes in projected milestone achievement timing, present-value factor, the degree of achievement, if applicable, and probabilities of success may result in adjustments to the fair value measurement. The fair value of the contingent consideration liability recorded related to regulatory and product development milestones was determined using a weighted average probability of success of 90% and 89% as of March 31, 2024 and December 31, 2023, respectively, and a weighted average present-value factor of 6.0% and 5.8% as of March 31, 2024 and December 31, 2023, respectively. The projected fiscal year of payment range is from 2024 to 2030. Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities.
The revenue milestone associated with the Ashion acquisition is not expected to be achieved and therefore no liability has been recorded for this milestone.
18
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Non-Marketable Equity Investments
Non-marketable equity securities without readily determinable fair values, which are classified as a component of other long-term assets, net, had the following cumulative upward and downward adjustments and aggregate carrying amounts:
(In thousands)
March 31, 2024March 31, 2023
Cumulative upward adjustments (1)
$5,100 $800 
Cumulative downward adjustments and impairments (2)
15,100 11,234 
Aggregate carrying value (3)
45,968 39,428 
_________________________________
(1)    There were no upward adjustments recorded on non-marketable equity securities held for the three months ended March 31, 2024 and 2023, respectively.
(2)    There were no downward adjustments and impairments recorded on non-marketable equity securities held for the three months ended March 31, 2024. Downward adjustments and impairments recorded on non-marketable equity securities held were $0.4 million for the three months ended March 31, 2023.
(3)    The aggregate carrying value of non-marketable equity securities was $46.0 million as of December 31, 2023.

There were no realized gains or losses recorded during the three and months ended March 31, 2024 and 2023.
The Company has committed capital to venture capital investment funds (the “Funds”) of $18.0 million, of which $12.4 million remained callable through 2033 as of March 31, 2024. The aggregate carrying amount of the Funds, which are classified as a component of other long-term assets, net in the Company’s condensed consolidated balance sheets, were $5.4 million and $5.2 million as of March 31, 2024 and December 31, 2023, respectively.
Derivative Financial Instruments
The Company enters into foreign currency forward contracts on the last day of each month to mitigate the impact of adverse movements in foreign exchange rates related to the remeasurement of monetary assets and liabilities and hedge the Company’s foreign currency exchange rate exposure. As of March 31, 2024 and December 31, 2023 the Company had open foreign currency forward contracts with notional amounts of $46.2 million and $39.5 million, respectively. The Company's foreign exchange derivative instruments are classified as Level 2 within the fair value hierarchy as they are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. The fair value of the open foreign currency forward contracts was zero at March 31, 2024 and December 31, 2023 and there were no gains or losses recorded to adjust the fair value of the open foreign currency contract held as of March 31, 2024. The contracts are closed subsequent to each month-end, and the gains and losses recorded from the contracts were not significant for the three months ended March 31, 2024 and 2023.

(8) LONG-TERM DEBT
Accounts Receivable Securitization Facility
On June 29, 2022, the Company, through a wholly-owned special purpose entity, Exact Receivables LLC (“Exact Receivables”) entered into an accounts receivable securitization program (the “Securitization Facility”) with PNC Bank, National Association (“PNC”), with a scheduled maturity date of June 29, 2024. The Securitization Facility provides Exact Receivables with a revolving line-of-credit of up to $150.0 million of borrowing capacity, subject to certain borrowing base requirements, by collateralizing a security interest in the domestic customer accounts receivable of certain wholly-owned subsidiaries of the Company. The amount available under the Securitization Facility fluctuates over time based on the total amount of eligible customer accounts receivable generated by the Company during the normal course of operations. The Securitization Facility requires the Company to maintain minimum borrowings under the facility of $50.0 million. The debt issuance costs incurred related to the Securitization Facility were not significant and are being amortized over the life of the Securitization Facility through interest expense within the condensed consolidated statements of operations.
19
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
In connection with the Securitization Facility, the Company also entered into two Receivables Purchase Agreements (“Receivable Purchase Agreements”) on June 29, 2022. The Receivable Purchase Agreements are among the Company and certain wholly-owned subsidiaries of the Company, and between the Company and Exact Receivables. Under the agreements, the wholly-owned subsidiaries sell all of their right, title and interest in their accounts receivables to Exact Receivables. The receivables are used to collateralize borrowings made under the Securitization Facility. The Company retains the responsibility of servicing the accounts receivable balances pledged as collateral under the Securitization Facility and provides a performance guaranty.
As of March 31, 2024, the eligible borrowing base under the Securitization Facility was $123.7 million of which the Company elected to collateralize $50.0 million. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $50.0 million, which is included in debt, current portion on the Company’s condensed consolidated balance sheets. The outstanding balance accrues interest at a rate equal to a daily secured overnight financing rate (“SOFR”) rate plus a SOFR adjustment and an applicable margin. The interest rate was 6.87% at March 31, 2024.
Revolving Loan Agreement
During November 2021, the Company entered into a revolving loan agreement (the “Revolving Loan Agreement”) with PNC. The Revolving Loan Agreement provides the Company with a revolving line of credit of up to $150.0 million (the “Revolver”). The Revolver is collateralized by the Company’s marketable securities held by PNC, which must continue to maintain a minimum market value of $150.0 million. The Revolver is available for general working capital purposes and all other lawful corporate purposes. In addition, the Company may request, in lieu of cash advances, letters of credit with an aggregate stated amount outstanding not to exceed $20.0 million. The availability of advances under the line of credit will be reduced by the stated amount of each letter of credit issued and outstanding.
Borrowings under the Revolving Loan Agreement accrue interest at an annual rate equal to the sum of the daily Bloomberg Short-Term Bank Yield Index Rate plus the applicable margin of 0.60%. Loans under the Revolving Loan Agreement may be prepaid at any time without penalty. In October 2022, the Revolving Loan Agreement was amended to extend the maturity date from November 5, 2023 to November 5, 2025. There were no other amendments to the Revolver.
The Company has agreed to various financial covenants under the Revolving Loan Agreement, and as of March 31, 2024, the Company is in compliance with all covenants.
In December 2021 and January 2023, PNC issued a letters of credit of $2.9 million and $1.5 million, respectively, which reduced the amount available for cash advances under the line of credit to $145.6 million as of March 31, 2024 and December 31, 2023. As of March 31, 2024 and December 31, 2023, the Company has not drawn funds from, nor are any amounts outstanding under, the Revolving Loan Agreement.

(9) CONVERTIBLE NOTES
Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of March 31, 2024:
Fair Value (1)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2030 Convertible Notes - 2.000%
$572,993 $(4,174)$568,819 $652,971 2
2028 Convertible Notes - 0.375%
949,042 (9,871)939,171 881,764 2
2027 Convertible Notes - 0.375%
563,822 (5,007)558,815 532,513 2
2025 Convertible Notes - 1.000% (2)
249,172 (362)248,810 278,437 2
20
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of December 31, 2023:
Fair Value (1)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2030 Convertible Notes - 2.000%
$572,993 $(4,349)$568,644 $684,475 2
2028 Convertible Notes - 0.375%
949,042 (10,499)938,543 887,354 2
2027 Convertible Notes - 0.375%
563,822 (5,429)558,393 549,839 2
2025 Convertible Notes - 1.000%
249,172 (476)248,696 293,300 2
______________
(1)The fair values are based on observable market prices for this debt, which is traded in less active markets and therefore is classified as a Level 2 fair value measurement.
(2)The Company’s convertible notes due in 2025 (the “2025 Notes”) mature on January 15, 2025 and are included in convertible notes, net, current portion on the condensed consolidated balance sheet as of March 31, 2024. The 2025 Notes were included in convertible notes, net, less current portion as of December 31, 2023.
Issuances and Settlements
In February 2023, the Company entered into a privately negotiated exchange and purchase agreement with a single holder of certain of the Company’s convertible notes due in 2027 (the “2027 Notes”) and 2028 (the “2028 Notes”). The Company issued the holder $500.0 million aggregate principal amount of 2.0% Convertible Notes due in 2030 (the “2030 Notes” and, collectively with the 2025 Notes, 2027 Notes, and 2028 Notes, the “Notes”) in exchange for $183.7 million of aggregate principal of 2027 Notes, $201.0 million of aggregate principal of 2028 Notes, and $138.0 million of cash. The extinguishment resulted in a gain on settlement of convertible notes of $17.7 million, which is included in interest income (expense), net in the condensed consolidated statement of operations for the three months ended March 31, 2023. The gain represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of exchange.
In March 2023, the Company entered into a privately negotiated exchange agreement with two holders of certain of the 2025 Notes. The Company issued the holder $73.0 million aggregate principal amount of 2030 Notes in exchange for $65.8 million of aggregate principal of 2025 Notes. The extinguishment resulted in a loss on settlement of convertible notes of $7.4 million, which is included in interest income (expense), net in the condensed consolidated statement of operations for the three months ended March 31, 2023. The loss represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of exchange.
The net proceeds from the issuance of the 2030 Notes were approximately $133.0 million, after deducting commissions and offering expenses payable by the Company.
The 2030 Notes will mature on March 1, 2030 and bear interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2023.
Summary of Conversion Features
Until the six-months immediately preceding the maturity date of the applicable series of the Company’s convertible notes (the “Notes”), each series of Notes is convertible only upon the occurrence of certain events and during certain periods, as set forth in the Indentures filed at the time of the original offerings. On or after the date that is six-months immediately preceding the maturity date of the applicable series of Notes until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert such Notes at any time. The Notes will be convertible into cash, shares of the Company’s common stock (plus, if applicable, cash in lieu of any fractional share), or a combination of cash and shares of the Company’s common stock, at the Company’s election.
21
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
It is the Company’s intent and policy to settle all conversions through combination settlement. The initial conversion rate is 13.26, 8.96, 8.21, and 12.37 shares of common stock per $1,000 principal amount for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively, which is equivalent to an initial conversion price of approximately $75.43, $111.66, $121.84, and $80.83 per share of the Company’s common stock for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively. The 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes are potentially convertible into up to 3.3 million, 5.0 million, 7.8 million, and 7.1 million shares, respectively. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the Indentures filed at the time of the original offerings but will not be adjusted for accrued and unpaid interest. In addition, holders of the Notes who convert their Notes in connection with a “make-whole fundamental change” (as defined in the Indentures), will, under certain circumstances, be entitled to an increase in the conversion rate.
If the Company undergoes a “fundamental change” (as defined in the Indentures), holders of the Notes may require the Company to repurchase for cash all or part of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest.
Based on the closing price of the Company’s common stock of $69.06 on March 31, 2024, the if-converted values on the Notes do not exceed the principal amount.
The Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness, or the issuance or repurchase of securities by the Company.
Ranking of Convertible Notes
The Notes are the Company’s senior unsecured obligations and (i) rank senior in right of payment to all of its future indebtedness that is expressly subordinated in right of payment to the Notes; (ii) rank equal in right of payment to each outstanding series thereof and to all of the Company’s future liabilities that are not so subordinated, unsecured indebtedness; (iii) are effectively junior to all of the Company’s existing and future secured indebtedness and other secured obligations, to the extent of the value of the assets securing that indebtedness and other secured obligations; and (iv) are structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries.
Issuance Costs
Issuance costs are amortized to interest expense over the term of the Notes. The following table summarizes the original issuance costs at the time of issuance for each set of Notes:
(In thousands)
2030 Convertible Notes$4,938 
2028 Convertible Notes24,453 
2027 Convertible Notes14,285 
2025 Convertible Notes17,646 
Interest Expense
Interest expense on the Notes includes the following:
Three Months Ended March 31,
(In thousands)20242023
Debt issuance costs amortization$1,315 $1,378 
Debt discount amortization25 31 
Gain on settlements of convertible notes— (10,324)
Coupon interest expense4,906 3,354 
Total interest expense (income) on convertible notes$6,246 $(5,561)
22
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The following table summarizes the effective interest rates of the Notes:
Three Months Ended March 31,
20242023
2030 Convertible Notes2.12 %2.12 %
2028 Convertible Notes0.64 %0.64 %
2027 Convertible Notes0.67 %0.67 %
2025 Convertible Notes1.18 %1.18 %
The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 0.79, 2.96, 3.92, and 5.92 years for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively.

(10) LICENSE AND COLLABORATION AGREEMENTS
The Company licenses certain technologies that are, or may be, incorporated into its technology under several license agreements, as well as the rights to commercialize certain diagnostic tests through collaboration agreements. Generally, the license agreements require the Company to pay single-digit royalties based on net revenues received using the technologies and may require minimum royalty amounts, milestone payments, or maintenance fees.
Mayo Foundation for Medical Education and Research
In June 2009, the Company entered into an exclusive, worldwide license agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), under which Mayo granted the Company an exclusive, worldwide license to certain Mayo patents and patent applications, as well as a non-exclusive, worldwide license with regard to certain Mayo know-how. The scope of the license covers any screening, surveillance or diagnostic test or tool for use in connection with any type of cancer, pre-cancer, disease or condition. The Company’s license agreement with Mayo was most recently amended and restated in September 2020.
The licensed Mayo patents and patent applications contain both method and composition claims that relate to sample processing, analytical testing and data analysis associated with nucleic acid screening for cancers and other diseases. The jurisdictions covered by these patents and patent applications include the U.S., Australia, Canada, the European Union, China, Japan and Korea. Under the license agreement, the Company assumed the obligation and expense of prosecuting and maintaining the licensed Mayo patents and is obligated to make commercially reasonable efforts to bring to market products using the licensed Mayo intellectual property.
Pursuant to the Company’s agreement with Mayo, the Company is required to pay Mayo a low-single-digit royalty on the Company’s net sales of current and future products using the licensed Mayo intellectual property each year during the term of the Mayo agreement.
The Company is also required to pay Mayo up to $3.0 million in sales-based milestone payments upon cumulative net sales of each product using the licensed Mayo intellectual property reaching specified levels.
The license agreement will remain in effect, unless earlier terminated by the parties in accordance with the agreement, until the last of the licensed patents expires in 2039 (or later, if certain licensed patent applications are issued). However, if the Company is still using the licensed Mayo know-how or certain Mayo-provided biological specimens or their derivatives on such expiration date, the term shall continue until the earlier of the date the Company stops using such know-how and materials and the date that is five years after the last licensed patent expires. The license agreement contains customary termination provisions and permits Mayo to terminate the license agreement if the Company sues Mayo or its affiliates, other than any such suit claiming an uncured material breach by Mayo of the license agreement.
23
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
In addition to granting the Company a license to the covered Mayo intellectual property, Mayo provides the Company with product development and research and development assistance pursuant to the license agreement and other collaborative arrangements. In September 2020, Mayo also agreed to make available certain personnel to provide such assistance through January 2025. In connection with this collaboration, the Company has incurred insignificant charges for the three months ended March 31, 2024 and 2023, respectively. The charges incurred in connection with this collaboration are recorded in research and development expenses in the Company’s condensed consolidated statements of operations.
Johns Hopkins University
Through the acquisition of Thrive, the Company acquired a worldwide exclusive license agreement with Johns Hopkins University (“JHU”) for use of several JHU patents and licensed know-how. The license is designed to enable the Company to leverage JHU proprietary data in the development and commercialization of a blood-based, multi-cancer screening test. The agreement terms would require the Company to pay single-digit sales-based royalties and up to $45.0 million in sales-based milestone payments if net sales of a licensed product using JHU proprietary data reach specified levels. The Company will record the sales-based royalties and sales-based milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of any sales-based royalties or sales-based milestones as of March 31, 2024.
Targeted Digital Sequencing (“TARDIS”) License Agreement
In January 2021, the Company entered into an exclusive, worldwide license to the proprietary TARDIS technology from The Translational Genomics Research Institute (“TGen”). Under the agreement, the Company acquired a royalty-free, worldwide exclusive license to proprietary TARDIS patents and know-how. Under the agreement, the Company is obligated to make milestone payments to TGen of up to $45.0 million in sales-based milestone payments upon cumulative net sales related to molecular residual disease (“MRD”) detection and/or treatment reaching specified levels. These payments are contingent upon achievement of these cumulative revenues on or before December 31, 2030. The Company will record the sales milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of sales milestones as of March 31, 2024.
Broad Institute, Inc.
In June 2023, the Company entered into an exclusive license agreement with Broad Institute, Inc. (“Broad Institute”) to utilize the Minor Allele Enriched Sequencing Through Recognition Oligonucleotides (“MAESTRO”) technology in the Company’s MRD testing. Under the license agreement, the Company is obligated to make development milestone payments to Broad Institute of up to $6.5 million upon achievement of certain development milestones related to prospective MRD tests that use the MAESTRO technology. In addition, the Company is obligated to make sales-based milestone payments to Broad Institute that equate up to a mid-single-digit royalty upon the achievement of certain cumulative net sales targets of licensed products using the MAESTRO technology beginning at $500.0 million. The Company will record the development milestones once achieved and the sales milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of development milestones or sales milestones as of March 31, 2024.
Watchmaker Genomics, Inc.
In July 2023, the Company entered into a co-exclusive development and license agreement with Watchmaker Genomics, Inc. (“Watchmaker”) under which the Company granted Watchmaker a co-exclusive license to the non-bisulfite technology for the detection of methylated DNA and other epigenetic modifications (“TAPS”). TAPS is based on patents obtained by the Company through an exclusive license agreement with the Ludwig Institute for Cancer Research. Under the agreement, both parties have the right to use and develop TAPS for commercial purposes. The Company has the potential to receive up to $82.0 million in sales-based milestone payments and mid-single digit royalties based on future Watchmaker net sales of licensed products including TAPS. Additionally, Watchmaker has the right to sublicense TAPS, and the Company has the potential to receive royalties based on future Watchmaker sublicense receipts.

24
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(11) STOCKHOLDERS’ EQUITY
Changes in Accumulated Other Comprehensive Income (Loss)
The amounts recognized in AOCI for the three months ended March 31, 2024 were as follows:
(In thousands)Cumulative Translation AdjustmentUnrealized Gain (Loss) on Securities (1)
AOCI
Balance at December 31, 2023$1,374 $54 $1,428 
Other comprehensive income (loss) before reclassifications
(1,140)(808)(1,948)
Amounts reclassified from accumulated other comprehensive income (loss)
— 21 21 
Net current period change in accumulated other comprehensive income (loss)
(1,140)(787)(1,927)
Balance at March 31, 2024$234 $(733)$(499)
______________
(1)There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2024.
The amounts recognized in AOCI for the three months ended March 31, 2023 were as follows:
(In thousands)Cumulative Translation AdjustmentUnrealized Gain (Loss) on Securities (1)
AOCI
Balance at December 31, 2022$53 $(5,289)$(5,236)
Other comprehensive loss before reclassifications550 2,289 2,839 
Amounts reclassified from accumulated other comprehensive income (loss)
— 678 678 
Net current period change in accumulated other comprehensive income (loss)
550 2,967 3,517 
Balance at March 31, 2023$603 $(2,322)$(1,719)
______________
(1)There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2023.
Amounts reclassified from AOCI for the three months ended March 31, 2024 and 2023 were as follows:
Affected Line Item in the
Statements of Operations		Three Months Ended March 31,
Details about AOCI Components (In thousands)20242023
Change in value of available-for-sale investments
Sales and maturities of available-for-sale investments
Investment income, net
$21 $678 
Total reclassifications$21 $678 

(12) STOCK-BASED COMPENSATION
Stock-Based Compensation Plans
The Company maintains the following plans for which awards were granted from or had awards outstanding in 2023: the 2010 Omnibus Long-Term Incentive Plan (as Amended and Restated effective July 27, 2017), the 2019 Omnibus Long-Term Incentive Plan, and the 2010 Employee Stock Purchase Plan. These plans are collectively referred to as the “Stock Plans” and are administered in conjunction with the Company’s Equity Award Death, Disability and Retirement Policy, which was adopted in February 2023. Refer to the Company’s 2023 Form 10-K for further information regarding this policy.
25
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Stock-Based Compensation Expense
The Company records stock-based compensation expense in connection with the amortization of restricted stock and restricted stock unit awards (“RSUs”), performance share units (“PSUs”), stock purchase rights granted under the Company’s employee stock purchase plan and stock options granted to employees, non-employee consultants and non-employee directors. The Company recorded $60.4 million and $49.1 million in stock-based compensation expense during the three months ended March 31, 2024 and 2023, respectively.
As of March 31, 2024, there was approximately $520.8 million of expected total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under all equity compensation plans. The Company expects to recognize that cost over a weighted average period of 2.8 years.
Stock Options
A summary of stock option activity under the Stock Plans is as follows:
Option SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term (Years)Aggregate Intrinsic Value (1)
(Aggregate intrinsic value in thousands)
Outstanding, January 1, 20241,286,173 $47.67 3.8
Exercised(133,097)16.03 
Forfeited(14,409)94.95 
Outstanding, March 31, 20241,138,667 $50.77 3.9$31,533 
Vested and expected to vest, March 31, 2024
1,138,667 $50.77 3.9$31,533 
Exercisable, March 31, 20241,138,667 $50.77 3.9$31,533 
______________
(1)The total intrinsic value of options exercised, net of shares withheld for taxes, during the three months ended March 31, 2024 and 2023 was $2.9 million and $4.8 million, respectively, determined as of the date of exercise.
Restricted Stock and Restricted Stock Units
The fair value of restricted stock and RSUs is determined on the date of grant using the closing stock price on that day.
A summary of restricted stock and RSU activity during the three months ended March 31, 2024 is as follows:
Restricted SharesWeighted Average Grant Date Fair Value (1)
Outstanding, January 1, 20246,272,763 $73.39 
Granted3,673,677 57.64 
Released (2)(1,731,848)81.17 
Forfeited(179,074)63.48 
Outstanding, March 31, 20248,035,518 $64.60 
______________
(1)The weighted average grant date fair value of the RSUs granted during the three months ended March 31, 2023 was $60.25.
(2)The fair value of RSUs vested and converted to shares of the Company’s common stock was $140.2 million and $121.2 million during the three months ended March 31, 2024 and 2023, respectively.
26
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Performance Share Units
The Company has issued performance-based equity awards to certain employees which vest upon the achievement of certain performance goals, including financial performance targets and operational milestones.
A summary of PSU activity during the three months ended March 31, 2024 is as follows:
Performance Share Units (1)Weighted Average Grant Date Fair Value (2)
Outstanding, January 1, 20241,597,801 $92.73 
Granted854,749 63.13 
Released (3)(63,809)140.20 
Forfeited(182,714)134.17 
Outstanding, March 31, 20242,206,027 $76.46 
______________
(1)The PSUs listed above assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding PSUs as of March 31, 2024 was 1,097,448.
(2)The weighted average grant date fair value of the PSUs granted during the three months ended March 31, 2023 was $79.17.
(3)The fair value of PSUs vested and converted to shares of the Company’s common stock was $8.9 million and $1.0 million for the three months ended March 31, 2024 and 2023, respectively.
Employee Stock Purchase Plan
There were no shares issued under the 2010 Employee Stock Purchase Plan during the three months ended March 31, 2024 and 2023.
27
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(13) COMMITMENTS AND CONTINGENCIES
Leases
Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:
Three Months Ended March 31,
(In thousands)20242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$9,771$9,135
Operating cash flows from finance leases263170
Finance cash flows from finance leases1,336745
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)$9,019$(3,833)
Right-of-use assets obtained in exchange for new finance lease liabilities9,006318
Weighted-average remaining lease term - operating leases (in years)7.107.18
Weighted-average remaining lease term - finance leases (in years)3.173.07
Weighted-average discount rate - operating leases6.58 %6.42 %
Weighted-average discount rate - finance leases6.87 %6.67 %
______________
(1)For the three months ended March 31, 2023, this includes reductions of $6.2 million on the carrying value of the right-of-use assets held due to a reduction of the expected lease term.
As of March 31, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases are $142.0 million and $143.7 million, respectively, which are reported in operating lease right-of-use assets in the Company’s condensed consolidated balance sheets. As of March 31, 2024, the Company has outstanding operating lease obligations of $189.6 million, of which $27.2 million is reported in operating lease liabilities, current portion and $162.4 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets. As of December 31, 2023, the Company had outstanding operating lease obligations of $190.4 million, of which $29.4 million is reported in operating lease liabilities, current portion and $161.1 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets.
As of March 31, 2024 and December 31, 2023, the Company’s right-of-use assets from finance leases are $18.6 million and $11.3 million, respectively, which are reported in other long-term assets, net in the Company’s condensed consolidated balance sheets. As of March 31, 2024, the Company has outstanding finance lease obligations of $19.5 million, of which $6.4 million is reported in other current liabilities and $13.1 million is reported in other long-term liabilities in the Company’s condensed consolidated balance sheets. As of December 31, 2023, the Company had outstanding finance lease obligations of $11.9 million, of which $4.4 million is reported in other current liabilities and $7.5 million is reported in other long-term liabilities in the Company’s condensed consolidated balance sheets.

Legal Matters
The Company accrues costs for certain legal proceedings and regulatory matters to the extent that it determines an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While such accrued costs reflect the Company’s best estimate of the probable loss for such matters, the recorded amounts may differ materially from the actual amount of any such losses. In some cases, no estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made because of the inherently unpredictable nature of legal and regulatory proceedings, which may be exacerbated by various factors, including but not limited to, that they may involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or legal uncertainties; involve disputed facts; represent a shift in regulatory policy; involve a large number of parties, claimants or regulatory bodies; are in the early stages of the proceedings; involve a number of separate proceedings and/or a wide range of potential outcomes; or result in a change of business practices.
28
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of the date of this Quarterly Report on Form 10-Q, amounts accrued for legal proceedings and regulatory matters were not material. However, it is possible that in a particular quarter or annual period the Company’s financial condition, results of operations, cash flow and/or liquidity could be materially adversely affected by an ultimate unfavorable resolution of, or development in, legal and/or regulatory proceedings. The Company believes that the ultimate outcome of any of the regulatory and legal proceedings that are currently pending against it should not have a material adverse effect on financial condition, results of operations, cash flow or liquidity.
Refer to the Company’s 2023 Form 10-K for detailed disclosures on legal matters that were settled in 2023.
(14) WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS
During December 2021, the Company entered into an amended agreement (“Amended WEDC Agreement”) with the Wisconsin Economic Development Corporation (“WEDC”) to earn an additional $18.5 million in refundable tax credits on the condition that the Company expends $350.0 million in capital investments and establishes and maintains 1,300 additional full-time positions over a five-year period. The capital investment credits are earned at a rate of 10% of eligible capital investments up to a maximum of $7.0 million, while the jobs creation credits are earned annually pursuant to the agreement.
The tax credits earned are first applied against the tax liability otherwise due, and if there is no such liability present, the claim for tax credits will be reimbursed in cash to the Company. The maximum amount of the refundable tax credit to be earned for each year is fixed, and the Company earns the credits by meeting certain capital investment and job creation thresholds over the term of the agreement. Should the Company earn and receive the job creation tax credits but not maintain those full-time positions through the end of the agreement, the Company may be required to pay those credits back to the WEDC.
The Company records the earned tax credits as job creation and capital investments occurs. The tax credits earned from capital investment are recognized as a reduction to capital expenditures at the time the costs are incurred, and then as an offset to depreciation expense over the expected life of the acquired capital assets. The tax credits earned related to job creation are recognized as an offset to operational expenses in the period in which the credits are earned.
As of March 31, 2024, the Company has earned $11.0 million of the refundable tax credits under the Amended WEDC Agreement. The unpaid portion is $5.5 million, of which $4.2 million is reported in prepaid expenses and other current assets and $1.3 million is reported in other long-term assets, net in the Company’s condensed consolidated balance sheets reflecting when collection of the refundable tax credits is expected to occur. During the three months ended March 31, 2024 and 2023, the amounts recorded as an offset to capital expenditures and operating expenses for the tax credits earned were not significant.
(15) ACQUISITIONS AND DIVESTITURES
Business Combinations
Resolution Bioscience, Inc.
On September 12, 2023, the Company completed the acquisition of all of the outstanding capital stock of Resolution Bioscience, Inc. (“Resolution Bioscience”) from Agilent Technologies, Inc. Resolution Bioscience develops and commercializes next-generation sequencing-based precision oncology solutions through its Clinical Laboratory Improvement Amendments (“CLIA”) certified lab based in Kirkland, Washington. The acquisition provides the Company with a high-quality blood-based therapy selection platform, complementing its comprehensive, tissue-based OncoExTra® test.
Refer to the Company’s 2023 Form 10-K for detailed disclosures on the combination, including the fair value of the consideration transferred, purchase price allocation, and goodwill and intangible assets identified in the transaction. During the three months ended March 31, 2024, there were no significant changes to the purchase price and purchase price allocation. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the developed technology intangible asset.
29
EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Divestitures
Oncotype DX Genomic Prostate Score Test
On August 2, 2022, pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) with MDxHealth SA (“MDxHealth”), the Company completed the sale of the intellectual property and know-how related to the Company’s Oncotype DX Genomic Prostate Score test (“GPS test”), which will allow the Company to focus on the highest impact projects core to the Company’s vision. On August 23, 2023, the Company and MDxHealth executed the Second Amendment to the Asset Purchase Agreement (the “Second Amendment”). Under the Second Amendment, the Company agreed to allow MDxHealth to defer the 2023 contingent consideration payment by three years in exchange for additional consideration and more favorable contingent consideration terms, including elimination of the minimum revenue thresholds previously required to be met under the Asset Purchase Agreement. Refer to the Company’s 2023 Form 10-K for additional details on the agreements.
As of March 31, 2024 and December 31, 2023, a portion of the contingent consideration is classified as a contract asset. The contract asset was $41.4 million and $41.7 million as of March 31, 2024 and December 31, 2023, respectively. The contract asset was estimated using historical GPS test revenues by MDxHealth under the most likely method. The remaining consideration balance as of March 31, 2024 and December 31, 2023 was $31.6 million, which includes the amount earned during the 2023 earnout year and is classified as a receivable. The contract asset and receivable are included in other long-term assets, net on the condensed consolidated balance sheet. The Company recorded an insignificant contingent consideration loss for the three months ended March 31, 2024, which is included in other operating loss in the condensed consolidated statement of operations.
(16) SEGMENT INFORMATION
Management determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This operating segment is focused on the development and global commercialization of clinical laboratory services allowing healthcare providers and patients to make individualized treatment decisions. Management assessed the financial information routinely reviewed by the Company's Chief Operating Decision Maker, its President and Chief Executive Officer, to monitor the Company's operating performance and support decisions regarding allocation of resources to its operations. Performance is continuously monitored at the consolidated level to timely identify deviations from expected results.
The following table summarizes total revenue from customers by geographic region. Product revenues are attributed to countries based on ship-to location.
Three Months Ended March 31,
(In thousands)20242023
United States$592,991 $565,182 
Outside of United States44,533 37,268 
Total revenues$637,524 $602,450 
Long-lived assets located in countries outside of the U.S. are not significant.

(17) INCOME TAXES
The Company recorded income tax expense of $1.8 million and $1.7 million for the three months ended March 31, 2024 and 2023, respectively. The Company’s income tax expense recorded during the three months ended March 31, 2024 is primarily related to current foreign and state tax expense. A deferred tax liability of $18.2 million and $17.3 million was recorded as of March 31, 2024 and December 31, 2023, respectively, which is included in other long-term liabilities on the Company’s condensed consolidated balance sheet. The Company continues to maintain a full valuation allowance against its deferred tax assets based on management’s determination that it is more likely than not the benefit will not be realized.
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EXACT SCIENCES CORPORATION
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The Company had $38.2 million and $36.4 million of unrecognized tax benefits at March 31, 2024 and December 31, 2023, respectively. These amounts have been recorded as a reduction to the Company’s deferred tax asset, if recognized they would not have an impact on the effective tax rate due to the existing valuation allowance. Certain of the Company's unrecognized tax benefits could change due to activities of various tax authorities, including possible settlement of audits, or through normal expiration of various statutes of limitations. The Company does not expect a material change in unrecognized tax benefits in the next twelve months.
As of March 31, 2024, due to the carryforward of unutilized net operating losses and research and development credits, the Company is subject to U.S. federal income tax examinations for the tax years 2000 through 2024, and to state income tax examinations for the tax years 2000 through 2024. No interest or penalties related to income taxes have been accrued or recognized as of March 31, 2024.

The Organization for Economic Co-operation and Development has endorsed a framework (“Pillar Two”) with model rules introducing a global minimum corporate tax rate via a system where multinational groups with consolidated revenue over €750M are subject to a minimum effective tax rate of 15% on income arising in low-tax jurisdictions on a country-by-country basis. Many countries have implemented laws based on these model rules, with effective dates beginning January 1, 2024. These rules do not have a material impact on the Company for the current period and, as currently designed, are not expected to materially increase the Company’s global tax costs. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.

(18) SUBSEQUENT EVENTS
Convertible Notes
On April 17, 2024, the Company entered into privately negotiated agreements (the “Agreements”) with certain holders of the Company’s 2028 Notes. Pursuant to the Agreements, the Company issued $620.7 million aggregate principal amount of a new series of Convertible Notes due in 2031 (the “2031 Notes”) in exchange for (i) the retirement of $359.7 million in aggregate principal amount of 2028 Notes, and (ii) payment to the Company of $266.8 million in cash. The net proceeds from the issuance of the 2031 Notes were approximately $259.8 million, after deducting commissions and the offering expenses payable by the Company. The exchange of the 2028 Notes is preliminarily expected to be accounted for as an extinguishment that will result in a gain or loss on settlement of convertible notes in the second quarter of 2024, which will be included in interest income (expense), net in the condensed consolidated statement of operations. The 2031 Notes will mature on April 15, 2031 and bear interest at a rate of 1.75% per year, payable semiannually in arrears on October 15 and April 15 of each year, beginning on October 15, 2024.
TARDIS License Agreement
Effective May 1, 2024, the Company entered into termination agreements (the “Termination Agreements”) with TGen for the purpose of terminating the license and sponsored research agreement relating to the TARDIS technology, as further described in Note 10, and an additional sponsored research agreement with a broader scope (collectively, the “Original Agreements”). As part of the Termination Agreements, the Company will pay TGen $27.6 million in compensation for the termination of the Original Agreements, which will be allocated into three annual installments of $9.2 million per year beginning in the second quarter of 2024. The Company will measure the termination payments at fair value and recognize the expense incurred in the second quarter of 2024, which will be included in research and development expenses in the condensed consolidated statement of operations. The termination payments eliminate the Company’s obligation to pay TGen any further payments, equities, fees, costs, or other amounts that would have been due under the Original Agreements, including the milestone payments as described in Note 10. The Company’s ongoing development efforts for its pipeline tests are not impacted by the Termination Agreements.



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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Objective
The purpose of this Management's Discussion and Analysis is to better allow our investors to understand and view our Company from management's perspective. We are providing an overview of our business and strategy including a discussion of our financial condition and results of operations. The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2023, which has been filed with the U.S. Securities and Exchange Commission (“SEC”) (the “2023 Form 10-K”).

Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate” or other comparable terms. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q regarding our strategies, prospects, expectations, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expected future operating results; expectations for development of new or improved products and services and their impact on patients; our strategies, positioning, resources, capabilities and expectations for future events or performance; and the anticipated benefits of our acquisitions, including estimated synergies and other financial impacts. Forward-looking statements are neither historical facts nor assurances of future performance or events. Instead, they are based only on current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results, conditions and events may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results, conditions and events to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully and profitably market our products and services; the acceptance of our products and services by patients and healthcare providers; our ability to meet demand for our products and services; our reliance upon certain suppliers, including suppliers that are the sole source of certain supplies and products used in our tests and operations; approval and maintenance of adequate reimbursement rates for our products and services within and outside of the U.S.; the amount and nature of competition for our products and services; the effects of any judicial, executive or legislative action affecting us or the healthcare system; recommendations, guidelines and quality metrics issued by various organizations regarding cancer screening or our products and services; our ability to successfully develop and commercialize new products and services and assess potential market opportunities; our ability to effectively enter into and utilize strategic partnerships and acquisitions; our success establishing and maintaining collaborative, licensing and supplier arrangements; our ability to obtain and maintain regulatory approvals and comply with applicable regulations; our ability to protect and enforce our intellectual property; the results of our validation studies and clinical trials, including the risks that the results of future studies and trials may differ materially from the results of previously completed studies and trials; our ability to manage an international business and our expectations regarding our international expansion and opportunities; our ability to raise the capital necessary to support our operations or meet our payment obligations under our indebtedness; the potential effects of changing macroeconomic conditions, including the effects of inflation, interest rate and foreign currency exchange rate fluctuations, and geopolitical conflict; the possibility that the anticipated benefits from our business acquisitions will not be realized in full or at all or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of acquired businesses’ operations or the divestiture of business operations will be greater than expected and the possibility that integration or divestiture efforts will disrupt our business and strain management time and resources; the outcome of any litigation, government investigations, enforcement actions or other legal proceedings; and our ability to retain and hire key personnel. The risks included above are not exhaustive. Other important risks and uncertainties are described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the 2023 Form 10-K and subsequently filed Quarterly Reports on Form 10-Q. You are further cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.
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Overview
A leading provider of cancer screening and diagnostic tests, Exact Sciences Corporation (together with its subsidiaries, “Exact,” “we,” “us,” “our” or the “Company”) gives patients and health care professionals the clarity needed to take life-changing action earlier. Building on the success of the Cologuard® and Oncotype DX® tests, we are investing in our pipeline to develop innovative solutions for use before, during, and after a cancer diagnosis.
During the first quarter of 2024, we achieved many critical milestones, including:
•testing more than a million people globally for cancer and rare diseases,
•being recognized as a Gallup Exceptional Workplace, a prestigious award given to only 60 companies worldwide,
•increasing our Cologuard test adoption in large, organized screening programs and in federally qualified health clinics,
•expanding the number of Oncotype DX international ordering providers by over 20% since the first quarter of 2023,
•launching our hereditary cancer test, RiskguardTM, through our oncology channel,
•announcing The New England Journal of Medicine published results of our pivotal BLUE-C study, which will support U.S. Food and Drug Administration (“FDA”) approval of our Cologuard PlusTM test,
•generating evidence to support future tests, including Oncodetect™, our molecular residual disease (“MRD”) test.

Our Screening Tests
Cologuard Test
Colorectal cancer is the second leading cause of cancer deaths in the United States (“U.S.”) and the leading cause of cancer deaths in the U.S. among non-smokers. Each year in the U.S., there are approximately 153,000 new cases of colorectal cancer and approximately 53,000 deaths. It is widely accepted that colorectal cancer is among the most preventable, yet least prevented cancers.
Our flagship screening product, the Cologuard test, is a patient-friendly, non-invasive stool-based DNA (“sDNA”) screening test that utilizes a multi-target approach to detect DNA and hemoglobin biomarkers associated with colorectal cancer and pre-cancer. Upon approval by the FDA in August 2014, our Cologuard test became the first and only FDA-approved sDNA non-invasive colorectal cancer screening test. Our Cologuard test is now indicated for average risk adults 45 years of age and older.
Clinical Genetic Testing
We provide more than 5,000 predefined genetic tests for nearly all clinically relevant genes, additional custom panels, and comprehensive germline, whole exome (“PGxome®”), and whole genome (“PGnome®”) sequencing tests.
Riskguard, our hereditary cancer test, helps people understand their inherited risk of cancer, arming them with critical information to make better treatment decisions.

Our Precision Oncology Tests
Our precision oncology portfolio delivers actionable genomic insights to inform prognosis and cancer treatment after a diagnosis. In breast cancer, the Oncotype DX Breast Recurrence Score® test is the only test shown to predict the likelihood of chemotherapy benefit as well as the chance of cancer recurrence in the most common sub-type of early-stage breast cancer. As the only test proven to predict both the likelihood of chemotherapy benefit and cancer recurrence, the Oncotype DX test is recognized globally as standard of care and is included in all major breast cancer treatment guidelines. The OncoExTra® test applies comprehensive tumor profiling, utilizing whole exome and whole transcriptome sequencing, to aid in therapy selection for patients with advanced, metastatic, refractory, relapsed, or recurrent cancer. With an extensive panel of approximately 20,000 genes and 169 introns, the OncoExTra test is one of the most comprehensive genomic (DNA) and transcriptomic (RNA) panels available today. We enable patients to take a more active role in their cancer care and makes it easy for providers to order tests, interpret results, and personalize medicine.

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International Business Background and Products
We commercialize or plan to commercialize our Oncotype® tests internationally through employees in Canada, Japan and a number of European countries, as well as through exclusive distribution agreements. We have provided our Oncotype tests in approximately 120 countries outside of the U.S. We do not offer our Cologuard test outside of the U.S.

Pipeline Research and Development
Our research and development efforts are focused on developing new products and enhancing existing products to address unmet cancer needs and expand the clinical utility and addressable patient populations for our existing tests. We are focused on enhancing our Cologuard test’s performance characteristics and developing tissue, blood, and other sample type tests. These development efforts may lead to a variety of new products, including risk assessment, screening and prevention, early disease diagnosis, adjuvant and/or neoadjuvant disease treatment, metastatic disease treatment selection, and patient monitoring.
Through our collaboration with Mayo Foundation for Medical Education and Research (“Mayo”), we have successfully performed validation studies involving multiple types of cancer using tissue, blood, and other sample types. In September 2020, Mayo agreed to make available certain personnel to provide us research and development assistance through January 2025. Through recent business development activities, we have also acquired exclusive access to technologies developed by The Johns Hopkins University, Broad Institute, Inc. (“Broad Institute”), Oxford University, and the Ludwig Institute for Cancer Research.
We are focusing our research and development efforts on three main areas:
•Colorectal Cancer Screening. Over the past decade, together with Mayo, we have been seeking to improve our Cologuard test’s performance characteristics, focusing on reducing the false positive rate of the test. In March 2024, the New England Journal of Medicine published our Cologuard Plus test results from the pivotal BLUE-C study, showing overall sensitivity of 94% for colorectal cancer at specificity of 91%, which is a 30% relative improvement compared to the false positive rate observed in the DeeP-C study for our Cologuard test. We submitted the final module of the Cologuard Plus test premarket approval application to the FDA in December 2023, and expect a decision in late 2024. We are also working to develop a blood-based screening test for colorectal cancer as a second-line option for people who haven't been screened with more accurate methods.
•Multi-Cancer Screening Test Development. We are currently seeking to develop a multi-cancer screening test, which will be branded as CancerguardTM, to help detect many different types of cancer from a single blood draw. In September 2022, we presented data at the European Society for Medical Oncology (“ESMO”) Congress from a biomarker validation study, which demonstrated the ability to detect cancer signals from 15 organ sites with a mean sensitivity of 61% and mean specificity of 98.2%. The multi-biomarker approach detected stage I and stage II cancers with a combined sensitivity of 38.7%. In June 2023, we announced a collaboration with Baylor Scott & White to utilize our Cancerguard test within a subset of their clinics to generate real-world experience and evidence of our multi-cancer screening approach. In April 2024, we presented late-breaking data at the American Association for Cancer Research (“AACR”) annual meeting from the first analysis of ASCEND-2, a multi-center, prospective, case-control study of over 11,000 clinically characterized participants. These results validate the sensitivity and specificity of our multi-biomarker class approach across a broad range of cancer types, including the most aggressive cancers and cancers with no current standard of care for screening. We plan to share additional analyses from ASCEND-2 at upcoming scientific conferences. In the future, we plan to begin recruiting patients for the FDA registrational Study of All comeRs (“SOAR”) trial, which we expect to be the largest prospective, interventional multi-cancer screening trial ever conducted in the U.S.
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•MRD Test Development. We plan to offer our Oncodetect test, a tumor-informed MRD test to help detect small amounts of tumor DNA that may remain in patients’ blood after they have undergone initial cancer treatment. This test will help patients and oncologists understand the success of initial treatment, guide further treatment, and monitor for cancer recurrence. Our goal is to support all patients in MRD and recurrence monitoring, whether there is access to tumor tissue to inform patient-specific biomarker targets or no access to tissue and a predefined biomarker panel is used. We recently completed analytical validation of our tumor-informed platform utilizing colorectal cancer samples and are currently conducting a clinical validation study that will be submitted to MolDx for approval and subsequent Medicare reimbursement. In June 2023, we entered into a sponsored research agreement and exclusive license agreement with Broad Institute to utilize their Minor Allele Enriched Sequencing Through Recognition Oligonucleotides (“MAESTRO”) diagnostic testing technology to further our ability to develop and launch impactful MRD tests. We are developing the MAESTRO platform for use in certain future MRD tests.
Research and development, which includes our clinical study programs, accounts for a material portion of our operating expenses. As we seek to enhance our product portfolio and advance our pipeline, we expect that our research and development expenditures will continue to be a significant portion of our operating expenditures.

2024 Priorities
Our top priorities for 2024 are to (1) focus on our people and customers, (2) bring our portfolio to life, and (3) magnify our impact.
Focus on our People and Customers
We want to continue to provide an exceptional experience for our patients and team members. We plan to improve customer relations by delivering simple and smooth workflows, providing communication that is clear and easy to understand, and providing results that are fast and accurate. We will also strive to ensure that Exact Sciences remains a great place to work by taking care of our people.
Bring our Portfolio to Life
We will focus on advancing new tests in our highest priority programs including colorectal cancer screening, MRD, and multi-cancer screening. We plan to continue investing in our clinical trials to enhance existing products and bring new products to patients and providers, including obtaining FDA approval and securing coverage for our next generation Cologuard test, Cologuard Plus.
Magnify our Impact
We are committed to improving lives through testing more people with our laboratory testing services in 2024 including expanding screening access to underserved populations. By testing more people, we will continue to expand our business in a cost-efficient manner allowing us to generate sustainable profits and increase shareholder value. Generating sustained profits will put the company in a better position to continue investing in life-changing cancer diagnostics to help achieve our mission.
Recent Developments and Trends
We estimate there are up to 60 million Americans that are not up to date with their colon cancer screenings. The capacity for screening colonoscopies in the U.S. is relatively fixed because it is dependent on the number of gastroenterologists available to perform the procedures. Health systems and health care providers are motivated to increase screening rates because they are measured as part of the Healthcare Effectiveness Data and Information Set (“HEDIS”) and Medicare Stars quality measure systems. More health systems are recognizing the opportunity to partner with Exact Sciences to address their screening rates and related quality measures. We aim to partner with them to implement our Cologuard test as an essential part of their screening toolkit and embed it in their workflows. We continue to implement more electronic ordering interfaces connecting health systems to Exact Sciences. Our Cologuard test market share is increasing in larger health systems, helping us screen more Americans.
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We have an opportunity to impact even more lives by increasing adoption of Oncotype DX tests internationally. In 2023, we secured reimbursement for the Oncotype DX test in Japan. Breast cancer is the most common cancer among Japanese women, with about 45,000 new diagnoses of early-stage HR+, HER2- breast cancer each year. With reimbursement in place, we estimate that more than 100 women a day could learn if their cancer is likely to recur, and potentially be spared of unnecessary chemotherapy.

Results of Operations
We have incurred losses since our inception and, as of March 31, 2024, we had an accumulated deficit of approximately $3.58 billion. While our operating results have continued to improve, we expect to incur net losses for the near future, and it is possible we may never become profitable or sustain profitability.
Revenue. Our Screening revenue primarily includes laboratory service revenue from our Cologuard and Prevention Genetics, LLC (“PreventionGenetics”) tests while our Precision Oncology revenue primarily includes laboratory service revenue from global Oncotype DX and therapy selection tests.
Three Months Ended March 31,
Amounts in millions20242023Change
Screening$474.8 $443.2 $31.6 
Precision Oncology162.7 155.4 7.3 
COVID-19 Testing— 3.8 (3.8)
Total$637.5 $602.5 $35.1 
The increase in Screening revenue was mainly due to an increase in the number of completed Cologuard tests. The increase in completed Cologuard tests for the three months ended March 31, 2024 was due to improved sales team productivity, growth across all customer segments, organized screening programs, and more patients rescreening with our Cologuard test. The increase in Precision Oncology revenue was mainly due to an increase in the number of completed Oncotype DX breast cancer tests, both domestically and internationally, led by increased number of international ordering providers. We discontinued our COVID-19 testing business in the second quarter of 2023 due to lower demand, which led to the decrease in COVID-19 testing revenue. A discussion on our COVID-19 testing business was provided in our Annual Report on Form 10-K for the year ended December 31, 2023.
Adjustments to revenue recognized during the period relating to prior period estimates were less than 1% and 2% of revenue recorded in our condensed consolidated statement of operations for the three months ended March 31, 2024 and 2023, respectively. The impact to revenue for the three months ended March 31, 2024 was not significant. The impact to revenue for the three months ended March 31, 2023 resulted in recognition of $11.7 million, which was due to improvements made in our billing systems and processes, including international contracting and collections.
We expect continuing revenue growth for our Cologuard and Oncotype tests subject to seasonal variability. Our revenues are affected by the test volume of our products, patient adherence rates, payer mix, the levels of reimbursement, our order to cash operations, and payment patterns of payers and patients.
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Cost of sales (exclusive of amortization of acquired intangible assets). The increase in cost of sales for the three months ended March 31, 2024 was primarily due to an increase in production costs and personnel expenses, which was a result of an increase in completed Cologuard and Oncotype tests and the corresponding increase in headcount to support the increase in tests completed. Cost of sales (exclusive of amortization of acquired intangible assets) as a percentage of revenue was consistent for the three months ended March 31, 2024 and March 31, 2023. We expect that cost of sales will generally continue to increase in future periods as a result of an increase in our existing laboratory testing services and as we launch our pipeline products. We also expect to see a corresponding increase in personnel and support services associated with this growth.
Three Months Ended March 31,
Amounts in millions20242023Change
Production costs$98.1 $92.7 $5.4 
Personnel expenses50.2 45.0 5.2 
Facility and support services15.6 13.6 2.0 
Stock-based compensation5.2 4.9 0.3 
Other cost of sales expenses1.0 0.7 0.3 
Total cost of sales expense$170.1 $156.9 $13.2 
Research and development expenses. The increase in research and development expenses for the three months ended March 31, 2024 was primarily due to an increase in personnel expenses and direct research and development costs due to an increase in headcount and other resources needed to support our ongoing clinical trials and other research and development efforts. Our direct research and development costs, which represent a significant portion of our research and development expenses, are primarily related to clinical trial expenses for our BLUE-C clinical study, as well as research related expenses for the development of our MRD and multi-cancer screening tests. The increase in direct research and development costs for the three months ended March 31, 2024 was primarily due to costs incurred related to our clinical study research activities described in more detail in the Pipeline Research and Development section above, which increased throughout 2023 and into the first quarter of 2024. These costs were offset slightly by a decrease in expenses related to the BLUE-C study. We expect that research and development expenses will generally continue to increase in future periods as we continue to invest to advance new tests.
Three Months Ended March 31,
Amounts in millions20242023Change
Personnel expenses$53.0 $43.7 $9.3 
Direct research and development29.7 23.3 6.4 
Facility and support services14.2 14.6 (0.4)
Stock-based compensation11.7 9.7 2.0 
Professional fees1.8 1.6 0.2 
Other research and development0.2 2.5 (2.3)
Total research and development expenses$110.6 $95.4 $15.2 
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Sales and marketing expenses. Sales and marketing expenses for the three months ended March 31, 2024 stayed relatively consistent compared to the three months ended March 31, 2023. This is a result of continued efforts over the past two years to reduce sales and marketing spend by leveraging our sales teams and focusing on high impact sales and marketing initiatives. We anticipate sales and marketing expenses will generally increase in future periods as we reinvest in sales and marketing to address demand for current products and the launch of new products, while continuing to decrease as a percentage of revenue over time, driven by the growth of Cologuard and Oncotype testing services.
Three Months Ended March 31,
Amounts in millions20242023Change
Personnel expenses$109.9 $110.3 $(0.4)
Direct marketing costs47.2 47.3 (0.1)
Stock-based compensation16.7 12.7 4.0 
Professional and legal fees15.4 11.0 4.4 
Facility and support services2.8 4.5 (1.7)
Other sales and marketing expenses0.4 1.2 (0.8)
Total sales and marketing expenses$192.4 $187.0 $5.4 
General and administrative expenses. The increase in general and administrative expenses for the three months ended March 31, 2024 was primarily due to an increase in personnel and stock-based compensation expenses to support the growth in our operations. In addition, the increase in other general and administrative expenses was primarily due to a $5.6 million loss for the three months ended March 31, 2024 compared to a gain of $8.9 million for the three months ended March 31, 2023 as a result of the change in fair value of our outstanding contingent consideration liabilities as further described in Note 7 of our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. The decrease in professional and legal fees was a result of our civil investigative demand with the U.S. Department of Justice (“DOJ”) and a qui tam lawsuit, which were settled in 2023, as further described in Note 15 of our Annual Report on Form 10-K for the year ended December 31, 2023. We expect general and administrative expenses throughout the remainder of 2024 will remain relatively consistent with costs incurred in the first quarter. We expect general and administrative expenses to decrease over time as we leverage efficiencies in our personnel and information technology systems.
Three Months Ended March 31,
Amounts in millions20242023Change
Personnel expenses$114.1 $98.4 $15.7 
Facility and support services45.0 42.8 2.2 
Professional and legal fees37.5 47.1 (9.6)
Stock-based compensation26.8 21.8 5.0 
Other general and administrative19.7 7.2 12.5 
Total general and administrative expenses$243.1 $217.3 $25.8 
Amortization of acquired intangible assets. Amortization of acquired intangible assets increased to $23.3 million for the three months ended March 31, 2024 compared to $22.9 million for the three months ended March 31, 2023. The increase was primarily due to amortization of the intangible asset acquired as part of our acquisition of Resolution Bioscience in September 2023.
Impairment of long-lived assets. Impairment of long-lived assets was $4.4 million for the three months ended March 31, 2024, compared to $0.1 million for the three months ended March 31, 2023. The impairment charges recorded during the three months ended March 31, 2024 and 2023 related to certain of our domestic facilities.
Other operating loss. Other operating loss was $0.3 million for the three months ended March 31, 2024 compared to zero for the three months ended March 31, 2023. The loss recorded for the three months ended March 31, 2024 represents the remeasurement of the contingent consideration asset from the sale of the Oncotype DX Genomic Prostate Score test to MDxHealth SA.
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Investment income, net. Investment income, net increased to $6.2 million for the three months ended March 31, 2024 compared to $0.5 million for the three months ended March 31, 2023. Investment income for the three months ended March 31, 2024 and 2023 was primarily due to gains recorded on our marketable securities.
Interest income (expense), net. Interest expense was $7.9 million for the three months ended March 31, 2024 compared to net interest income of $4.1 million for the three months ended March 31, 2023. Interest expense recorded from our outstanding convertible notes totaled $6.2 million and $4.8 million for the three months ended March 31, 2024 and 2023, respectively. Net interest income for the three months ended March 31, 2023 included a net gain on settlement of convertible notes of $10.3 million. The convertible notes are further described in Note 9 of our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Income tax expense. Income tax expense increased to $1.8 million for the three months ended March 31, 2024 compared to $1.7 million for the three months ended March 31, 2023. Income tax expense for the three months ended March 31, 2024 and 2023 was primarily related to current foreign and state tax expense.
Liquidity and Capital Resources
Overview
We have incurred losses since our inception, and have historically financed our operations primarily through public offerings of our common stock and convertible debt and through revenue generated by the sale of our laboratory testing services. We expect our operating expenditures to continue to increase to support future growth of our laboratory testing services, as well as an increase in research and development and clinical trial costs to support the advancement of our pipeline products and bringing new tests to market. We expect that cash, cash equivalents and marketable securities on hand at March 31, 2024, along with cash flows generated through our operations, will be sufficient to fund our current operations for at least the next twelve months based on current operating plans.
We have access to a revolving line-of-credit (the “Revolver”) of up to $150.0 million, which had its maturity date extended to November 2025 through an amended agreement in October 2022. The Revolver is collateralized by certain marketable securities which must continue to maintain a minimum market value of $150.0 million. PNC Bank, National Association has issued letters of credit totaling $4.4 million, which reduces the amount available for cash advances under the line of credit to $145.6 million. As of March 31, 2024, we had not drawn any funds under the Revolver. In addition to the Revolver, we have an outstanding balance of $50.0 million under an $150.0 million accounts receivable securitization facility (the “Securitization Facility”) as of March 31, 2024, which will mature in June 2024. Upon maturity of the Securitization Facility in June 2024, we will repay the outstanding balance or refinance. Any refinancing is subject to market conditions and other factors, including evaluating other financing options available to us. If we do not refinance, we currently have the ability and resources to repay the balance in cash. The Revolver and Securitization Facility are further described in Note 8 of our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
We may raise additional capital to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons. If we are unable to obtain sufficient additional funds to enable us to fund our business plans and strategic investments, our results of operations and financial condition could be materially adversely affected, and we may be required to delay the implementation of our plans or otherwise scale back our operations. There can be no certainty that we will ever be successful in generating sufficient cash flow from operations to achieve and maintain profitability and meet all of our obligations as they come due.
Cash, Cash Equivalents and Marketable Securities
As of March 31, 2024, we had approximately $347.5 million in unrestricted cash and cash equivalents and approximately $304.6 million in marketable securities.
The majority of our investments in marketable securities consist of fixed income investments, and all are deemed available-for-sale. The objectives of this portfolio are to provide liquidity and safety of principal while striving to achieve the highest rate of return. Our investment policy limits investments to certain types of instruments issued by institutions with investment grade credit ratings and places restrictions on maturities and concentration by type and issuer.
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Cash Flows
Three Months Ended March 31,
Amounts In millions20242023
Net cash used in operating activities$(82.3)$(38.2)
Net cash provided by (used in) investing activities(171.4)82.9 
Net cash provided by (used in) financing activities(3.0)133.6 
Operating activities
The cash used in operating activities for the three months ended March 31, 2024 was primarily to fund our net loss. The increase to our net loss was driven by an increase in operating expenses as discussed in the Results of Operations section above, offset by an increase to revenue as a result of an increase in the number of completed Cologuard and Oncotype tests. The increase in cash used in operating activities for the three months ended March 31, 2024 was also due to timing of payments on our accounts payable and accrued expenses, and an increase in cost of sales to support the increase in completed Cologuard and Oncotype tests.
Investing activities
The increase in cash used in investing activities for the three months ended March 31, 2024 compared to cash provided by investing activities for the three months ended March 31, 2023 was due to a net increase of $246.1 million in cash used for purchases, maturities and sales of marketable securities as a result of a change in investing strategy towards more fixed income securities compared to money market funds as money market yields have decreased. We also increased our purchases of property, plant and equipment by $8.3 million due to additional investments in information technology infrastructure and lab automation.
Financing activities
The decrease in cash provided by financing activities during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily due to proceeds of $138.0 million from the issuance of convertible notes in the first quarter of 2023.
Material Cash Requirements
A discussion of our material cash requirements as of December 31, 2023 was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operation of our 2023 Form 10-K. Other than the matters described below, there were no material changes outside the ordinary course of our business in our specified material cash requirements during the three months ended March 31, 2024.
In April 2024, we entered into privately negotiated agreements (the “Agreements”) with certain holders of our 2028 Notes. Pursuant to the Agreements, we issued $620.7 million aggregate principal amount of a new series of Convertible Notes due in 2031 (the “2031 Notes”) in exchange for (i) the retirement of $359.7 million in aggregate principal amount of 2028 Notes, and (ii) payment to the Company of $266.8 million in cash. The net proceeds from the issuance of the Notes were approximately $259.8 million, after deducting commissions and the offering expenses payable by the Company. The 2031 Notes mature on April 15, 2031 and bear interest at a fixed rate of 1.75% per year, payable semiannually in arrears on October 15 and April 15 of each year, beginning on October 15, 2024.
As of March 31, 2024, we had no off-balance sheet arrangements.

Critical Accounting Policies and Estimates
Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our
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estimates and judgments. We base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
For a discussion of our critical accounting policies and estimates, refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Form 10-K. There have been no material changes to our critical accounting policies and estimates since our 2023 Form 10-K.
Recent Accounting Pronouncements
See Note 1 of our condensed consolidated financial statements for the discussion of Recent Accounting Pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our exposure to market risk is principally confined to our cash, cash equivalents and marketable securities and our outstanding variable-rate debt. We invest our cash, cash equivalents, and marketable securities in securities of the U.S. governments and its agencies and in investment-grade, highly liquid investments consisting of commercial paper, bank certificates of deposit, and corporate bonds, which as of March 31, 2024 and December 31, 2023 were classified as available-for-sale. We place our cash, cash equivalents, restricted cash, and marketable securities with high-quality financial institutions, limit the amount of credit exposure to any one institution, and have established investment guidelines relative to diversification and maturities designed to maintain safety and liquidity.
Based on a hypothetical 100 basis point decrease in market interest rates, the potential losses in future earnings, fair value of risk-sensitive financial instruments, and cash flows are immaterial, although the actual effects may differ materially from the hypothetical analysis. While we believe our cash, cash equivalents, restricted cash, and marketable securities do not contain excessive risk, we cannot provide absolute assurance that, in the future, our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash, cash equivalents, restricted cash, and marketable securities at one or more financial institutions that are in excess of federally insured limits. Given the potential instability of financial institutions, we cannot provide assurance that we will not experience losses on these deposits. We do not utilize interest rate hedging agreements or other interest rate derivative instruments.
As of March 31, 2024, we had $50.0 million in outstanding variable rate debt. Based on a hypothetical 100 basis point increase in market interest rates, annual interest expense on variable rate debt as of March 31, 2024 would increase by approximately $0.5 million. If we were to draw down additional amounts under either our Revolving Loan or Securitization Facility, the impact of increases in prevailing market interest rates would be even greater. All of our other significant interest-bearing liabilities bear interest at fixed rates and therefore are not subject to fluctuations in market interest rates; however, because these interest rates are fixed, we may be paying a higher interest rate, relative to market, in the future if circumstances change.
Foreign Currency Risk
The functional currency for most of our international subsidiaries is the U.S. dollar, and as a result we are not subject to material gains and losses from foreign currency translation of the subsidiary financial statements. Substantially all of our revenues are recognized in U.S. dollars, although a small portion is denominated in foreign currency as we continue to expand into markets outside of the U.S. Certain expenses related to our international activities are payable in foreign currencies. As a result, factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets will affect our financial results.
We enter into forward contracts to mitigate the impact of adverse movements in foreign exchange rates related to the re-measurement of monetary assets and liabilities and hedge our foreign currency exchange rate exposure. As of March 31, 2024, we had open foreign currency forward contracts with notional amounts of $46.2 million. Although the impact of currency fluctuations on our financial results has been immaterial in the past, there can be no guarantee that the impact of currency fluctuations related to our international activities will not be material in the future.

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Item 4. Controls and Procedures
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our principal executive officer and our principal financial officer concluded that, as of March 31, 2024, our disclosure controls and procedures were effective. Disclosure controls and procedures enable us to record, process, summarize and report information required to be included in our Exchange Act filings within the required time period. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by us in the periodic reports filed with the SEC is accumulated and communicated to our management, including our principal executive, financial and accounting officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
There have been no significant changes in internal control over financial reporting during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information

Item 1. Legal Proceedings
From time to time we are a party to various legal proceedings arising in the ordinary course of our business. Legal proceedings, including litigation, government investigations and enforcement actions could result in material costs, occupy significant management resources and entail civil and criminal penalties. The information called for by this item is incorporated by reference to the information in Note 14 of our condensed consolidated financial statements included in Part I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors
We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this report, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I, “Item 1A. Risk Factors” in the 2023 Form 10-K and in Part II, “Item 1A. Risk Factors” in our subsequently filed Quarterly Reports on Form 10-Q. Other than the factors set forth below, there have been no material changes to the risk factors described in the 2023 Form 10-K.
The FDA’s recently announced new final rule addressing the regulation of laboratory developed tests could affect our operations.
On May 6, 2024, FDA published a final rule which amends the FDA’s regulations to make explicit that laboratory developed tests (“LDTs”) are regulated as “devices” under the Federal Food, Drug, and Cosmetic Act. In addition, the FDA issued a policy to phase out, over the course of four years, its general enforcement discretion approach to LDTs and also issued targeted enforcement discretion policies for certain categories of LDTs. The Company is currently assessing how these regulatory changes may affect our operations, including certain tests within our portfolio.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.

Item 3. Defaults Upon Senior Securities
Not applicable.

Item 4. Mine Safety Disclosures
Not applicable.

Item 5. Other Information
Rule 10b5-1 Trading Plans
During the first quarter of 2024, none of the Company’s directors or executive officers adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits
The following documents are filed as part of this Form 10-Q.
Exhibit
Number		Exhibit DescriptionFiled
with
This
Report		Incorporated
by Reference
herein from
Form or
Schedule		Filing
Date		SEC File /
Registration
Number
Sixth Amended and Restated Certificate of Incorporation of the RegistrantS-1 (Exhibit 3.3)12/4/2000333-48812
Certificate of Amendment, dated July 23, 2020, to the Sixth Amended and Restated Certificate of Incorporation of the Registrant8-K (Exhibit 3.1)7/24/2020001-35092
Certificate of Amendment, dated June 9, 2023, to the Sixth Amended and Restated Certificate of Incorporation of the Registrant8-K (Exhibit 3.1)6/12/2023001-35092
Seventh Amended and Restated By-Laws of the Registrant8-K (Exhibit 3.2)6/12/2023001-35092
Employment Agreement, dated April 15, 2024, by and between Aaron Bloomer and the Registrant
X
Certification Pursuant to Rule 13(a)-14(a) or Rule 15d-14(a) of Securities Exchange Act of 1934X
Certification Pursuant to Rule 13(a)-14(a) or Rule 15d-14(a) of Securities Exchange Act of 1934X
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
101
The following materials from the Quarterly Report on Form 10-Q of Exact Sciences Corporation for the quarter ended March 31, 2024 filed on May 8, 2024, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Changes in Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) related notes to these financial statements
X
104
The cover page from our Quarterly Report for the period ended March 31, 2024, filed with the Securities and Exchange Commission on May 8, 2024, is formatted in Inline Extensible Business Reporting Language (“iXBRL”)
X


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EXACT SCIENCES CORPORATION
Date: May 8, 2024
By:/s/ Kevin T. Conroy
Kevin T. Conroy
President and Chief Executive Officer
(Principal Executive Officer)
Date: May 8, 2024
By:/s/ Jeffrey T. Elliott
Jeffrey T. Elliott
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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EXHIBIT 10.1

EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of April 15, 2024 (the “Effective Date”), by and between Aaron Bloomer (“Employee”) and Exact Sciences Corporation, a Delaware corporation (the “Company,” and together with Employee, the “Parties”).
WHEREAS, the Company desires to employ Employee as its Chief Financial Officer, and Employee desires to accept such employment, under this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereinafter set forth, and other good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows:
1.Employment. The Company shall employ Employee as the Company’s Chief Financial Officer and Employee shall serve the Company in such position, under this Agreement and subject to the authority and direction of the Board of Directors of the Company (the “Board”) or its designee. Employee shall (a) devote his or her full- time professional efforts, attention and energies to the business of the Company, (b) owe an undivided duty of loyalty to the Company and (c) faithfully and to the best of Employee’s abilities perform his or her duties hereunder. Employee may serve as a director or committee member of other corporations, charitable organizations and trade associations (provided that the Company is notified in advance of all such positions) and may otherwise engage in charitable and community activities, deliver lectures and fulfill speaking engagements (with the prior approval of the CEO), and manage personal investments, but only if such services and activities do not interfere with the performance of Employee’s duties and responsibilities under this Agreement.
2.Term of Employment. Employee’s employment (the “Employment Term”) shall continue until terminated as provided in Section 6 below. A “Separation from Service” means the termination of Employee’s employment with, and performance of services for, the Company and each Affiliate. If Employee is employed by, or performing services for, an Affiliate or a division of the Company or an Affiliate, Employee shall not be deemed to incur a Separation from Service if such Affiliate or division ceases to be an Affiliate or division of the Company, as the case may be, and Employee immediately thereafter becomes an employee of (or service provider to) the Company or an Affiliate or a successor company or an affiliate or subsidiary thereof. Approved temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Affiliates will not be considered a Separation from Service. Notwithstanding the foregoing, with respect to any amount or benefit under this Agreement that constitutes nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and that is payable upon a Separation from Service, “Separation from Service” means a “separation from service” as defined under Code Section 409A.
3.Compensation. During the Employment Term, Employee shall receive the following compensation from the Company.
3.1Base Salary. Employee’s annual base salary on Effective Date is six hundred thousand dollars ($600,000.00), payable in accordance with the normal payroll practices of the Company (“Base Salary”). Employee’s Base Salary shall be subject to annual review by the Company’s Chief Executive Officer (the “CEO”), the Board and its Human Capital Committee (the “Committee”). During the Employment Term, the Company shall periodically, in the discretion of, and at intervals determined by, the Committee, review the Base Salary amount to determine any modifications. In no event shall the Base Salary, following any such modification, be less than the Base Salary amount for the immediately preceding twelve (12)-month period other than as permitted in Section 6.1(c) below.
3.2Discretionary Year-End Bonus. Employee shall be eligible to be considered for a discretionary year-end cash bonus each calendar year (a “Year-End Bonus”), subject to any terms and conditions established for such Year-End Bonus by the Company, including but not limited to the terms and conditions contained in the Company’s Year-End Bonus policy or other such communications to employees. Employee’s target Year-End Bonus percentage for each calendar year shall be seventy percent (70%) of his or her “Eligible Earnings” for the relevant calendar year as defined in the Company’s bonus plans and policies, provided that the Company maintains the right to amend the definition of Eligible Earnings or other terms defined in the Company’s bonus plans and policies from time to time in its sole discretion. Employee acknowledges that any such Year-End Bonus shall be entirely within the discretion of the CEO and the Committee based upon the achievement of goals (including corporate and individual goals) and other discretionary factors as determined by the Board or the Committee after consultation with the CEO. Except as


otherwise provided in the discretion of the Committee or in this Agreement, Employee shall not be eligible to be considered for, or to receive, a Year-End Bonus for any calendar year unless he or she remains employed with the Company through December 31 of the applicable calendar year and through the date of payment of such bonus. If a Year-End Bonus is awarded to Employee, it shall be paid no later than March 15 following the end of the calendar year for which it was awarded.
3.3Equity Incentives. The Board, upon the recommendation of the Committee, or the Committee, may grant Employee from time to time options to purchase shares of the Company’s common stock and other equity compensation plan awards, including restricted stock units, both as a reward for past individual and corporate performance and as an incentive for future performance. Such options and other awards, if granted, shall be pursuant to one of the Company’s current equity plans (the “Plan”). As an inducement material to Employee entering into employment with the Company, the Company will recommend to the Committee that Employee be granted a total new-hire equity grant with a value of
$5,000,000 under the Plan and the applicable award agreement approved for grants thereunder. $3,350,000 of the new hire grant will be granted in Restricted Stock Units (“RSUs”), which will vest over approximately 4 years, with 1/4 of the RSUs vesting on each anniversary of April 15, 2024, so long as you remain employed by the Company through the relevant vesting date. The remaining portion of the new-hire equity grant will be in the form of Performance Stock Units (“PSUs”), with a target value of approximately
$1,650,000, which PSUs will become earned and vested pursuant to the terms established by the Committee for performance stock units granted to senior executives for fiscal year 2024. The performance period for the PSUs is January 1, 2024, through December 31, 2026, and the maximum payout under the PSUs is 225% of the target number of shares covered thereby. In addition to the foregoing RSUs and PSUs, the Company will also recommend to the Committee that Employee be granted a special grant of Restricted Stock Units, with a value of $750,000, under the Plan and the applicable award agreement approved for grants thereunder, 100% of which will vest on April 15, 2025, so long as you remain employed by the Company through such date. For RSUs, each dollar amount discussed in this Section 3.3 will be converted into a number of shares by dividing the dollar amount by the average closing stock price for the 30 trading days ending the day before the grant date, rounded down to the nearest whole unit. For PSUs, the dollar amount discussed in this Section 3.3 will be converted into a number of shares by dividing the dollar amount by the average closing stock price for the 30 trading days ending the day on which the 2024 PSUs were granted to the Company’s executives. For purposes of this Agreement, “Equity Awards” means Employee’s stock options, stock appreciation rights, restricted stock units (including performance stock units) and restricted shares (including performance shares), in each case that are issued and outstanding under a Company equity compensation plan; and, for the avoidance of doubt, Equity Awards shall not include any rights or benefits under the Company’s 2010 Employee Stock Purchase Plan, as amended, or any successor plan thereto. For purposes of this Agreement, a “Performance Award” means an Equity Award that vests or becomes earned subject to the attainment of performance goals, including the PSUs described in this Section 3.3. For the avoidance of doubt, a Performance Award may also have employment- or service-based conditions, such that the Performance Award vests or becomes earned subject to both the attainment of performance goals and meeting employment- or service-based vesting conditions.
3.4Relocation Bonus. The Company shall pay Employee a one-time relocation payment of two hundred and fifty thousand dollars ($250,000) to assist with Employee’s moving and relocation expenses associated with relocation to Madison, Wisconsin (“Relocation Bonus”), and Employee acknowledges that Employee is required to relocate to Madison, Wisconsin (or the immediately surrounding area) within twelve (12) months of the Effective Date. This one-time Relocation Bonus will be paid within thirty (30) days from Effective Date. The Company will also pay the reasonable expenses incurred in moving Employee’s household goods (to include vehicles) to permanent or temporary housing in Madison, Wisconsin (“Reasonable Moving Expenses”). The Reasonable Moving Expenses payment will be arranged directly between a third-party moving partner and Company. Should Employee voluntarily terminate employment within eighteen (18) months of Effective Date, Employee must repay to Company the full pre-tax Relocation Bonus and Reasonable Moving Expenses within thirty (30) days of the last date of Employee’s employment with Company.
3.5Sign-On Bonus. In addition to the Base Salary, and as additional consideration for this Employment Agreement, including the Exhibits hereto, the Company shall pay Employee a one-time sign- on bonus of three hundred and fifty thousand dollars ($350,000.00) (the “Sign-On Bonus”). This one-time Sign-on Bonus will be paid within thirty (30) days from the Effective Date. Should Employee voluntarily terminate employment within eighteen


(18) months of Effective Date, Employee must repay to the Company the full pre-tax Sign-on Bonus within thirty (30) days of the last date of Employee’s employment with Company.
4.Benefits.
4.1Benefits. Employee shall be entitled to participate in the sick leave, insurance (including medical, life and long-term disability), profit-sharing, retirement and other benefit programs that are generally provided to similarly situated and performing employees of the Company, all in accordance with the rules and policies of the Company as to such matters and the plans established therefore.
4.2Time Off. Employee shall receive paid time off (which may include vacation, sick time, and/or dates designated as Company-wide holidays and floating personal holidays) as provided by and subject to the terms of the Company’s and its Affiliates’ applicable policies.
4.3Indemnification. To the fullest extent permitted by applicable law or the Company’s articles of incorporation and bylaws, the Company shall, during the Employment Term and after Employee’s Separation from Service, indemnify Employee (including providing advancement of expenses) for any judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees, incurred by Employee in connection with the defense of any lawsuit or other claim or investigation to which Employee is made, or threatened to be made, a party or witness by reason of being or having been an officer, director or employee of the Company or any of its subsidiaries or affiliates as deemed under the Securities Exchange Act of 1934, as amended (“Affiliates”), or a fiduciary of any of their benefit plans, other than actions by the Company against Employee alleging breach of this Agreement by Employee.
4.4Liability Insurance. Both during the Employment Term and after Employee’s Separation from Service, the Company shall cause Employee to be covered under a directors and officers’ liability insurance policy for his or her acts (or non-acts) as an officer of the Company or any of its Affiliates. Such policy shall be maintained by the Company, at its expense in an amount and on terms (including the time period of coverage after Employee’s Separation from Service) at least as favorable to Employee as policies covering the Company’s other executive officers.
5.Business Expenses. Upon submission of a satisfactory accounting by Employee, consistent with the policies of the Company, the Company shall reimburse Employee for any reasonable and necessary out-of- pocket expenses actually incurred by Employee in the furtherance of the business of the Company.
6.Separation from Service.
6.1By Employee.
(a)Without Good Reason. Employee may initiate Employee’s Separation from Service under this Agreement at any time without Good Reason with at least thirty (30) business days’ written notice (the “Employee Notice Period”) to the Company. Upon Separation from Service by Employee under this section, the Company may, in its sole discretion and at any time during the Employee Notice Period, suspend Employee’s duties for the remainder of the Employee Notice Period, as long as the Company continues to pay compensation to Employee, including benefits, throughout the Employee Notice Period.
(b)With Good Reason. Subject to Section 7.1 below, Employee may initiate Employee’s Separation from Service under this Agreement with Good Reason at any time within ninety (90) days after the occurrence of an event constituting Good Reason.
(c)Good Reason Defined. “Good Reason” means, provided that Employee has complied with the Good Reason Process following the occurrence of any of the following events without Employee’s consent: (i) Employee’s Base Salary is reduced (x) in a manner that is not applied proportionately to other senior executive officers of the Company or (y) by more than thirty percent (30%) of Employee’s then current Base Salary; (ii) Employee’s duties, authority or responsibilities are materially reduced or are materially inconsistent with the scope of authority, duties and responsibilities of Employee’s position; (iii) the occurrence of a material breach by the Company of any of its obligations to Employee under this Agreement; or (iv) a relocation of Employee’s principal place of employment by more than fifty (50) miles.


(d)Good Reason Process. “Good Reason Process” means that (i) Employee reasonably determines in good faith that a Good Reason condition has occurred; (ii) Employee notifies the Company in writing of the occurrence of the Good Reason condition within sixty (60) days of such occurrence; (iii) Employee cooperates in good faith with the Company’s efforts, for a period of not less than thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist following the Cure Period; and (v) Employee Separates from Service for Good Reason within sixty
(60) days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, and Employee Separates from Service due to such condition (notwithstanding its cure), then Employee shall not be deemed to have Separated from Service for Good Reason.
6.2By the Company.
(a)With Cause. The Company may initiate Employee’s Separation from Service under this Agreement for Cause immediately upon written notice to Employee.
(b)Cause Defined. “Cause” means any of the following:
(i)Employee’s failure to relocate Employee’s primary residence to Madison, Wisconsin within twelve (12) months of the commencement of the Employment Term.
(ii)Employee’s willful failure or refusal to perform Employee’s duties that continues for more than three (3) days after written notice from the Company;
(ii)Employee’s willful failure or refusal to follow or comply with any Company policy, rule or procedure that continues for more than three (3) days after written notice from the Company;
(iii)Employee’s commission of any fraud or embezzlement in connection with Employee’s duties or committed in the course of Employee’s employment;
(iv)Employee’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates resulting in a material economic loss to the Company;
(v)Employee’s conviction of, or plea of guilty or nolo contendere to, a felony or other crime involving moral turpitude;
(vi)Employee’s conviction of, or plea of guilty or nolo contendere to, a misdemeanor the circumstances of which involve fraud, dishonesty or moral turpitude and that is substantially related to the circumstances of Employee’s job with the Company;
(vii)Employee’s willful and material violation of any statutory or common law duty of loyalty to the Company or any of its Affiliates;
(viii)Employee’s exclusion, suspension, or debarment or other ineligibility to participate in any federal or state-funded program, including but not limited to any healthcare program;
(ix)Employee’s material breach of this Agreement, the Non-Disclosure and Invention Agreement or the Restrictive Covenant Agreement;
(x)Employee’s refusal to submit to a background check or failure to complete a background check to the Company’s satisfaction, including any past conviction, plea or guilty or nolo contendere, violation of law, exclusion, suspension, or debarment that would otherwise be grounds for Cause under this Section 6.2(b); or
(xi)Employee’s material breach of the Company’s policies prohibiting harassment, discrimination, and/or retaliation, the Company’s Code of Business Conduct and Ethics, and/or the Company’s Insider Trading Policy.


A Separation from Service for Cause shall be deemed to include a determination by the Company in its sole discretion following Employee’s Separation from Service that circumstances existing prior to the Separation from Service or during the payment of severance benefits would have entitled the Company or an Affiliate to have terminated Employee’s service for Cause. All rights Employee has or may have under this Agreement shall be suspended automatically during the pendency of any investigation by the Company, or during any negotiations between the Parties, regarding any actual or alleged act or omission by Employee of the type described in the applicable definition of Cause.
(c)Without Cause. Subject to Section 7.1 below, the Company may initiate Employee’s Separation from Service under this Agreement without Cause upon at least thirty (30) days’ written notice (the “Company Notice Period”) to Employee. Upon any Separation from Service initiated by the Company without Cause, the Company may, in its sole discretion and at any time during the Company Notice Period, suspend Employee’s duties for the remainder of the Company Notice Period, as long as the Company continues to pay compensation to Employee, including benefits, throughout the Company Notice Period.
6.3Death or Disability. Notwithstanding Section 2 above, in the event of the death of Employee or disability of Employee that prevents Employee from performing the Essential Job Functions of his or her position (even with a Reasonable Accommodation) during the Employment Term, (i) Employee shall incur a Separation from Service and this Agreement shall immediately and automatically terminate, (ii) the Company shall pay Employee (or in the case of death, Employee’s designated beneficiary) Base Salary and accrued but unpaid bonuses, in each case up to the date of Separation from Service, and (iii) Employee’s Equity Awards shall be subject to the applicable award agreements and the Company’s Equity Award Death, Disability and Retirement Policy, as may be amended from time to time in the Company’s sole discretion. None of Employee, his or her beneficiary or his or her estate shall be entitled to any severance benefits set forth in Section 7 below if Employee’s Separation from Service occurs as a result of Employee’s death or disability. In the event of the disability of Employee, the Parties shall comply with applicable federal, state and local law. For purposes of this Section 6.3, “Essential Job Functions” and “Reasonable Accommodation” shall have the meanings of these terms under applicable law, and shall be interpreted to grant Employee the same, and no greater, rights and responsibilities provided by applicable law.
6.4Survival. Each of the Non-Disclosure and Invention Agreement and the Restrictive Covenant Agreement described in Section 8 below and attached hereto as Exhibit A and Exhibit B, respectively, shall survive the termination of this Agreement.
7.Severance and Other Rights Relating to Separation from Service and Change in Control.
7.1Separation from Service by the Company without Cause or by Employee for Good Reason. If the Company initiates Employee’s Separation from Service without Cause or if Employee initiates Employee’s Separation from Service for Good Reason, then subject to the conditions described in Section 7.3 below, the Company shall provide Employee the following payments and other benefits:
(a)(i) Salary continuation for a period of twelve (12) months at Employee’s then current Base Salary, which shall commence on the first payroll date that is on or that immediately follows the sixtieth (60th) day following the Separation from Service; (ii) any accrued but unpaid Base Salary as of the Separation from Service; and (iii) any earned, awarded and accrued, but unpaid, bonus as of the Separation from Service, all on the same terms and at the same times as would have applied had Employee not incurred a Separation from Service.
(b)A lump-sum cash payment that is equal to twelve (12) months of premium payments for COBRA coverage for health, dental, and vision coverage based on the Company- provided health, dental, and vision coverage in which the Employee and the Employee’s dependents are enrolled at the time of the Employee’s Separation from Service. This lump-sum cash payment may be used for any purpose, including but not limited to continuation coverage under COBRA, and will be paid at the same time as the first installment of the salary continuation payment set forth in Section 7.1(a).
(c)Within thirty (30) days of the Separation from Service, the Company shall pay Employee Ten Thousand Dollars ($10,000) towards the cost of an outplacement consulting package for Employee.


(d)The time vesting and exercisability of one hundred percent (100%) of Employee’s Equity Awards other than Performance Awards shall accelerate by a period of twelve (12) months.
(e)Subject to Section 7.2(b), one hundred percent (100%) of Employee’s Performance Awards that have not become earned and payable prior to such Separation from Service shall be cancelled and shall terminate immediately for no consideration.
7.2Change in Control. The Board has determined that it is in the best interests of the Company and its stockholders to ensure that the Company will have the continued dedication of Employee, notwithstanding the possibility, threat or occurrence of a Change in Control. The Board believes it is imperative to diminish the inevitable distraction of Employee by virtue of the personal uncertainties and risks created by a pending or threatened Change in Control, to encourage Employee’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control and to provide Employee with compensation and benefits arrangements upon a Change in Control that ensure that the compensation and benefits expectations of Employee will be satisfied and that are competitive with those of other similarly-situated companies. Therefore, in order to accomplish these objectives, the Board has caused the Company to include the provisions set forth in this Section 7.2.
(a)Change in Control Defined. “Change in Control” means, and shall be deemed to have occurred if, on or after the Effective Date, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) or group acting in concert, other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding voting securities, (ii) during any twelve (12)-month period, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the consummation of a merger or consolidation of the Company with any other corporation other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the sale or disposition by the Company of (in one (1) transaction or a series of related transactions) all or substantially all of the Company’s and its subsidiaries’ assets.
(b)Acceleration of Vesting of Equity Awards.
(i)Upon a Change in Control, the time vesting and exercisability of one hundred percent (100%) of Employee’s Equity Awards shall immediately accelerate by a period of twelve (12) months, provided that this Section 7.2(b)(i) shall apply to Performance Awards such that if the applicable performance period is scheduled to end within twelve (12) months following the Change in Control, the Performance Award shall be deemed to have been fully vested and earned as of the Change in Control based upon the greater of (A) an assumed achievement of all relevant performance goals at the “target” level or (B) the actual level of achievement of all relevant performance goals as of the Change in Control.


(ii)If within four (4) months before or twelve (12) months after a Change in Control, Employee incurs a Separation from Service initiated by the Company (or a successor) without Cause or initiated by Employee for Good Reason, then one hundred percent (100%) of Employee’s Equity Awards shall become fully vested and exercisable. Performance Awards shall be deemed to have been fully vested and earned under this Section 7.2(b)(ii) based upon the greater of (1) an assumed achievement of all relevant performance goals at the “target” level or (2) the actual level of achievement of all relevant performance goals as of the Change in Control.
7.3Conditions Precedent. The Company’s obligations to Employee described in Sections 7.1 and 7.2 above are contingent on Employee’s delivery to the Company of a signed waiver and release of claims against the Company and its Affiliates in a form reasonably satisfactory to the Company within twenty-one (21) days (or forty-five (45) days to the extent required by applicable law) after the day on which the Company provides the release to Employee, and not revoking such release (if a right to revocation exists under applicable law). Moreover, Employee’s rights to receive ongoing payments and benefits pursuant to Sections 7.1 and 7.2 above (including the right to ongoing payments under the Company’s equity compensation plans) are conditioned on Employee’s ongoing compliance with his or her obligations as described in Section 8 below, and Company may set off any such payments or benefits, except to the extent prohibited by law, in the event of Employee’s failure to comply with any such obligations. Any cessation by the Company of any such payments and benefits shall be in addition to, and not in lieu of, any and all other remedies available to the Company for Employee’s breach of his or her obligations described in Section 8 below.
7.4No Severance Benefits. Employee shall not be entitled to any severance benefits if Employee initiates Employee’s Separation from Service without Good Reason or if the Company initiates Employee’s Separation from Service for Cause; provided, however, that Employee shall be entitled to (i) Base Salary prorated through the Separation from Service; (ii) medical coverage and other benefits required by law and plans (as provided in Section 7.5 below); and (iii) in the event the Employee initiates Employee’s Separation from Service without Good Reason and such Separation from Service constitutes “Retirement” under the Company’s Equity Award Death, Disability and Retirement Policy, Employee’s Equity Awards shall be subject to such Policy.
7.5Benefits Required by Law and Plans. In the event of Employee’s Separation from Service, Employee shall be entitled to medical and other insurance coverage, if any, as is required by law and, to the extent not inconsistent with this Agreement, to receive such additional benefits as Employee may be entitled under the express terms of applicable benefit plans (other than bonus or severance plans) of the Company or its Affiliates.
8.Restrictions.
8.1Non-Disclosure and Invention Agreement. In consideration for employment or continued employment by the Company, as well as the salary and additional compensation and benefits described in this Agreement, as well as the Company’s provision of confidential information of the Company to Employee, Employee has entered or shall enter into and shall comply with the terms of the Employee Non- Disclosure and Invention Assignment Agreement in substantially the form attached hereto as Exhibit A (the “Non-Disclosure and Invention Agreement”).
8.2Restrictive Covenant Agreement. In consideration for employment or continued employment by the Company, as well as the salary and additional compensation and benefits described in this Agreement, as well as the Company’s provision of confidential information of the Company to Employee, Employee has entered or shall enter into and shall comply with the terms of the Employee Non-Competition, Non-Solicitation and No-Interference Agreement in substantially the form attached hereto as Exhibit B (the “Restrictive Covenant Agreement”).
9.Arbitration. Unless other arrangements are agreed to by the Parties, any disputes arising under or in connection with this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, shall be resolved by binding arbitration to be conducted pursuant to the Agreement for Arbitration Procedures of Certain Employment Disputes in substantially the form attached hereto as Exhibit C.
10.Assignments: Transfers: Effect of Merger. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Company except that such rights or obligations may be assigned or transferred (i) to Exact Sciences Corporation or an Affiliate (consistent with Employee’s duties, responsibilities and compensation under this Agreement) or (ii) pursuant to a merger or consolidation, or pursuant to the sale or transfer of all or substantially all of the assets of the Company, provided, for purposes of clause (ii), that the assignee or transferee is the successor to all or substantially all of the assets of the Company. This Agreement shall not be terminated by any merger, consolidation or


transfer of assets of the Company referred to above. In the event of any such merger, consolidation or transfer of assets, this Agreement shall be binding upon the surviving or resulting corporation or the person or entity to which such assets are transferred. Concurrently with any merger, consolidation or transfer of assets referred to above, the Company shall cause any successor or transferee unconditionally to assume, either contractually or as a matter of law, all of the obligations of the Company hereunder. This Agreement shall inure to the benefit of, and be enforceable by or against, Employee or Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, designees and legatees. None of Employee’s rights or obligations under this Agreement may be assigned or transferred by Employee other than Employee’s rights to compensation and benefits, which may be transferred only by will or operation of law. If Employee should die while any amounts or benefits have been accrued by Employee but not yet paid as of the date of Employee’s death and which would be payable to Employee hereunder had Employee continued to live, all such amounts and benefits unless otherwise provided herein shall be paid or provided in accordance with the terms of this Agreement to such person or persons appointed in writing by Employee to receive such amounts or, if no such person is so appointed, to Employee’s estate.
11.No Set-off; No Mitigation Required. Except as expressly provided otherwise in this Agreement, the obligation of the Company to make any payments provided for hereunder and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action that the Company may have against Employee or others. In no event shall Employee be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Employee under this Agreement, and such amounts shall not be reduced (except as otherwise specifically provided herein) whether or not Employee obtains other employment.
12.Taxes. The Company shall have the right to deduct from any payments made pursuant to this Agreement any and all federal, state and local taxes or other amounts required by law to be withheld.
13.Code Section 409A. This Agreement is intended to comply with Code Section 409A to the extent subject thereto, and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance therewith. Notwithstanding any provision of this Agreement to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Code Section 409A, any amounts or benefits that would otherwise be payable under this Agreement during the six (6)-month period immediately following Employee’s Separation from Service shall instead be paid on the first payroll date after the six (6)-month anniversary of Employee’s Separation from Service (or Employee’s death, if earlier). For purposes of Code Section 409A, Employee’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be in the sole discretion of the Company. To the extent that Employee will be reimbursed for costs and expenses or in-kind benefits, except as otherwise permitted by Section 409A, (i) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in- kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year; provided that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of the taxable year following the taxable year in which Employee incurred the expense. Notwithstanding the foregoing, the Company shall not have any obligation to take any action to prevent the assessment of any excise tax or penalty on any person under Code Section 409A and the Company shall not have any liability to any person for such tax or penalty.
14.Code Section 280G. Notwithstanding any provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or an Affiliate to Employee or for Employee’s benefit under this Agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Code Section 280G and would, but for this Section 14, be subject to the excise tax imposed under Code Section 4999 or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then prior to making the Covered Payments, a calculation shall be made comparing (i) the Net Benefit to Employee of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to Employee if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax; and if the amount calculated under (i) is less than the amount under (ii), the Covered Payments shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. “Net Benefit” means the present value of the Covered Payments net of all taxes. All determinations required to be made under this Section 14 shall be made by the Company in its sole discretion.


15.Clawback. All payments and benefits made or provided to Employee in connection with Employee’s services to the Company shall be subject to clawback by the Company to the extent required by applicable law or the policies of the Company as in effect from time to time.
16.Miscellaneous. No amendment, modification or waiver of this Agreement or consent to any departure thereof shall be effective unless in writing signed by the Party against whom it is sought to be enforced. This Agreement contains the entire Agreement that exists between the Parties with respect to the subjects herein contained and replaces and supersedes all prior agreements, oral or written, between the Parties with respect to the subjects herein contained. Except as and to the extent expressly provided in this Agreement, nothing herein shall affect any terms in the Non-Disclosure and Invention Agreement, the Restrictive Covenant Agreement, the Agreement for Arbitration Procedures of Certain Employment Disputes or any equity compensation plans or corresponding award agreements between the Parties now and hereafter in effect from time to time. If any provision of this Agreement is held for any reason to be unenforceable, the remainder of this Agreement shall remain in full force and effect. Each section is intended to be a severable and independent section within this Agreement. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement. This Agreement is made in the State of Wisconsin and shall be governed by and construed in accordance with the laws of said State, without regard to principles of conflicts of law.
This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original but all of which together shall constitute one (1) and the same instrument. All notices and all other communications provided for in this Agreement shall be in writing and shall be considered duly given upon personal delivery, delivery by nationally reputable overnight courier or on the third (3rd) business day after mailing from within the United States by first class certified or registered mail, return receipt requested, postage prepaid, all addressed to the address set forth below each Party’s signature to this Agreement. Any Party may change its address by furnishing notice of its new address to the other Party in writing in accordance herewith, except that any notice of change of address shall be effective only upon receipt.


IN WITNESS WHEREOF, Employee and the Company have executed this Employment Agreement as of the Effective Date.

EMPLOYEE
Sign name:/s/ Aaron Bloomer
Print name:Aaron Bloomer
Notice address:
EXACT SCIENCES CORPORATION
Sign name:/s/ Kevin T. Conroy
Print name:Kevin T. Conroy
Title:President and Chief Executive Officer
Notice address:441 Charmany Drive
Madison, WI 53719


























[Signature Page to Employment Agreement]

EXHIBIT 31.1
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Kevin T. Conroy, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Exact Sciences Corporation (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 8, 2024
By:/s/ Kevin T. Conroy
Kevin T. Conroy
President and Chief Executive Officer
(Principal Executive Officer)

EXHIBIT 31.2
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Jeffrey T. Elliott, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Exact Sciences Corporation (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 8, 2024
By:/s/ Jeffrey T. Elliott
Jeffrey T. Elliott
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 
In connection with the Quarterly Report of Exact Sciences Corporation (the “Company”) on Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Kevin T. Conroy, President and Chief Executive Officer of the Company and Jeffrey T. Elliott, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to our knowledge, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 
Dated: May 8, 2024
/s/ Kevin T. Conroy
Name:Kevin T. Conroy
Title:President and Chief Executive Officer
(Principal Executive Officer)
Dated: May 8, 2024
/s/ Jeffrey T. Elliott
Name:Jeffrey T. Elliott
Title:Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)


v3.24.1.u1
Cover Page - shares
 3 Months Ended
Mar. 31, 2024
May 07, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2024  
Document Transition Report false  
Entity File Number 001-35092  
Entity Registrant Name EXACT SCIENCES CORPORATION  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 02-0478229  
Entity Address, Address Line One 5505 Endeavor Lane  
Entity Address, City or Town Madison  
Entity Address, State or Province WI  
Entity Address, Postal Zip Code 53719  
City Area Code 608  
Local Phone Number 535-8815  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Trading Symbol EXAS  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   184,529,721
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q1  
Entity Central Index Key 0001124140  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
v3.24.1.u1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 347,487 $ 605,378
Marketable securities 304,606 172,266
Accounts receivable, net 240,584 203,623
Inventory 128,534 127,475
Prepaid expenses and other current assets 99,059 85,627
Total current assets 1,120,270 1,194,369
Long-term Assets:    
Property, plant and equipment, net 702,041 698,354
Operating lease right-of-use assets 142,017 143,708
Goodwill 2,367,052 2,367,120
Intangible assets, net 1,866,856 1,890,396
Other long-term assets, net 178,085 177,387
Total assets 6,376,321 6,471,334
Current liabilities:    
Accounts payable 60,498 78,816
Accrued liabilities 265,121 341,683
Operating lease liabilities, current portion 27,225 29,379
Convertible Notes Payable, Current 248,810 0
Loans Payable, Current 50,000 50,000
Other current liabilities 33,455 14,823
Total current liabilities 685,109 514,701
Long-term liabilities:    
Convertible notes, net, less current portion 2,066,805 2,314,276
Other long-term liabilities 329,384 335,982
Operating lease liabilities, less current portion 162,405 161,070
Total liabilities 3,243,703 3,326,029
Commitments and contingencies (Note 14)
Stockholders’ equity:    
Preferred stock, $0.01 par value Authorized—5,000,000; shares issued and outstanding—no shares at March 31, 2024 and December 31, 2023 0 0
Common stock, $0.01 par value Authorized—400,000,000; shares issued and outstanding—183,845,188 and 181,364,180 shares at March 31, 2024 and December 31, 2023 1,839 1,815
Additional paid-in capital 6,710,681 6,611,237
Accumulated other comprehensive income (loss) (499) 1,428
Accumulated deficit (3,579,403) (3,469,175)
Total stockholders’ equity 3,132,618 3,145,305
Total liabilities and stockholders’ equity $ 6,376,321 $ 6,471,334
v3.24.1.u1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, authorized (in shares) 5,000,000 5,000,000
Preferred stock, issued (in shares) 0 0
Preferred stock, outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, authorized (in shares) 400,000,000 400,000,000
Common stock, issued (in shares) 183,845,188 181,364,180
Common stock, outstanding (in shares) 183,845,188 181,364,180
v3.24.1.u1
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Revenue $ 637,524 $ 602,450
Operating expenses    
Cost of sales (exclusive of amortization of acquired intangible assets) 170,101 156,866
Research and development 110,608 95,419
Sales and marketing 192,365 186,964
General and administrative 243,117 217,295
Amortization of acquired intangible assets 23,311 22,928
Impairment of long-lived assets 4,446 69
Total operating expenses 743,948 679,541
Other operating loss (268) 0
Loss from operations (106,692) (77,091)
Other income (expense)    
Investment income, net 6,213 490
Interest income (expense), net (7,943) 4,107
Total other income (expense) (1,730) 4,597
Net loss before tax (108,422) (72,494)
Income tax expense (1,806) (1,657)
Net loss $ (110,228) $ (74,151)
Net loss per share—basic (in usd per share) $ (0.60) $ (0.42)
Weighted average common shares outstanding—basic (in shares) 182,350 178,574
v3.24.1.u1
Condensed Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Statement of Comprehensive Income [Abstract]    
Net loss $ (110,228) $ (74,151)
Other comprehensive loss, net of tax:    
Unrealized gain (loss) on available-for-sale investments (787) 2,967
Foreign currency adjustment (1,140) 550
Comprehensive loss $ (112,155) $ (70,634)
v3.24.1.u1
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficit​
Beginning balance (in shares) at Dec. 31, 2022   177,925,631      
Beginning balance at Dec. 31, 2022 $ 3,043,162 $ 1,780 $ 6,311,644 $ (5,236) $ (3,265,026)
Increase (Decrease) in Stockholders' Equity          
Exercise of common stock options (in shares)   88,228      
Exercise of common stock options, net of shares withheld for taxes 964 $ 1 963    
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures     (13)    
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures   1,299,071      
Issuance of common stock to fund the Company's 401(k) match (in shares)   517,215      
Stock-based compensation expense 0 $ 13      
Issuance of common stock to fund the Company's 401(k) match 35,077 $ 5 35,072    
Stock-based compensation expense 49,139   49,139    
Net loss (74,151)       (74,151)
Other comprehensive income (loss) 3,517     3,517  
Ending balance (in shares) at Mar. 31, 2023   179,830,145      
Ending balance at Mar. 31, 2023 $ 3,057,708 $ 1,799 6,396,805 (1,719) (3,339,177)
Beginning balance (in shares) at Dec. 31, 2023 181,364,180 181,364,180      
Beginning balance at Dec. 31, 2023 $ 3,145,305 $ 1,815 6,611,237 1,428 (3,469,175)
Increase (Decrease) in Stockholders' Equity          
Exercise of common stock options (in shares)   71,537      
Exercise of common stock options, net of shares withheld for taxes (1,408) $ 1 (1,409)    
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures (44) $ 17 (61)    
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures   1,792,087      
Issuance of common stock to fund the Company's 401(k) match (in shares)   617,384      
Issuance of common stock to fund the Company's 401(k) match 40,550 $ 6 40,544    
Stock-based compensation expense 60,370   60,370    
Net loss (110,228)       (110,228)
Other comprehensive income (loss) $ (1,927)     (1,927)  
Ending balance (in shares) at Mar. 31, 2024 183,845,188 183,845,188      
Ending balance at Mar. 31, 2024 $ 3,132,618 $ 1,839 $ 6,710,681 $ (499) $ (3,579,403)
v3.24.1.u1
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Statement of Financial Position [Abstract]      
Common stock, par value (in dollars per share) $ 0.01 $ 0.01 $ 0.01
v3.24.1.u1
Condensed Consolidated Statements of Cash Flows
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Cash flows from operating activities:    
Net loss $ (110,228) $ (74,151)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation 30,632 26,815
Loss on non-marketable and marketable equity investments 2,418 3,009
Deferred tax expense 1,797 1,261
Stock-based compensation 60,370 49,139
Gain on settlements of convertible notes, net 0 (10,324)
Amortization of acquired intangible assets 23,311 22,928
Impairment of long-lived assets 4,446 69
Loss on contingent consideration from sale of asset 268 0
Remeasurement of contingent consideration liabilities 5,603 (8,937)
Non-cash lease expense 7,052 6,806
Other 229 2,013
Changes in assets and liabilities:    
Accounts receivable, net (37,536) (25,434)
Inventory, net (1,065) (5,827)
Operating lease liabilities (6,603) (5,982)
Accounts payable and accrued liabilities (53,515) (4,817)
Other assets 6,586 13,622
Other liabilities (2,904) (1,161)
Net cash used in operating activities (82,311) (38,215)
Cash flows from investing activities:    
Purchases of marketable securities (177,325) (8,589)
Maturities and sales of marketable securities 43,978 121,332
Purchases of property, plant and equipment (37,649) (29,360)
Investments in privately held companies (237) (442)
Other investing activities (205) 0
Net cash provided by (used in) investing activities (171,438) 82,941
Payment, Tax Withholding, Share-Based Payment Arrangement (1,408) 964
Cash flows from financing activities:    
Proceeds from issuance of convertible notes 0 137,976
Other financing activities (1,594) (5,344)
Net cash provided by (used in) financing activities (3,002) 133,596
Effects of exchange rate changes on cash and cash equivalents (1,140) 550
Net increase (decrease) in cash, cash equivalents and restricted cash (257,891) 178,872
Cash, cash equivalents and restricted cash, beginning of period 609,675 242,790
Cash, cash equivalents and restricted cash, end of period 351,784 421,662
Supplemental disclosure of non-cash investing and financing activities    
Property, plant and equipment acquired but not paid 17,654 10,548
Supplemental disclosure of cash flow information:    
Interest paid 10,789 6,442
Reconciliation of cash, cash equivalents and restricted cash:    
Cash and cash equivalents 347,487 421,365
Restricted cash — included in other long-term assets, net 4,297 297
Total cash, cash equivalents and restricted cash $ 351,784 $ 421,662
v3.24.1.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business
Exact Sciences Corporation (together with its subsidiaries, “Exact,” or the “Company”) was incorporated in February 1995. A leading provider of cancer screening and diagnostic tests, Exact Sciences gives patients and health care professionals the clarity needed to take life-changing action earlier. Building on the success of the Cologuard® and Oncotype DX® tests, Exact Sciences is investing in its pipeline to develop innovative solutions for use before, during, and after a cancer diagnosis.
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements, which include the accounts of the Company and those of its wholly owned subsidiaries and variable interest entities, are unaudited and have been prepared on a basis substantially consistent with the Company’s audited financial statements and notes as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K (the “2023 Form 10-K”). All intercompany transactions and balances have been eliminated upon consolidation. These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair statement of its financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2023 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2023 Form 10-K. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. The statements should be read in conjunction with the audited financial statements and related notes included in the 2023 Form 10-K.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that affect the Company’s financial statements materially and involve difficult, subjective or complex judgments by management, and actual results could differ from those estimates. These estimates include revenue recognition, valuation of intangible assets and goodwill, contingent consideration, and accounting for income taxes. The Company’s critical accounting policies and estimates are explained further in the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and the 2023 Form 10-K.
Significant Accounting Policies
During the three months ended March 31, 2024, there were no changes to the Company’s significant accounting policies as described in the Company’s 2023 Form 10-K, except as described in the Recently Adopted Accounting Pronouncements sections below.
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-02: Codification Improvement – Amendments to Remove References to the Concepts Statements. This update amends the Accounting Standards Codification (“ASC”) to remove references to various FASB Concepts Statements. The Company early adopted and prospectively applied the amendments in this update during the first quarter of fiscal year 2024. There was no significant impact to the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the ASC to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update improves reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses. The amendments in this update should be applied retrospectively to all prior periods presented in the consolidated financial statements and are effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. This update improves income tax disclosure requirements, primarily through enhanced transparency and decision usefulness of disclosures. The amendments in this update should be applied prospectively with the option to apply retrospectively and are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements.
Net Loss Per Share
Basic net loss per common share (“EPS”) was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share is the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive as a result of the Company’s losses.
The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect:
Three Months Ended March 31,
(In thousands)20242023
Shares issuable upon conversion of convertible notes23,231 23,231 
Shares issuable upon the release of restricted stock awards8,036 6,877 
Shares issuable upon the release of performance share units2,206 1,671 
Shares issuable upon exercise of stock options1,139 1,416 
34,612 33,195 
v3.24.1.u1
REVENUE
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard and Oncotype® tests. The services are considered completed upon release of a patient’s test result to the ordering healthcare provider.
The following table presents the Company’s revenues disaggregated by revenue source:
Three Months Ended March 31,
(In thousands)20242023
Screening
Medicare Parts B & C$173,790 $171,730 
Commercial254,143 233,033 
Other46,865 38,432 
Total Screening474,798 443,195 
Precision Oncology
Medicare Parts B & C$48,050 $47,381 
Commercial46,700 44,932 
International44,533 37,268 
Other23,443 25,851 
Total Precision Oncology162,726 155,432 
COVID-19 Testing$— $3,823 
Total$637,524 $602,450 
Screening revenue primarily includes laboratory service revenue from Cologuard and Prevention Genetics, LLC (“PreventionGenetics”) tests while Precision Oncology revenue primarily includes laboratory service revenue from global Oncotype DX and therapy selection tests.
At each reporting period end, the Company conducts an analysis of the estimates used to calculate the transaction price to determine whether any new information available impacts those estimates made in prior reporting periods. Adjustments to revenue recognized during the period relating to prior period estimates were less than 1% and 2% of revenue recorded in the Company’s condensed consolidated statement of operations for the three months ended March 31, 2024 and 2023, respectively.
The Company’s deferred revenue, which is reported in other current liabilities in the Company’s condensed consolidated balance sheets, was not significant as of March 31, 2024 and December 31, 2023.
Revenue recognized for the three months ended March 31, 2024 and 2023 that was included in the deferred revenue balance at the beginning of the period was not significant.
v3.24.1.u1
MARKETABLE SECURITIES
 3 Months Ended
Mar. 31, 2024
Cash and Cash Equivalents [Abstract]  
MARKETABLE SECURITIES MARKETABLE SECURITIES
The following table sets forth the Company’s cash, cash equivalents, and marketable securities at March 31, 2024 and December 31, 2023:
(In thousands)March 31, 2024December 31, 2023
Cash and cash equivalents
Cash and money market$329,357 $530,100 
Cash equivalents18,130 75,278 
Total cash and cash equivalents347,487 605,378 
Marketable securities
Available-for-sale debt securities$302,020 $168,425 
Equity securities2,586 3,841 
Total marketable securities304,606 172,266 
Total cash, cash equivalents and marketable securities$652,093 $777,644 
Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at March 31, 2024, consisted of the following:
(In thousands)Amortized CostGains in Accumulated Other Comprehensive Income (Loss) (1)Losses in Accumulated Other Comprehensive Income (Loss) (1)Estimated Fair Value
Cash equivalents
U.S. government agency securities$18,132 $— $(2)$18,130 
Total cash equivalents18,132 — (2)18,130 
Marketable securities
Corporate bonds$141,211 $76 $(442)$140,845 
U.S. government agency securities81,779 24 (90)81,713 
Asset backed securities71,049 17 (316)70,750 
Commercial paper8,712 — — 8,712 
Total marketable securities302,751 117 (848)302,020 
Total available-for-sale securities$320,883 $117 $(850)$320,150 
______________
(1)There was no tax impact from the gains and losses in accumulated other comprehensive income (loss) (“AOCI”).
Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at December 31, 2023, consisted of the following:
(In thousands)Amortized CostGains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1)Estimated Fair Value
Cash equivalents
Commercial paper$72,243 $— $— $72,243 
U.S. government agency securities3,035 — — 3,035 
Total cash equivalents75,278 — — 75,278 
Marketable securities
U.S. government agency securities$56,594 $166 $(44)$56,716 
Corporate bonds55,712 175 (59)55,828 
Asset backed securities35,081 65 (249)34,897 
Commercial paper
20,984 — — 20,984 
Total marketable securities168,371 406 (352)168,425 
Total available-for-sale securities$243,649 $406 $(352)$243,703 
______________
(1)There was no tax impact from the gains and losses in AOCI.
The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at March 31, 2024:
Due one year or lessDue after one year through five years
(In thousands)CostFair ValueCostFair Value
Cash equivalents
U.S. government agency securities$18,132 $18,130 $— $— 
Total cash equivalents18,132 18,130 — — 
Marketable securities
U.S. government agency securities$63,225 $63,170 $18,554 $18,543 
Corporate bonds30,241 30,195 110,970 110,650 
Commercial paper
8,712 8,712 — — 
Asset backed securities2,467 2,466 68,582 68,284 
Total marketable securities104,645 104,543 198,106 197,477 
Total available-for-sale securities$122,777 $122,673 $198,106 $197,477 
The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of March 31, 2024 aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position:
Less than one yearOne year or greaterTotal
(In thousands)Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
Cash equivalents
U.S. government agency securities$8,115 $(2)$— $— $8,115 $(2)
Total cash equivalents8,115 (2)— — 8,115 (2)
Marketable securities
Corporate bonds$109,000 $(434)$3,490 $(8)$112,490 $(442)
U.S. government agency securities64,100 (89)1,996 (1)66,096 (90)
Asset backed securities46,430 (145)8,042 (171)54,472 (316)
Total marketable securities219,530 (668)13,528 (180)233,058 (848)
Total available-for-sale securities$227,645 $(670)$13,528 $(180)$241,173 $(850)
The Company evaluates investments that are in an unrealized loss position for impairment as a result of credit loss. It was determined that no credit losses exist as of March 31, 2024 and December 31, 2023 because the change in market value for those securities in an unrealized loss position resulted from fluctuating interest rates rather than a deterioration of the credit worthiness of the issuers.
The gains and losses recorded on available-for-sale debt securities and equity securities are included in investment income, net in the Company’s condensed consolidated statements of operations. The gains and losses recorded were not material for the three months ended March 31, 2024 and 2023.
v3.24.1.u1
INVENTORY
 3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
INVENTORY INVENTORY
Inventory consisted of the following:
(In thousands)March 31, 2024December 31, 2023
Raw materials$57,936 $58,593 
Semi-finished and finished goods70,598 68,882 
Total inventory$128,534 $127,475 
v3.24.1.u1
PROPERTY, PLANT AND EQUIPMENT
 3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT
The carrying value and estimated useful lives of property, plant and equipment are as follows:
(In thousands)Estimated Useful LifeMarch 31, 2024December 31, 2023
Property, plant and equipment
Landn/a$4,716 $4,716 
Leasehold and building improvements(1)225,477 214,562 
Land improvements15 years6,747 6,729 
Buildings
30 - 40 years
290,777 290,777 
Computer equipment and computer software3 years171,148 168,131 
Machinery and equipment
3 - 10 years
303,469 290,294 
Furniture and fixtures
3 - 10 years
35,994 35,756 
Assets under constructionn/a109,887 104,592 
Property, plant and equipment, at cost1,148,215 1,115,557 
Accumulated depreciation(446,174)(417,203)
Property, plant and equipment, net$702,041 $698,354 
______________
(1)Lesser of remaining lease term, building life, or estimated useful life.
Depreciation expense for the three months ended March 31, 2024 and 2023 was $30.6 million and $26.8 million, respectively.
At March 31, 2024, the Company had $109.9 million of assets under construction, which consisted of $56.0 million in machinery and equipment, $40.5 million in capitalized costs related to software projects, $8.1 million in leasehold and building improvements, $5.2 million related to buildings, and minimal furniture and fixtures. Depreciation will begin on these assets once they are placed into service upon completion.
v3.24.1.u1
INTANGIBLE ASSETS AND GOODWILL
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS AND GOODWILL INTANGIBLE ASSETS AND GOODWILL
Intangible Assets
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of March 31, 2024:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated Amortization
Net Balance at March 31, 2024
Finite-lived intangible assets
Trade name11.4$104,000 $(29,715)$74,285 
Customer relationships6.84,000 (1,000)3,000 
Patents and licenses5.011,542 (9,961)1,581 
Acquired developed technology (1)7.0887,560 (349,570)537,990 
Total finite-lived intangible assets1,007,102 (390,246)616,856 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,257,102 $(390,246)$1,866,856 
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2023:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated Amortization
Net balance at December 31, 2023
Finite-lived intangible assets
Trade name11.6$104,000 $(27,903)$76,097 
Customer relationships7.04,000 (889)3,111 
Patents and licenses4.511,542 (9,600)1,942 
Acquired developed technology (1)7.3887,789 (328,543)559,246 
Total finite-lived intangible assets1,007,331 (366,935)640,396 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,257,331 $(366,935)$1,890,396 
______________
(1)The gross carrying amount includes an insignificant foreign currency translation adjustment related to the intangible asset acquired as a result of the acquisition of OmicEra Diagnostics GmbH (“OmicEra”).
As of March 31, 2024 the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:
(In thousands)
2024 (remaining nine months)$69,598 
202591,860 
202690,800 
202790,800 
202890,800 
Thereafter182,998 
$616,856 
The Company’s acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives.
There were no impairment losses recorded on finite-lived intangible assets during the three months ended March 31, 2024 and 2023.
Goodwill
The change in the carrying amount of goodwill for the periods ended March 31, 2024 and December 31, 2023 is as follows:
(In thousands)
Balance, January 1, 2023
$2,346,040 
Resolution Bioscience acquisition
20,692 
Effects of changes in foreign currency exchange rates (1)388 
Balance, December 31, 2023
2,367,120 
Resolution Bioscience acquisition adjustment
205 
Effects of changes in foreign currency exchange rates (1)(273)
Balance March 31, 2024
$2,367,052 
______________
(1)Represents the impact of foreign currency translation related to the goodwill acquired as a result of the acquisition of OmicEra.
There were no impairment losses for the three months ended March 31, 2024 and 2023.
v3.24.1.u1
FAIR VALUE MEASUREMENTS
 3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS FAIR VALUE MEASUREMENTS
The three levels of the fair value hierarchy established are as follows:
Level 1    Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2    Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3    Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.
The following table presents the Company’s fair value measurements as of March 31, 2024 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.
(In thousands)Fair Value at March 31, 2024Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Cash, cash equivalents, and restricted cash
Cash and money market$329,357 $329,357 $— $— 
U.S. government agency securities18,130 — 18,130 — 
Restricted cash (1)
4,297 4,297 — — 
Marketable securities
Corporate bonds$140,845 $— $140,845 $— 
U.S. government agency securities81,713 — 81,713 — 
Asset backed securities70,750 — 70,750 — 
Commercial paper8,712 — 8,712 — 
Equity securities2,586 2,586 — — 
Non-marketable securities$6,560 $— $— $6,560 
Liabilities
Contingent consideration$(294,260)$— $— $(294,260)
Total$368,690 $336,240 $320,150 $(287,700)
The following table presents the Company’s fair value measurements as of December 31, 2023 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.
(In thousands)Fair Value at December 31, 2023Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Cash, cash equivalents and restricted cash
Cash and money market$530,100 $530,100 $— $— 
Commercial paper72,243 — 72,243 — 
Restricted cash (1)
4,297 4,297 — — 
U.S. government agency securities3,035 — 3,035 — 
Marketable securities
U.S. government agency securities$56,716 $— $56,716 $— 
Corporate bonds55,828 — 55,828 — 
Asset backed securities34,897 — 34,897 — 
Commercial paper20,984 — 20,984 — 
Equity securities3,841 3,841 — — 
Non-marketable securities$7,650 $— $— $7,650 
Liabilities
Contingent consideration$(288,657)$— $— $(288,657)
Total$500,934 $538,238 $243,703 $(281,007)
_________________________________
(1)Restricted cash primarily represents cash held by a third-party financial institution as part of a cash collateral agreement related to the Company’s credit card program. The restrictions will lapse upon the termination of the agreements or the removal of the cash collateral requirement by the third-parties.
There have been no changes in valuation techniques or transfers between fair value measurement levels during the three months ended March 31, 2024. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities are valued using a third-party pricing agency where the valuation is based on observable inputs including pricing for similar assets and other observable market factors.
The Company has elected the fair value option under the income approach to measure certain Level 3 non-marketable securities. Gains and losses recorded on non-marketable securities are included in investment income, net in the condensed consolidated statement of operations. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option:
(In thousands)Non-Marketable Securities
Beginning balance, January 1, 2024
$7,650 
Changes in fair value(1,090)
Ending balance, March 31, 2024
$6,560 
Contingent Consideration Liabilities
The fair value of the contingent consideration liabilities was $294.3 million and $288.7 million as of March 31, 2024 and December 31, 2023, respectively, of which $21.7 million was included in other current liabilities and $272.6 million was included in other long-term liabilities in the condensed consolidated balance sheet as of March 31, 2024. The contingent consideration liabilities were included in other long-term liabilities as of December 31, 2023.
The following table provides a reconciliation of the beginning and ending balances of contingent consideration:
(In thousands)Contingent Consideration
Beginning balance, January 1, 2024
$288,657 
Changes in fair value (1)5,603 
Ending balance, March 31, 2024
$294,260 
______________
(1)The change in fair value of the contingent consideration liability was a reduction of $8.9 million for the three months ended March 31, 2023, which is included in general and administrative expenses in the condensed consolidated statement of operations.
This fair value measurement of contingent consideration is categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market.
The fair value of the contingent consideration liabilities recorded from the Company’s acquisitions of Thrive Earlier Detection Corporation (“Thrive”), Ashion Analytics, LLC (“Ashion”), and OmicEra related to regulatory and product development milestones was $294.3 million and $288.7 million as of March 31, 2024 and December 31, 2023, respectively. The Company evaluates the fair value of the expected contingent consideration and the corresponding liabilities related to the regulatory and product development milestones using the probability-weighted scenario based discounted cash flow model, which is consistent with the initial measurement of the expected contingent consideration liabilities. Probabilities of success are applied to each potential scenario and the resulting values are discounted using a present-value factor. The passage of time in addition to changes in projected milestone achievement timing, present-value factor, the degree of achievement, if applicable, and probabilities of success may result in adjustments to the fair value measurement. The fair value of the contingent consideration liability recorded related to regulatory and product development milestones was determined using a weighted average probability of success of 90% and 89% as of March 31, 2024 and December 31, 2023, respectively, and a weighted average present-value factor of 6.0% and 5.8% as of March 31, 2024 and December 31, 2023, respectively. The projected fiscal year of payment range is from 2024 to 2030. Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities.
The revenue milestone associated with the Ashion acquisition is not expected to be achieved and therefore no liability has been recorded for this milestone.
Non-Marketable Equity Investments
Non-marketable equity securities without readily determinable fair values, which are classified as a component of other long-term assets, net, had the following cumulative upward and downward adjustments and aggregate carrying amounts:
(In thousands)
March 31, 2024March 31, 2023
Cumulative upward adjustments (1)
$5,100 $800 
Cumulative downward adjustments and impairments (2)
15,100 11,234 
Aggregate carrying value (3)
45,968 39,428 
_________________________________
(1)    There were no upward adjustments recorded on non-marketable equity securities held for the three months ended March 31, 2024 and 2023, respectively.
(2)    There were no downward adjustments and impairments recorded on non-marketable equity securities held for the three months ended March 31, 2024. Downward adjustments and impairments recorded on non-marketable equity securities held were $0.4 million for the three months ended March 31, 2023.
(3)    The aggregate carrying value of non-marketable equity securities was $46.0 million as of December 31, 2023.

There were no realized gains or losses recorded during the three and months ended March 31, 2024 and 2023.
The Company has committed capital to venture capital investment funds (the “Funds”) of $18.0 million, of which $12.4 million remained callable through 2033 as of March 31, 2024. The aggregate carrying amount of the Funds, which are classified as a component of other long-term assets, net in the Company’s condensed consolidated balance sheets, were $5.4 million and $5.2 million as of March 31, 2024 and December 31, 2023, respectively.
Derivative Financial Instruments
The Company enters into foreign currency forward contracts on the last day of each month to mitigate the impact of adverse movements in foreign exchange rates related to the remeasurement of monetary assets and liabilities and hedge the Company’s foreign currency exchange rate exposure. As of March 31, 2024 and December 31, 2023 the Company had open foreign currency forward contracts with notional amounts of $46.2 million and $39.5 million, respectively. The Company's foreign exchange derivative instruments are classified as Level 2 within the fair value hierarchy as they are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. The fair value of the open foreign currency forward contracts was zero at March 31, 2024 and December 31, 2023 and there were no gains or losses recorded to adjust the fair value of the open foreign currency contract held as of March 31, 2024. The contracts are closed subsequent to each month-end, and the gains and losses recorded from the contracts were not significant for the three months ended March 31, 2024 and 2023.
v3.24.1.u1
LONG-TERM DEBT
 3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Accounts Receivable Securitization Facility
On June 29, 2022, the Company, through a wholly-owned special purpose entity, Exact Receivables LLC (“Exact Receivables”) entered into an accounts receivable securitization program (the “Securitization Facility”) with PNC Bank, National Association (“PNC”), with a scheduled maturity date of June 29, 2024. The Securitization Facility provides Exact Receivables with a revolving line-of-credit of up to $150.0 million of borrowing capacity, subject to certain borrowing base requirements, by collateralizing a security interest in the domestic customer accounts receivable of certain wholly-owned subsidiaries of the Company. The amount available under the Securitization Facility fluctuates over time based on the total amount of eligible customer accounts receivable generated by the Company during the normal course of operations. The Securitization Facility requires the Company to maintain minimum borrowings under the facility of $50.0 million. The debt issuance costs incurred related to the Securitization Facility were not significant and are being amortized over the life of the Securitization Facility through interest expense within the condensed consolidated statements of operations.
In connection with the Securitization Facility, the Company also entered into two Receivables Purchase Agreements (“Receivable Purchase Agreements”) on June 29, 2022. The Receivable Purchase Agreements are among the Company and certain wholly-owned subsidiaries of the Company, and between the Company and Exact Receivables. Under the agreements, the wholly-owned subsidiaries sell all of their right, title and interest in their accounts receivables to Exact Receivables. The receivables are used to collateralize borrowings made under the Securitization Facility. The Company retains the responsibility of servicing the accounts receivable balances pledged as collateral under the Securitization Facility and provides a performance guaranty.
As of March 31, 2024, the eligible borrowing base under the Securitization Facility was $123.7 million of which the Company elected to collateralize $50.0 million. As of March 31, 2024 and December 31, 2023, the Company had an outstanding balance of $50.0 million, which is included in debt, current portion on the Company’s condensed consolidated balance sheets. The outstanding balance accrues interest at a rate equal to a daily secured overnight financing rate (“SOFR”) rate plus a SOFR adjustment and an applicable margin. The interest rate was 6.87% at March 31, 2024.
Revolving Loan Agreement
During November 2021, the Company entered into a revolving loan agreement (the “Revolving Loan Agreement”) with PNC. The Revolving Loan Agreement provides the Company with a revolving line of credit of up to $150.0 million (the “Revolver”). The Revolver is collateralized by the Company’s marketable securities held by PNC, which must continue to maintain a minimum market value of $150.0 million. The Revolver is available for general working capital purposes and all other lawful corporate purposes. In addition, the Company may request, in lieu of cash advances, letters of credit with an aggregate stated amount outstanding not to exceed $20.0 million. The availability of advances under the line of credit will be reduced by the stated amount of each letter of credit issued and outstanding.
Borrowings under the Revolving Loan Agreement accrue interest at an annual rate equal to the sum of the daily Bloomberg Short-Term Bank Yield Index Rate plus the applicable margin of 0.60%. Loans under the Revolving Loan Agreement may be prepaid at any time without penalty. In October 2022, the Revolving Loan Agreement was amended to extend the maturity date from November 5, 2023 to November 5, 2025. There were no other amendments to the Revolver.
The Company has agreed to various financial covenants under the Revolving Loan Agreement, and as of March 31, 2024, the Company is in compliance with all covenants.
In December 2021 and January 2023, PNC issued a letters of credit of $2.9 million and $1.5 million, respectively, which reduced the amount available for cash advances under the line of credit to $145.6 million as of March 31, 2024 and December 31, 2023. As of March 31, 2024 and December 31, 2023, the Company has not drawn funds from, nor are any amounts outstanding under, the Revolving Loan Agreement.
v3.24.1.u1
CONVERTIBLE NOTES
 3 Months Ended
Mar. 31, 2024
CONVERTIBLE NOTES [Abstract]  
CONVERTIBLE NOTES CONVERTIBLE NOTES
Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of March 31, 2024:
Fair Value (1)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2030 Convertible Notes - 2.000%
$572,993 $(4,174)$568,819 $652,971 2
2028 Convertible Notes - 0.375%
949,042 (9,871)939,171 881,764 2
2027 Convertible Notes - 0.375%
563,822 (5,007)558,815 532,513 2
2025 Convertible Notes - 1.000% (2)
249,172 (362)248,810 278,437 2
Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of December 31, 2023:
Fair Value (1)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2030 Convertible Notes - 2.000%
$572,993 $(4,349)$568,644 $684,475 2
2028 Convertible Notes - 0.375%
949,042 (10,499)938,543 887,354 2
2027 Convertible Notes - 0.375%
563,822 (5,429)558,393 549,839 2
2025 Convertible Notes - 1.000%
249,172 (476)248,696 293,300 2
______________
(1)The fair values are based on observable market prices for this debt, which is traded in less active markets and therefore is classified as a Level 2 fair value measurement.
(2)The Company’s convertible notes due in 2025 (the “2025 Notes”) mature on January 15, 2025 and are included in convertible notes, net, current portion on the condensed consolidated balance sheet as of March 31, 2024. The 2025 Notes were included in convertible notes, net, less current portion as of December 31, 2023.
Issuances and Settlements
In February 2023, the Company entered into a privately negotiated exchange and purchase agreement with a single holder of certain of the Company’s convertible notes due in 2027 (the “2027 Notes”) and 2028 (the “2028 Notes”). The Company issued the holder $500.0 million aggregate principal amount of 2.0% Convertible Notes due in 2030 (the “2030 Notes” and, collectively with the 2025 Notes, 2027 Notes, and 2028 Notes, the “Notes”) in exchange for $183.7 million of aggregate principal of 2027 Notes, $201.0 million of aggregate principal of 2028 Notes, and $138.0 million of cash. The extinguishment resulted in a gain on settlement of convertible notes of $17.7 million, which is included in interest income (expense), net in the condensed consolidated statement of operations for the three months ended March 31, 2023. The gain represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of exchange.
In March 2023, the Company entered into a privately negotiated exchange agreement with two holders of certain of the 2025 Notes. The Company issued the holder $73.0 million aggregate principal amount of 2030 Notes in exchange for $65.8 million of aggregate principal of 2025 Notes. The extinguishment resulted in a loss on settlement of convertible notes of $7.4 million, which is included in interest income (expense), net in the condensed consolidated statement of operations for the three months ended March 31, 2023. The loss represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of exchange.
The net proceeds from the issuance of the 2030 Notes were approximately $133.0 million, after deducting commissions and offering expenses payable by the Company.
The 2030 Notes will mature on March 1, 2030 and bear interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2023.
Summary of Conversion Features
Until the six-months immediately preceding the maturity date of the applicable series of the Company’s convertible notes (the “Notes”), each series of Notes is convertible only upon the occurrence of certain events and during certain periods, as set forth in the Indentures filed at the time of the original offerings. On or after the date that is six-months immediately preceding the maturity date of the applicable series of Notes until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert such Notes at any time. The Notes will be convertible into cash, shares of the Company’s common stock (plus, if applicable, cash in lieu of any fractional share), or a combination of cash and shares of the Company’s common stock, at the Company’s election.
It is the Company’s intent and policy to settle all conversions through combination settlement. The initial conversion rate is 13.26, 8.96, 8.21, and 12.37 shares of common stock per $1,000 principal amount for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively, which is equivalent to an initial conversion price of approximately $75.43, $111.66, $121.84, and $80.83 per share of the Company’s common stock for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively. The 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes are potentially convertible into up to 3.3 million, 5.0 million, 7.8 million, and 7.1 million shares, respectively. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the Indentures filed at the time of the original offerings but will not be adjusted for accrued and unpaid interest. In addition, holders of the Notes who convert their Notes in connection with a “make-whole fundamental change” (as defined in the Indentures), will, under certain circumstances, be entitled to an increase in the conversion rate.
If the Company undergoes a “fundamental change” (as defined in the Indentures), holders of the Notes may require the Company to repurchase for cash all or part of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest.
Based on the closing price of the Company’s common stock of $69.06 on March 31, 2024, the if-converted values on the Notes do not exceed the principal amount.
The Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness, or the issuance or repurchase of securities by the Company.
Ranking of Convertible Notes
The Notes are the Company’s senior unsecured obligations and (i) rank senior in right of payment to all of its future indebtedness that is expressly subordinated in right of payment to the Notes; (ii) rank equal in right of payment to each outstanding series thereof and to all of the Company’s future liabilities that are not so subordinated, unsecured indebtedness; (iii) are effectively junior to all of the Company’s existing and future secured indebtedness and other secured obligations, to the extent of the value of the assets securing that indebtedness and other secured obligations; and (iv) are structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries.
Issuance Costs
Issuance costs are amortized to interest expense over the term of the Notes. The following table summarizes the original issuance costs at the time of issuance for each set of Notes:
(In thousands)
2030 Convertible Notes$4,938 
2028 Convertible Notes24,453 
2027 Convertible Notes14,285 
2025 Convertible Notes17,646 
Interest Expense
Interest expense on the Notes includes the following:
Three Months Ended March 31,
(In thousands)20242023
Debt issuance costs amortization$1,315 $1,378 
Debt discount amortization25 31 
Gain on settlements of convertible notes— (10,324)
Coupon interest expense4,906 3,354 
Total interest expense (income) on convertible notes$6,246 $(5,561)
The following table summarizes the effective interest rates of the Notes:
Three Months Ended March 31,
20242023
2030 Convertible Notes2.12 %2.12 %
2028 Convertible Notes0.64 %0.64 %
2027 Convertible Notes0.67 %0.67 %
2025 Convertible Notes1.18 %1.18 %
The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 0.79, 2.96, 3.92, and 5.92 years for the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, respectively.
v3.24.1.u1
LICENSE AND COLLABORATION AGREEMENTS
 3 Months Ended
Mar. 31, 2024
LICENSE AGREEMENTS [Abstract]  
LICENSE AND COLLABORATION AGREEMENTS LICENSE AND COLLABORATION AGREEMENTS
The Company licenses certain technologies that are, or may be, incorporated into its technology under several license agreements, as well as the rights to commercialize certain diagnostic tests through collaboration agreements. Generally, the license agreements require the Company to pay single-digit royalties based on net revenues received using the technologies and may require minimum royalty amounts, milestone payments, or maintenance fees.
Mayo Foundation for Medical Education and Research
In June 2009, the Company entered into an exclusive, worldwide license agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), under which Mayo granted the Company an exclusive, worldwide license to certain Mayo patents and patent applications, as well as a non-exclusive, worldwide license with regard to certain Mayo know-how. The scope of the license covers any screening, surveillance or diagnostic test or tool for use in connection with any type of cancer, pre-cancer, disease or condition. The Company’s license agreement with Mayo was most recently amended and restated in September 2020.
The licensed Mayo patents and patent applications contain both method and composition claims that relate to sample processing, analytical testing and data analysis associated with nucleic acid screening for cancers and other diseases. The jurisdictions covered by these patents and patent applications include the U.S., Australia, Canada, the European Union, China, Japan and Korea. Under the license agreement, the Company assumed the obligation and expense of prosecuting and maintaining the licensed Mayo patents and is obligated to make commercially reasonable efforts to bring to market products using the licensed Mayo intellectual property.
Pursuant to the Company’s agreement with Mayo, the Company is required to pay Mayo a low-single-digit royalty on the Company’s net sales of current and future products using the licensed Mayo intellectual property each year during the term of the Mayo agreement.
The Company is also required to pay Mayo up to $3.0 million in sales-based milestone payments upon cumulative net sales of each product using the licensed Mayo intellectual property reaching specified levels.
The license agreement will remain in effect, unless earlier terminated by the parties in accordance with the agreement, until the last of the licensed patents expires in 2039 (or later, if certain licensed patent applications are issued). However, if the Company is still using the licensed Mayo know-how or certain Mayo-provided biological specimens or their derivatives on such expiration date, the term shall continue until the earlier of the date the Company stops using such know-how and materials and the date that is five years after the last licensed patent expires. The license agreement contains customary termination provisions and permits Mayo to terminate the license agreement if the Company sues Mayo or its affiliates, other than any such suit claiming an uncured material breach by Mayo of the license agreement.
In addition to granting the Company a license to the covered Mayo intellectual property, Mayo provides the Company with product development and research and development assistance pursuant to the license agreement and other collaborative arrangements. In September 2020, Mayo also agreed to make available certain personnel to provide such assistance through January 2025. In connection with this collaboration, the Company has incurred insignificant charges for the three months ended March 31, 2024 and 2023, respectively. The charges incurred in connection with this collaboration are recorded in research and development expenses in the Company’s condensed consolidated statements of operations.
Johns Hopkins University
Through the acquisition of Thrive, the Company acquired a worldwide exclusive license agreement with Johns Hopkins University (“JHU”) for use of several JHU patents and licensed know-how. The license is designed to enable the Company to leverage JHU proprietary data in the development and commercialization of a blood-based, multi-cancer screening test. The agreement terms would require the Company to pay single-digit sales-based royalties and up to $45.0 million in sales-based milestone payments if net sales of a licensed product using JHU proprietary data reach specified levels. The Company will record the sales-based royalties and sales-based milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of any sales-based royalties or sales-based milestones as of March 31, 2024.
Targeted Digital Sequencing (“TARDIS”) License Agreement
In January 2021, the Company entered into an exclusive, worldwide license to the proprietary TARDIS technology from The Translational Genomics Research Institute (“TGen”). Under the agreement, the Company acquired a royalty-free, worldwide exclusive license to proprietary TARDIS patents and know-how. Under the agreement, the Company is obligated to make milestone payments to TGen of up to $45.0 million in sales-based milestone payments upon cumulative net sales related to molecular residual disease (“MRD”) detection and/or treatment reaching specified levels. These payments are contingent upon achievement of these cumulative revenues on or before December 31, 2030. The Company will record the sales milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of sales milestones as of March 31, 2024.
Broad Institute, Inc.
In June 2023, the Company entered into an exclusive license agreement with Broad Institute, Inc. (“Broad Institute”) to utilize the Minor Allele Enriched Sequencing Through Recognition Oligonucleotides (“MAESTRO”) technology in the Company’s MRD testing. Under the license agreement, the Company is obligated to make development milestone payments to Broad Institute of up to $6.5 million upon achievement of certain development milestones related to prospective MRD tests that use the MAESTRO technology. In addition, the Company is obligated to make sales-based milestone payments to Broad Institute that equate up to a mid-single-digit royalty upon the achievement of certain cumulative net sales targets of licensed products using the MAESTRO technology beginning at $500.0 million. The Company will record the development milestones once achieved and the sales milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of development milestones or sales milestones as of March 31, 2024.
Watchmaker Genomics, Inc.
In July 2023, the Company entered into a co-exclusive development and license agreement with Watchmaker Genomics, Inc. (“Watchmaker”) under which the Company granted Watchmaker a co-exclusive license to the non-bisulfite technology for the detection of methylated DNA and other epigenetic modifications (“TAPS”). TAPS is based on patents obtained by the Company through an exclusive license agreement with the Ludwig Institute for Cancer Research. Under the agreement, both parties have the right to use and develop TAPS for commercial purposes. The Company has the potential to receive up to $82.0 million in sales-based milestone payments and mid-single digit royalties based on future Watchmaker net sales of licensed products including TAPS. Additionally, Watchmaker has the right to sublicense TAPS, and the Company has the potential to receive royalties based on future Watchmaker sublicense receipts.
v3.24.1.u1
STOCKHOLDERS' EQUITY
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Changes in Accumulated Other Comprehensive Income (Loss)
The amounts recognized in AOCI for the three months ended March 31, 2024 were as follows:
(In thousands)Cumulative Translation AdjustmentUnrealized Gain (Loss) on Securities (1)
AOCI
Balance at December 31, 2023$1,374 $54 $1,428 
Other comprehensive income (loss) before reclassifications
(1,140)(808)(1,948)
Amounts reclassified from accumulated other comprehensive income (loss)
— 21 21 
Net current period change in accumulated other comprehensive income (loss)
(1,140)(787)(1,927)
Balance at March 31, 2024$234 $(733)$(499)
______________
(1)There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2024.
The amounts recognized in AOCI for the three months ended March 31, 2023 were as follows:
(In thousands)Cumulative Translation AdjustmentUnrealized Gain (Loss) on Securities (1)
AOCI
Balance at December 31, 2022$53 $(5,289)$(5,236)
Other comprehensive loss before reclassifications550 2,289 2,839 
Amounts reclassified from accumulated other comprehensive income (loss)
— 678 678 
Net current period change in accumulated other comprehensive income (loss)
550 2,967 3,517 
Balance at March 31, 2023$603 $(2,322)$(1,719)
______________
(1)There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2023.
Amounts reclassified from AOCI for the three months ended March 31, 2024 and 2023 were as follows:
Affected Line Item in the
Statements of Operations		Three Months Ended March 31,
Details about AOCI Components (In thousands)20242023
Change in value of available-for-sale investments
Sales and maturities of available-for-sale investments
Investment income, net
$21 $678 
Total reclassifications$21 $678 
v3.24.1.u1
STOCK-BASED COMPENSATION
 3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Stock-Based Compensation Plans
The Company maintains the following plans for which awards were granted from or had awards outstanding in 2023: the 2010 Omnibus Long-Term Incentive Plan (as Amended and Restated effective July 27, 2017), the 2019 Omnibus Long-Term Incentive Plan, and the 2010 Employee Stock Purchase Plan. These plans are collectively referred to as the “Stock Plans” and are administered in conjunction with the Company’s Equity Award Death, Disability and Retirement Policy, which was adopted in February 2023. Refer to the Company’s 2023 Form 10-K for further information regarding this policy.
Stock-Based Compensation Expense
The Company records stock-based compensation expense in connection with the amortization of restricted stock and restricted stock unit awards (“RSUs”), performance share units (“PSUs”), stock purchase rights granted under the Company’s employee stock purchase plan and stock options granted to employees, non-employee consultants and non-employee directors. The Company recorded $60.4 million and $49.1 million in stock-based compensation expense during the three months ended March 31, 2024 and 2023, respectively.
As of March 31, 2024, there was approximately $520.8 million of expected total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under all equity compensation plans. The Company expects to recognize that cost over a weighted average period of 2.8 years.
Stock Options
A summary of stock option activity under the Stock Plans is as follows:
Option SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term (Years)Aggregate Intrinsic Value (1)
(Aggregate intrinsic value in thousands)
Outstanding, January 1, 20241,286,173 $47.67 3.8
Exercised(133,097)16.03 
Forfeited(14,409)94.95 
Outstanding, March 31, 20241,138,667 $50.77 3.9$31,533 
Vested and expected to vest, March 31, 2024
1,138,667 $50.77 3.9$31,533 
Exercisable, March 31, 20241,138,667 $50.77 3.9$31,533 
______________
(1)The total intrinsic value of options exercised, net of shares withheld for taxes, during the three months ended March 31, 2024 and 2023 was $2.9 million and $4.8 million, respectively, determined as of the date of exercise.
Restricted Stock and Restricted Stock Units
The fair value of restricted stock and RSUs is determined on the date of grant using the closing stock price on that day.
A summary of restricted stock and RSU activity during the three months ended March 31, 2024 is as follows:
Restricted SharesWeighted Average Grant Date Fair Value (1)
Outstanding, January 1, 20246,272,763 $73.39 
Granted3,673,677 57.64 
Released (2)(1,731,848)81.17 
Forfeited(179,074)63.48 
Outstanding, March 31, 20248,035,518 $64.60 
______________
(1)The weighted average grant date fair value of the RSUs granted during the three months ended March 31, 2023 was $60.25.
(2)The fair value of RSUs vested and converted to shares of the Company’s common stock was $140.2 million and $121.2 million during the three months ended March 31, 2024 and 2023, respectively.
Performance Share Units
The Company has issued performance-based equity awards to certain employees which vest upon the achievement of certain performance goals, including financial performance targets and operational milestones.
A summary of PSU activity during the three months ended March 31, 2024 is as follows:
Performance Share Units (1)Weighted Average Grant Date Fair Value (2)
Outstanding, January 1, 20241,597,801 $92.73 
Granted854,749 63.13 
Released (3)(63,809)140.20 
Forfeited(182,714)134.17 
Outstanding, March 31, 20242,206,027 $76.46 
______________
(1)The PSUs listed above assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding PSUs as of March 31, 2024 was 1,097,448.
(2)The weighted average grant date fair value of the PSUs granted during the three months ended March 31, 2023 was $79.17.
(3)The fair value of PSUs vested and converted to shares of the Company’s common stock was $8.9 million and $1.0 million for the three months ended March 31, 2024 and 2023, respectively.
Employee Stock Purchase Plan
There were no shares issued under the 2010 Employee Stock Purchase Plan during the three months ended March 31, 2024 and 2023.
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Leases
Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:
Three Months Ended March 31,
(In thousands)20242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$9,771$9,135
Operating cash flows from finance leases263170
Finance cash flows from finance leases1,336745
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)$9,019$(3,833)
Right-of-use assets obtained in exchange for new finance lease liabilities9,006318
Weighted-average remaining lease term - operating leases (in years)7.107.18
Weighted-average remaining lease term - finance leases (in years)3.173.07
Weighted-average discount rate - operating leases6.58 %6.42 %
Weighted-average discount rate - finance leases6.87 %6.67 %
______________
(1)For the three months ended March 31, 2023, this includes reductions of $6.2 million on the carrying value of the right-of-use assets held due to a reduction of the expected lease term.
As of March 31, 2024 and December 31, 2023, the Company’s right-of-use assets from operating leases are $142.0 million and $143.7 million, respectively, which are reported in operating lease right-of-use assets in the Company’s condensed consolidated balance sheets. As of March 31, 2024, the Company has outstanding operating lease obligations of $189.6 million, of which $27.2 million is reported in operating lease liabilities, current portion and $162.4 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets. As of December 31, 2023, the Company had outstanding operating lease obligations of $190.4 million, of which $29.4 million is reported in operating lease liabilities, current portion and $161.1 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets.
As of March 31, 2024 and December 31, 2023, the Company’s right-of-use assets from finance leases are $18.6 million and $11.3 million, respectively, which are reported in other long-term assets, net in the Company’s condensed consolidated balance sheets. As of March 31, 2024, the Company has outstanding finance lease obligations of $19.5 million, of which $6.4 million is reported in other current liabilities and $13.1 million is reported in other long-term liabilities in the Company’s condensed consolidated balance sheets. As of December 31, 2023, the Company had outstanding finance lease obligations of $11.9 million, of which $4.4 million is reported in other current liabilities and $7.5 million is reported in other long-term liabilities in the Company’s condensed consolidated balance sheets.
Legal Matters
The Company accrues costs for certain legal proceedings and regulatory matters to the extent that it determines an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While such accrued costs reflect the Company’s best estimate of the probable loss for such matters, the recorded amounts may differ materially from the actual amount of any such losses. In some cases, no estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made because of the inherently unpredictable nature of legal and regulatory proceedings, which may be exacerbated by various factors, including but not limited to, that they may involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or legal uncertainties; involve disputed facts; represent a shift in regulatory policy; involve a large number of parties, claimants or regulatory bodies; are in the early stages of the proceedings; involve a number of separate proceedings and/or a wide range of potential outcomes; or result in a change of business practices.
As of the date of this Quarterly Report on Form 10-Q, amounts accrued for legal proceedings and regulatory matters were not material. However, it is possible that in a particular quarter or annual period the Company’s financial condition, results of operations, cash flow and/or liquidity could be materially adversely affected by an ultimate unfavorable resolution of, or development in, legal and/or regulatory proceedings. The Company believes that the ultimate outcome of any of the regulatory and legal proceedings that are currently pending against it should not have a material adverse effect on financial condition, results of operations, cash flow or liquidity.
v3.24.1.u1
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS
 3 Months Ended
Mar. 31, 2024
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS [Abstract]  
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS
During December 2021, the Company entered into an amended agreement (“Amended WEDC Agreement”) with the Wisconsin Economic Development Corporation (“WEDC”) to earn an additional $18.5 million in refundable tax credits on the condition that the Company expends $350.0 million in capital investments and establishes and maintains 1,300 additional full-time positions over a five-year period. The capital investment credits are earned at a rate of 10% of eligible capital investments up to a maximum of $7.0 million, while the jobs creation credits are earned annually pursuant to the agreement.
The tax credits earned are first applied against the tax liability otherwise due, and if there is no such liability present, the claim for tax credits will be reimbursed in cash to the Company. The maximum amount of the refundable tax credit to be earned for each year is fixed, and the Company earns the credits by meeting certain capital investment and job creation thresholds over the term of the agreement. Should the Company earn and receive the job creation tax credits but not maintain those full-time positions through the end of the agreement, the Company may be required to pay those credits back to the WEDC.
The Company records the earned tax credits as job creation and capital investments occurs. The tax credits earned from capital investment are recognized as a reduction to capital expenditures at the time the costs are incurred, and then as an offset to depreciation expense over the expected life of the acquired capital assets. The tax credits earned related to job creation are recognized as an offset to operational expenses in the period in which the credits are earned.
As of March 31, 2024, the Company has earned $11.0 million of the refundable tax credits under the Amended WEDC Agreement. The unpaid portion is $5.5 million, of which $4.2 million is reported in prepaid expenses and other current assets and $1.3 million is reported in other long-term assets, net in the Company’s condensed consolidated balance sheets reflecting when collection of the refundable tax credits is expected to occur. During the three months ended March 31, 2024 and 2023, the amounts recorded as an offset to capital expenditures and operating expenses for the tax credits earned were not significant.
v3.24.1.u1
ACQUISITIONS AND DIVESTITURES
 3 Months Ended
Mar. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
ACQUISITIONS AND DIVESTITURES ACQUISITIONS AND DIVESTITURES
Business Combinations
Resolution Bioscience, Inc.
On September 12, 2023, the Company completed the acquisition of all of the outstanding capital stock of Resolution Bioscience, Inc. (“Resolution Bioscience”) from Agilent Technologies, Inc. Resolution Bioscience develops and commercializes next-generation sequencing-based precision oncology solutions through its Clinical Laboratory Improvement Amendments (“CLIA”) certified lab based in Kirkland, Washington. The acquisition provides the Company with a high-quality blood-based therapy selection platform, complementing its comprehensive, tissue-based OncoExTra® test.
Refer to the Company’s 2023 Form 10-K for detailed disclosures on the combination, including the fair value of the consideration transferred, purchase price allocation, and goodwill and intangible assets identified in the transaction. During the three months ended March 31, 2024, there were no significant changes to the purchase price and purchase price allocation. The measurement period remains open pending the completion of valuation procedures related to certain acquired assets and liabilities assumed, primarily in connection with the developed technology intangible asset.
Divestitures
Oncotype DX Genomic Prostate Score Test
On August 2, 2022, pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) with MDxHealth SA (“MDxHealth”), the Company completed the sale of the intellectual property and know-how related to the Company’s Oncotype DX Genomic Prostate Score test (“GPS test”), which will allow the Company to focus on the highest impact projects core to the Company’s vision. On August 23, 2023, the Company and MDxHealth executed the Second Amendment to the Asset Purchase Agreement (the “Second Amendment”). Under the Second Amendment, the Company agreed to allow MDxHealth to defer the 2023 contingent consideration payment by three years in exchange for additional consideration and more favorable contingent consideration terms, including elimination of the minimum revenue thresholds previously required to be met under the Asset Purchase Agreement. Refer to the Company’s 2023 Form 10-K for additional details on the agreements.
As of March 31, 2024 and December 31, 2023, a portion of the contingent consideration is classified as a contract asset. The contract asset was $41.4 million and $41.7 million as of March 31, 2024 and December 31, 2023, respectively. The contract asset was estimated using historical GPS test revenues by MDxHealth under the most likely method. The remaining consideration balance as of March 31, 2024 and December 31, 2023 was $31.6 million, which includes the amount earned during the 2023 earnout year and is classified as a receivable. The contract asset and receivable are included in other long-term assets, net on the condensed consolidated balance sheet. The Company recorded an insignificant contingent consideration loss for the three months ended March 31, 2024, which is included in other operating loss in the condensed consolidated statement of operations.
v3.24.1.u1
SEGMENT INFORMATION
 3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
Management determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This operating segment is focused on the development and global commercialization of clinical laboratory services allowing healthcare providers and patients to make individualized treatment decisions. Management assessed the financial information routinely reviewed by the Company's Chief Operating Decision Maker, its President and Chief Executive Officer, to monitor the Company's operating performance and support decisions regarding allocation of resources to its operations. Performance is continuously monitored at the consolidated level to timely identify deviations from expected results.
The following table summarizes total revenue from customers by geographic region. Product revenues are attributed to countries based on ship-to location.
Three Months Ended March 31,
(In thousands)20242023
United States$592,991 $565,182 
Outside of United States44,533 37,268 
Total revenues$637,524 $602,450 
Long-lived assets located in countries outside of the U.S. are not significant.
v3.24.1.u1
INCOME TAXES
 3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company recorded income tax expense of $1.8 million and $1.7 million for the three months ended March 31, 2024 and 2023, respectively. The Company’s income tax expense recorded during the three months ended March 31, 2024 is primarily related to current foreign and state tax expense. A deferred tax liability of $18.2 million and $17.3 million was recorded as of March 31, 2024 and December 31, 2023, respectively, which is included in other long-term liabilities on the Company’s condensed consolidated balance sheet. The Company continues to maintain a full valuation allowance against its deferred tax assets based on management’s determination that it is more likely than not the benefit will not be realized.
The Company had $38.2 million and $36.4 million of unrecognized tax benefits at March 31, 2024 and December 31, 2023, respectively. These amounts have been recorded as a reduction to the Company’s deferred tax asset, if recognized they would not have an impact on the effective tax rate due to the existing valuation allowance. Certain of the Company's unrecognized tax benefits could change due to activities of various tax authorities, including possible settlement of audits, or through normal expiration of various statutes of limitations. The Company does not expect a material change in unrecognized tax benefits in the next twelve months.
As of March 31, 2024, due to the carryforward of unutilized net operating losses and research and development credits, the Company is subject to U.S. federal income tax examinations for the tax years 2000 through 2024, and to state income tax examinations for the tax years 2000 through 2024. No interest or penalties related to income taxes have been accrued or recognized as of March 31, 2024.
The Organization for Economic Co-operation and Development has endorsed a framework (“Pillar Two”) with model rules introducing a global minimum corporate tax rate via a system where multinational groups with consolidated revenue over €750M are subject to a minimum effective tax rate of 15% on income arising in low-tax jurisdictions on a country-by-country basis. Many countries have implemented laws based on these model rules, with effective dates beginning January 1, 2024. These rules do not have a material impact on the Company for the current period and, as currently designed, are not expected to materially increase the Company’s global tax costs. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.
v3.24.1.u1
SUBSEQUENT EVENTS
 3 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
(18) SUBSEQUENT EVENTS
Convertible Notes
On April 17, 2024, the Company entered into privately negotiated agreements (the “Agreements”) with certain holders of the Company’s 2028 Notes. Pursuant to the Agreements, the Company issued $620.7 million aggregate principal amount of a new series of Convertible Notes due in 2031 (the “2031 Notes”) in exchange for (i) the retirement of $359.7 million in aggregate principal amount of 2028 Notes, and (ii) payment to the Company of $266.8 million in cash. The net proceeds from the issuance of the 2031 Notes were approximately $259.8 million, after deducting commissions and the offering expenses payable by the Company. The exchange of the 2028 Notes is preliminarily expected to be accounted for as an extinguishment that will result in a gain or loss on settlement of convertible notes in the second quarter of 2024, which will be included in interest income (expense), net in the condensed consolidated statement of operations. The 2031 Notes will mature on April 15, 2031 and bear interest at a rate of 1.75% per year, payable semiannually in arrears on October 15 and April 15 of each year, beginning on October 15, 2024.
TARDIS License Agreement
Effective May 1, 2024, the Company entered into termination agreements (the “Termination Agreements”) with TGen for the purpose of terminating the license and sponsored research agreement relating to the TARDIS technology, as further described in Note 10, and an additional sponsored research agreement with a broader scope (collectively, the “Original Agreements”). As part of the Termination Agreements, the Company will pay TGen $27.6 million in compensation for the termination of the Original Agreements, which will be allocated into three annual installments of $9.2 million per year beginning in the second quarter of 2024. The Company will measure the termination payments at fair value and recognize the expense incurred in the second quarter of 2024, which will be included in research and development expenses in the condensed consolidated statement of operations. The termination payments eliminate the Company’s obligation to pay TGen any further payments, equities, fees, costs, or other amounts that would have been due under the Original Agreements, including the milestone payments as described in Note 10. The Company’s ongoing development efforts for its pipeline tests are not impacted by the Termination Agreements.
v3.24.1.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements, which include the accounts of the Company and those of its wholly owned subsidiaries and variable interest entities, are unaudited and have been prepared on a basis substantially consistent with the Company’s audited financial statements and notes as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K (the “2023 Form 10-K”). All intercompany transactions and balances have been eliminated upon consolidation. These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair statement of its financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2023 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2023 Form 10-K. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. The statements should be read in conjunction with the audited financial statements and related notes included in the 2023 Form 10-K.
Use of Estimates
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that affect the Company’s financial statements materially and involve difficult, subjective or complex judgments by management, and actual results could differ from those estimates. These estimates include revenue recognition, valuation of intangible assets and goodwill, contingent consideration, and accounting for income taxes. The Company’s critical accounting policies and estimates are explained further in the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and the 2023 Form 10-K.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In March 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2024-02: Codification Improvement – Amendments to Remove References to the Concepts Statements. This update amends the Accounting Standards Codification (“ASC”) to remove references to various FASB Concepts Statements. The Company early adopted and prospectively applied the amendments in this update during the first quarter of fiscal year 2024. There was no significant impact to the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the ASC to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This update improves reportable segment disclosure requirements, primarily through enhanced disclosures of significant segment expenses. The amendments in this update should be applied retrospectively to all prior periods presented in the consolidated financial statements and are effective for fiscal years beginning after December 31, 2023 and interim periods within fiscal years beginning after December 31, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures. This update improves income tax disclosure requirements, primarily through enhanced transparency and decision usefulness of disclosures. The amendments in this update should be applied prospectively with the option to apply retrospectively and are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements.
Net Loss Per Share
Net Loss Per Share
Basic net loss per common share (“EPS”) was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share is the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive as a result of the Company’s losses.
v3.24.1.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect:
Three Months Ended March 31,
(In thousands)20242023
Shares issuable upon conversion of convertible notes23,231 23,231 
Shares issuable upon the release of restricted stock awards8,036 6,877 
Shares issuable upon the release of performance share units2,206 1,671 
Shares issuable upon exercise of stock options1,139 1,416 
34,612 33,195 
v3.24.1.u1
REVENUE (Tables)
 3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of disaggregation of revenue
The following table presents the Company’s revenues disaggregated by revenue source:
Three Months Ended March 31,
(In thousands)20242023
Screening
Medicare Parts B & C$173,790 $171,730 
Commercial254,143 233,033 
Other46,865 38,432 
Total Screening474,798 443,195 
Precision Oncology
Medicare Parts B & C$48,050 $47,381 
Commercial46,700 44,932 
International44,533 37,268 
Other23,443 25,851 
Total Precision Oncology162,726 155,432 
COVID-19 Testing$— $3,823 
Total$637,524 $602,450 
v3.24.1.u1
MARKETABLE SECURITIES (Tables)
 3 Months Ended
Mar. 31, 2024
Cash and Cash Equivalents [Abstract]  
Cash, Cash Equivalents and Investments
The following table sets forth the Company’s cash, cash equivalents, and marketable securities at March 31, 2024 and December 31, 2023:
(In thousands)March 31, 2024December 31, 2023
Cash and cash equivalents
Cash and money market$329,357 $530,100 
Cash equivalents18,130 75,278 
Total cash and cash equivalents347,487 605,378 
Marketable securities
Available-for-sale debt securities$302,020 $168,425 
Equity securities2,586 3,841 
Total marketable securities304,606 172,266 
Total cash, cash equivalents and marketable securities$652,093 $777,644 
Schedule of available-for-sale securities
Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at March 31, 2024, consisted of the following:
(In thousands)Amortized CostGains in Accumulated Other Comprehensive Income (Loss) (1)Losses in Accumulated Other Comprehensive Income (Loss) (1)Estimated Fair Value
Cash equivalents
U.S. government agency securities$18,132 $— $(2)$18,130 
Total cash equivalents18,132 — (2)18,130 
Marketable securities
Corporate bonds$141,211 $76 $(442)$140,845 
U.S. government agency securities81,779 24 (90)81,713 
Asset backed securities71,049 17 (316)70,750 
Commercial paper8,712 — — 8,712 
Total marketable securities302,751 117 (848)302,020 
Total available-for-sale securities$320,883 $117 $(850)$320,150 
______________
(1)There was no tax impact from the gains and losses in accumulated other comprehensive income (loss) (“AOCI”).
Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at December 31, 2023, consisted of the following:
(In thousands)Amortized CostGains in Accumulated Other Comprehensive Income (Loss) (1) Losses in Accumulated Other Comprehensive Income (Loss) (1)Estimated Fair Value
Cash equivalents
Commercial paper$72,243 $— $— $72,243 
U.S. government agency securities3,035 — — 3,035 
Total cash equivalents75,278 — — 75,278 
Marketable securities
U.S. government agency securities$56,594 $166 $(44)$56,716 
Corporate bonds55,712 175 (59)55,828 
Asset backed securities35,081 65 (249)34,897 
Commercial paper
20,984 — — 20,984 
Total marketable securities168,371 406 (352)168,425 
Total available-for-sale securities$243,649 $406 $(352)$243,703 
______________
(1)There was no tax impact from the gains and losses in AOCI.
Schedule of contractual maturities of available-for-sale investments
The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at March 31, 2024:
Due one year or lessDue after one year through five years
(In thousands)CostFair ValueCostFair Value
Cash equivalents
U.S. government agency securities$18,132 $18,130 $— $— 
Total cash equivalents18,132 18,130 — — 
Marketable securities
U.S. government agency securities$63,225 $63,170 $18,554 $18,543 
Corporate bonds30,241 30,195 110,970 110,650 
Commercial paper
8,712 8,712 — — 
Asset backed securities2,467 2,466 68,582 68,284 
Total marketable securities104,645 104,543 198,106 197,477 
Total available-for-sale securities$122,777 $122,673 $198,106 $197,477 
Schedule of gross unrealized losses and fair values of investments in an unrealized loss position
The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of March 31, 2024 aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position:
Less than one yearOne year or greaterTotal
(In thousands)Fair ValueGross Unrealized LossFair ValueGross Unrealized LossFair ValueGross Unrealized Loss
Cash equivalents
U.S. government agency securities$8,115 $(2)$— $— $8,115 $(2)
Total cash equivalents8,115 (2)— — 8,115 (2)
Marketable securities
Corporate bonds$109,000 $(434)$3,490 $(8)$112,490 $(442)
U.S. government agency securities64,100 (89)1,996 (1)66,096 (90)
Asset backed securities46,430 (145)8,042 (171)54,472 (316)
Total marketable securities219,530 (668)13,528 (180)233,058 (848)
Total available-for-sale securities$227,645 $(670)$13,528 $(180)$241,173 $(850)
v3.24.1.u1
INVENTORY (Tables)
 3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of inventory
Inventory consisted of the following:
(In thousands)March 31, 2024December 31, 2023
Raw materials$57,936 $58,593 
Semi-finished and finished goods70,598 68,882 
Total inventory$128,534 $127,475 
v3.24.1.u1
PROPERTY, PLANT AND EQUIPMENT (Tables)
 3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Schedule of property, plant and equipment, net
The carrying value and estimated useful lives of property, plant and equipment are as follows:
(In thousands)Estimated Useful LifeMarch 31, 2024December 31, 2023
Property, plant and equipment
Landn/a$4,716 $4,716 
Leasehold and building improvements(1)225,477 214,562 
Land improvements15 years6,747 6,729 
Buildings
30 - 40 years
290,777 290,777 
Computer equipment and computer software3 years171,148 168,131 
Machinery and equipment
3 - 10 years
303,469 290,294 
Furniture and fixtures
3 - 10 years
35,994 35,756 
Assets under constructionn/a109,887 104,592 
Property, plant and equipment, at cost1,148,215 1,115,557 
Accumulated depreciation(446,174)(417,203)
Property, plant and equipment, net$702,041 $698,354 
______________
(1)Lesser of remaining lease term, building life, or estimated useful life.
v3.24.1.u1
INTANGIBLE ASSETS AND GOODWILL (Tables)
 3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of net-book value and estimated remaining life and finite lived intangible assets
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of March 31, 2024:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated Amortization
Net Balance at March 31, 2024
Finite-lived intangible assets
Trade name11.4$104,000 $(29,715)$74,285 
Customer relationships6.84,000 (1,000)3,000 
Patents and licenses5.011,542 (9,961)1,581 
Acquired developed technology (1)7.0887,560 (349,570)537,990 
Total finite-lived intangible assets1,007,102 (390,246)616,856 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,257,102 $(390,246)$1,866,856 
The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2023:
(In thousands)Weighted Average Remaining Life (Years)CostAccumulated Amortization
Net balance at December 31, 2023
Finite-lived intangible assets
Trade name11.6$104,000 $(27,903)$76,097 
Customer relationships7.04,000 (889)3,111 
Patents and licenses4.511,542 (9,600)1,942 
Acquired developed technology (1)7.3887,789 (328,543)559,246 
Total finite-lived intangible assets1,007,331 (366,935)640,396 
In-process research and developmentn/a1,250,000 — 1,250,000 
Total intangible assets$2,257,331 $(366,935)$1,890,396 
______________
(1)The gross carrying amount includes an insignificant foreign currency translation adjustment related to the intangible asset acquired as a result of the acquisition of OmicEra Diagnostics GmbH (“OmicEra”).
Schedule of estimated future amortization expense, intangible assets
As of March 31, 2024 the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:
(In thousands)
2024 (remaining nine months)$69,598 
202591,860 
202690,800 
202790,800 
202890,800 
Thereafter182,998 
$616,856 
Schedule of carrying amount of goodwill
The change in the carrying amount of goodwill for the periods ended March 31, 2024 and December 31, 2023 is as follows:
(In thousands)
Balance, January 1, 2023
$2,346,040 
Resolution Bioscience acquisition
20,692 
Effects of changes in foreign currency exchange rates (1)388 
Balance, December 31, 2023
2,367,120 
Resolution Bioscience acquisition adjustment
205 
Effects of changes in foreign currency exchange rates (1)(273)
Balance March 31, 2024
$2,367,052 
______________
(1)Represents the impact of foreign currency translation related to the goodwill acquired as a result of the acquisition of OmicEra.
v3.24.1.u1
FAIR VALUE MEASUREMENTS (Tables)
 3 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of fair value measurements along with the level within the fair value hierarchy in which the fair value measurements fall
The following table presents the Company’s fair value measurements as of March 31, 2024 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.
(In thousands)Fair Value at March 31, 2024Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Cash, cash equivalents, and restricted cash
Cash and money market$329,357 $329,357 $— $— 
U.S. government agency securities18,130 — 18,130 — 
Restricted cash (1)
4,297 4,297 — — 
Marketable securities
Corporate bonds$140,845 $— $140,845 $— 
U.S. government agency securities81,713 — 81,713 — 
Asset backed securities70,750 — 70,750 — 
Commercial paper8,712 — 8,712 — 
Equity securities2,586 2,586 — — 
Non-marketable securities$6,560 $— $— $6,560 
Liabilities
Contingent consideration$(294,260)$— $— $(294,260)
Total$368,690 $336,240 $320,150 $(287,700)
The following table presents the Company’s fair value measurements as of December 31, 2023 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.
(In thousands)Fair Value at December 31, 2023Quoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)
Cash, cash equivalents and restricted cash
Cash and money market$530,100 $530,100 $— $— 
Commercial paper72,243 — 72,243 — 
Restricted cash (1)
4,297 4,297 — — 
U.S. government agency securities3,035 — 3,035 — 
Marketable securities
U.S. government agency securities$56,716 $— $56,716 $— 
Corporate bonds55,828 — 55,828 — 
Asset backed securities34,897 — 34,897 — 
Commercial paper20,984 — 20,984 — 
Equity securities3,841 3,841 — — 
Non-marketable securities$7,650 $— $— $7,650 
Liabilities
Contingent consideration$(288,657)$— $— $(288,657)
Total$500,934 $538,238 $243,703 $(281,007)
_________________________________
(1)Restricted cash primarily represents cash held by a third-party financial institution as part of a cash collateral agreement related to the Company’s credit card program. The restrictions will lapse upon the termination of the agreements or the removal of the cash collateral requirement by the third-parties.
Schedule of fair value of contingent consideration
The following table provides a reconciliation of the beginning and ending balances of contingent consideration:
(In thousands)Contingent Consideration
Beginning balance, January 1, 2024
$288,657 
Changes in fair value (1)5,603 
Ending balance, March 31, 2024
$294,260 
______________
(1)The change in fair value of the contingent consideration liability was a reduction of $8.9 million for the three months ended March 31, 2023, which is included in general and administrative expenses in the condensed consolidated statement of operations.
Securities Owned Not Readily Marketable
The Company has elected the fair value option under the income approach to measure certain Level 3 non-marketable securities. Gains and losses recorded on non-marketable securities are included in investment income, net in the condensed consolidated statement of operations. The following table provides a reconciliation of the beginning and ending balances of non-marketable securities valued using the fair value option:
(In thousands)Non-Marketable Securities
Beginning balance, January 1, 2024
$7,650 
Changes in fair value(1,090)
Ending balance, March 31, 2024
$6,560 
Other Investments Not Readily Marketable
Non-Marketable Equity Investments
Non-marketable equity securities without readily determinable fair values, which are classified as a component of other long-term assets, net, had the following cumulative upward and downward adjustments and aggregate carrying amounts:
(In thousands)
March 31, 2024March 31, 2023
Cumulative upward adjustments (1)
$5,100 $800 
Cumulative downward adjustments and impairments (2)
15,100 11,234 
Aggregate carrying value (3)
45,968 39,428 
_________________________________
(1)    There were no upward adjustments recorded on non-marketable equity securities held for the three months ended March 31, 2024 and 2023, respectively.
(2)    There were no downward adjustments and impairments recorded on non-marketable equity securities held for the three months ended March 31, 2024. Downward adjustments and impairments recorded on non-marketable equity securities held were $0.4 million for the three months ended March 31, 2023.
(3)    The aggregate carrying value of non-marketable equity securities was $46.0 million as of December 31, 2023.
v3.24.1.u1
CONVERTIBLE NOTES (Tables)
 3 Months Ended
Mar. 31, 2024
CONVERTIBLE NOTES [Abstract]  
Schedule of convertible note obligations included in the condensed consolidated balance sheets
Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of March 31, 2024:
Fair Value (1)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2030 Convertible Notes - 2.000%
$572,993 $(4,174)$568,819 $652,971 2
2028 Convertible Notes - 0.375%
949,042 (9,871)939,171 881,764 2
2027 Convertible Notes - 0.375%
563,822 (5,007)558,815 532,513 2
2025 Convertible Notes - 1.000% (2)
249,172 (362)248,810 278,437 2
Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of December 31, 2023:
Fair Value (1)
(In thousands)Principal AmountUnamortized Debt Discount and Issuance CostsNet Carrying AmountAmountLeveling
2030 Convertible Notes - 2.000%
$572,993 $(4,349)$568,644 $684,475 2
2028 Convertible Notes - 0.375%
949,042 (10,499)938,543 887,354 2
2027 Convertible Notes - 0.375%
563,822 (5,429)558,393 549,839 2
2025 Convertible Notes - 1.000%
249,172 (476)248,696 293,300 2
______________
(1)The fair values are based on observable market prices for this debt, which is traded in less active markets and therefore is classified as a Level 2 fair value measurement.
(2)The Company’s convertible notes due in 2025 (the “2025 Notes”) mature on January 15, 2025 and are included in convertible notes, net, current portion on the condensed consolidated balance sheet as of March 31, 2024. The 2025 Notes were included in convertible notes, net, less current portion as of December 31, 2023.
Schedule of allocation of transaction costs related to convertible debt The following table summarizes the original issuance costs at the time of issuance for each set of Notes:
(In thousands)
2030 Convertible Notes$4,938 
2028 Convertible Notes24,453 
2027 Convertible Notes14,285 
2025 Convertible Notes17,646 
Schedule of interest expense
Interest expense on the Notes includes the following:
Three Months Ended March 31,
(In thousands)20242023
Debt issuance costs amortization$1,315 $1,378 
Debt discount amortization25 31 
Gain on settlements of convertible notes— (10,324)
Coupon interest expense4,906 3,354 
Total interest expense (income) on convertible notes$6,246 $(5,561)
Schedule of effective interest rates related to convertible debt
The following table summarizes the effective interest rates of the Notes:
Three Months Ended March 31,
20242023
2030 Convertible Notes2.12 %2.12 %
2028 Convertible Notes0.64 %0.64 %
2027 Convertible Notes0.67 %0.67 %
2025 Convertible Notes1.18 %1.18 %
v3.24.1.u1
STOCKHOLDERS' EQUITY (Tables)
 3 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Schedule of amounts recognized in accumulated other comprehensive income (loss) (AOCI)
The amounts recognized in AOCI for the three months ended March 31, 2024 were as follows:
(In thousands)Cumulative Translation AdjustmentUnrealized Gain (Loss) on Securities (1)
AOCI
Balance at December 31, 2023$1,374 $54 $1,428 
Other comprehensive income (loss) before reclassifications
(1,140)(808)(1,948)
Amounts reclassified from accumulated other comprehensive income (loss)
— 21 21 
Net current period change in accumulated other comprehensive income (loss)
(1,140)(787)(1,927)
Balance at March 31, 2024$234 $(733)$(499)
______________
(1)There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2024.
The amounts recognized in AOCI for the three months ended March 31, 2023 were as follows:
(In thousands)Cumulative Translation AdjustmentUnrealized Gain (Loss) on Securities (1)
AOCI
Balance at December 31, 2022$53 $(5,289)$(5,236)
Other comprehensive loss before reclassifications550 2,289 2,839 
Amounts reclassified from accumulated other comprehensive income (loss)
— 678 678 
Net current period change in accumulated other comprehensive income (loss)
550 2,967 3,517 
Balance at March 31, 2023$603 $(2,322)$(1,719)
______________
(1)There was no tax impact from the amounts recognized in AOCI for the three months ended March 31, 2023.
Schedule of amounts reclassified from accumulated other comprehensive income (loss)
Amounts reclassified from AOCI for the three months ended March 31, 2024 and 2023 were as follows:
Affected Line Item in the
Statements of Operations		Three Months Ended March 31,
Details about AOCI Components (In thousands)20242023
Change in value of available-for-sale investments
Sales and maturities of available-for-sale investments
Investment income, net
$21 $678 
Total reclassifications$21 $678 
v3.24.1.u1
STOCK-BASED COMPENSATION (Tables)
 3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Summary of Stock Option Activity Under the Stock Plans
A summary of stock option activity under the Stock Plans is as follows:
Option SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual Term (Years)Aggregate Intrinsic Value (1)
(Aggregate intrinsic value in thousands)
Outstanding, January 1, 20241,286,173 $47.67 3.8
Exercised(133,097)16.03 
Forfeited(14,409)94.95 
Outstanding, March 31, 20241,138,667 $50.77 3.9$31,533 
Vested and expected to vest, March 31, 2024
1,138,667 $50.77 3.9$31,533 
Exercisable, March 31, 20241,138,667 $50.77 3.9$31,533 
______________
(1)The total intrinsic value of options exercised, net of shares withheld for taxes, during the three months ended March 31, 2024 and 2023 was $2.9 million and $4.8 million, respectively, determined as of the date of exercise.
Summary of Restricted Stock and Restricted Stock Unit Activity Under the Stock Plans
A summary of restricted stock and RSU activity during the three months ended March 31, 2024 is as follows:
Restricted SharesWeighted Average Grant Date Fair Value (1)
Outstanding, January 1, 20246,272,763 $73.39 
Granted3,673,677 57.64 
Released (2)(1,731,848)81.17 
Forfeited(179,074)63.48 
Outstanding, March 31, 20248,035,518 $64.60 
______________
(1)The weighted average grant date fair value of the RSUs granted during the three months ended March 31, 2023 was $60.25.
(2)The fair value of RSUs vested and converted to shares of the Company’s common stock was $140.2 million and $121.2 million during the three months ended March 31, 2024 and 2023, respectively.
Share-based Payment Arrangement, Performance Shares, Activity
A summary of PSU activity during the three months ended March 31, 2024 is as follows:
Performance Share Units (1)Weighted Average Grant Date Fair Value (2)
Outstanding, January 1, 20241,597,801 $92.73 
Granted854,749 63.13 
Released (3)(63,809)140.20 
Forfeited(182,714)134.17 
Outstanding, March 31, 20242,206,027 $76.46 
______________
(1)The PSUs listed above assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding PSUs as of March 31, 2024 was 1,097,448.
(2)The weighted average grant date fair value of the PSUs granted during the three months ended March 31, 2023 was $79.17.
(3)The fair value of PSUs vested and converted to shares of the Company’s common stock was $8.9 million and $1.0 million for the three months ended March 31, 2024 and 2023, respectively.
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES (Tables)
 3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Supplemental disclosure of cash flow information related to our operating leases
Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:
Three Months Ended March 31,
(In thousands)20242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$9,771$9,135
Operating cash flows from finance leases263170
Finance cash flows from finance leases1,336745
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities (1)$9,019$(3,833)
Right-of-use assets obtained in exchange for new finance lease liabilities9,006318
Weighted-average remaining lease term - operating leases (in years)7.107.18
Weighted-average remaining lease term - finance leases (in years)3.173.07
Weighted-average discount rate - operating leases6.58 %6.42 %
Weighted-average discount rate - finance leases6.87 %6.67 %
v3.24.1.u1
SEGMENT INFORMATION (Tables)
 3 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Revenue from external customers by geographic areas
The following table summarizes total revenue from customers by geographic region. Product revenues are attributed to countries based on ship-to location.
Three Months Ended March 31,
(In thousands)20242023
United States$592,991 $565,182 
Outside of United States44,533 37,268 
Total revenues$637,524 $602,450 
v3.24.1.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of the Numerator and Denominator Used to Calculate Basic EPS and Diluted EPS (Details) - $ / shares
shares in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]    
Weighted average common shares outstanding—basic (in shares) 182,350 178,574
Increase (decrease) in net loss per share (in usd per share) $ (0.60) $ (0.42)
v3.24.1.u1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Loss Per Share (Details) - shares
shares in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Common shares not included in the computation of diluted net loss per share    
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect 34,612 33,195
Shares issuable upon exercise of stock options    
Common shares not included in the computation of diluted net loss per share    
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect 1,139 1,416
Shares issuable upon the release of restricted stock awards    
Common shares not included in the computation of diluted net loss per share    
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect 8,036 6,877
Shares issuable upon the release of performance share units    
Common shares not included in the computation of diluted net loss per share    
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect 2,206 1,671
Shares issuable upon conversion of convertible notes    
Common shares not included in the computation of diluted net loss per share    
Potentially issuable common shares not included in the computation of diluted net loss per share because they would have an anti-dilutive effect 23,231 23,231
v3.24.1.u1
REVENUE - Schedule of Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Disaggregation of Revenue [Line Items]    
Revenue recognized $ 637,524 $ 602,450
Screening    
Disaggregation of Revenue [Line Items]    
Revenue recognized 474,798 443,195
Screening | Medicare Parts B & C    
Disaggregation of Revenue [Line Items]    
Revenue recognized 173,790 171,730
Screening | Commercial    
Disaggregation of Revenue [Line Items]    
Revenue recognized 254,143 233,033
Screening | Other    
Disaggregation of Revenue [Line Items]    
Revenue recognized 46,865 38,432
Precision Oncology    
Disaggregation of Revenue [Line Items]    
Revenue recognized 162,726 155,432
Precision Oncology | Medicare Parts B & C    
Disaggregation of Revenue [Line Items]    
Revenue recognized 48,050 47,381
Precision Oncology | Commercial    
Disaggregation of Revenue [Line Items]    
Revenue recognized 46,700 44,932
Precision Oncology | International    
Disaggregation of Revenue [Line Items]    
Revenue recognized 44,533 37,268
Precision Oncology | Other    
Disaggregation of Revenue [Line Items]    
Revenue recognized 23,443 25,851
COVID-19 Testing    
Disaggregation of Revenue [Line Items]    
Revenue recognized $ 0 $ 3,823
v3.24.1.u1
REVENUE - Narrative (Details)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Variable consideration    
Disaggregation of Revenue [Line Items]    
Contract with Customer, Liability, Cumulative Catch-up Adjustment to Revenue, Change in Estimate of Transaction Price as a Percentage of Revenue (1.00%) 2.00%
v3.24.1.u1
MARKETABLE SECURITIES - Schedule of Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Mar. 31, 2023
Marketable securities      
Cash and money market $ 329,357 $ 530,100  
Cash equivalents 18,130 75,278  
Total cash, cash equivalents and restricted cash 347,487 605,378 $ 421,365
Estimated Fair Value 320,150 243,703  
Equity securities 2,586 3,841  
Marketable securities 304,606 172,266  
Total cash, cash equivalents and marketable securities 652,093 777,644  
Marketable securities      
Marketable securities      
Estimated Fair Value 302,020 168,425  
Available-for-sale debt securities $ 302,020 $ 168,425  
v3.24.1.u1
MARKETABLE SECURITIES - Schedule of Available For Sale Securities (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Available-for-sale securities    
Amortized Cost $ 320,883 $ 243,649
Gains in Accumulated Other Comprehensive Income (Loss) 117 406
Losses in Accumulated Other Comprehensive Income (Loss) (850) (352)
Estimated Fair Value 320,150 243,703
Cash equivalents    
Available-for-sale securities    
Amortized Cost 18,132 75,278
Gains in Accumulated Other Comprehensive Income (Loss) 0 0
Losses in Accumulated Other Comprehensive Income (Loss) (2) 0
Estimated Fair Value 18,130 75,278
Marketable securities    
Available-for-sale securities    
Amortized Cost 302,751 168,371
Gains in Accumulated Other Comprehensive Income (Loss) 117 406
Losses in Accumulated Other Comprehensive Income (Loss) (848) (352)
Estimated Fair Value 302,020 168,425
Commercial paper | Cash equivalents    
Available-for-sale securities    
Amortized Cost   72,243
Gains in Accumulated Other Comprehensive Income (Loss)   0
Losses in Accumulated Other Comprehensive Income (Loss)   0
Estimated Fair Value   72,243
Commercial paper | Marketable securities    
Available-for-sale securities    
Amortized Cost 8,712 20,984
Gains in Accumulated Other Comprehensive Income (Loss) 0 0
Losses in Accumulated Other Comprehensive Income (Loss) 0 0
Estimated Fair Value 8,712 20,984
U.S. government agency securities | Cash equivalents    
Available-for-sale securities    
Amortized Cost 18,132 3,035
Gains in Accumulated Other Comprehensive Income (Loss) 0 0
Losses in Accumulated Other Comprehensive Income (Loss) (2) 0
Estimated Fair Value 18,130 3,035
U.S. government agency securities | Marketable securities    
Available-for-sale securities    
Amortized Cost 81,779 56,594
Gains in Accumulated Other Comprehensive Income (Loss) 24 166
Losses in Accumulated Other Comprehensive Income (Loss) (90) (44)
Estimated Fair Value 81,713 56,716
Corporate bonds | Marketable securities    
Available-for-sale securities    
Amortized Cost 141,211 55,712
Gains in Accumulated Other Comprehensive Income (Loss) 76 175
Losses in Accumulated Other Comprehensive Income (Loss) (442) (59)
Estimated Fair Value 140,845 55,828
Asset backed securities | Marketable securities    
Available-for-sale securities    
Amortized Cost 71,049 35,081
Gains in Accumulated Other Comprehensive Income (Loss) 17 65
Losses in Accumulated Other Comprehensive Income (Loss) (316) (249)
Estimated Fair Value $ 70,750 $ 34,897
v3.24.1.u1
MARKETABLE SECURITIES - Schedule of Underlying Maturities of AFS Securities (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Available-for-sale securities    
Due in one year or less, Cost $ 122,777  
Due in one year or less, Fair Value 122,673  
Due after one year through five years, Cost 198,106  
Due after one year through five years, Fair Value 197,477  
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss 320,883 $ 243,649
Gains in Accumulated Other Comprehensive Income (Loss) 117 406
Losses in Accumulated Other Comprehensive Income (Loss) (850) (352)
Estimated Fair Value 320,150 243,703
Cash equivalents    
Available-for-sale securities    
Due in one year or less, Cost 18,132  
Due in one year or less, Fair Value 18,130  
Due after one year through five years, Cost 0  
Due after one year through five years, Fair Value 0  
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss 18,132 75,278
Gains in Accumulated Other Comprehensive Income (Loss) 0 0
Losses in Accumulated Other Comprehensive Income (Loss) (2) 0
Estimated Fair Value 18,130 75,278
Cash equivalents | Commercial paper    
Available-for-sale securities    
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss   72,243
Gains in Accumulated Other Comprehensive Income (Loss)   0
Losses in Accumulated Other Comprehensive Income (Loss)   0
Estimated Fair Value   72,243
Cash equivalents | U.S. government agency securities    
Available-for-sale securities    
Due in one year or less, Cost 18,132  
Due in one year or less, Fair Value 18,130  
Due after one year through five years, Cost 0  
Due after one year through five years, Fair Value 0  
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss 18,132 3,035
Gains in Accumulated Other Comprehensive Income (Loss) 0 0
Losses in Accumulated Other Comprehensive Income (Loss) (2) 0
Estimated Fair Value 18,130 3,035
Marketable securities    
Available-for-sale securities    
Due in one year or less, Cost 104,645  
Due in one year or less, Fair Value 104,543  
Due after one year through five years, Cost 198,106  
Due after one year through five years, Fair Value 197,477  
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss 302,751 168,371
Gains in Accumulated Other Comprehensive Income (Loss) 117 406
Losses in Accumulated Other Comprehensive Income (Loss) (848) (352)
Estimated Fair Value 302,020 168,425
Marketable securities | Commercial paper    
Available-for-sale securities    
Due in one year or less, Cost 8,712  
Due in one year or less, Fair Value 8,712  
Due after one year through five years, Cost 0  
Due after one year through five years, Fair Value 0  
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss 8,712 20,984
Gains in Accumulated Other Comprehensive Income (Loss) 0 0
Losses in Accumulated Other Comprehensive Income (Loss) 0 0
Estimated Fair Value 8,712 20,984
Marketable securities | U.S. government agency securities    
Available-for-sale securities    
Due in one year or less, Cost 63,225  
Due in one year or less, Fair Value 63,170  
Due after one year through five years, Cost 18,554  
Due after one year through five years, Fair Value 18,543  
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss 81,779 56,594
Gains in Accumulated Other Comprehensive Income (Loss) 24 166
Losses in Accumulated Other Comprehensive Income (Loss) (90) (44)
Estimated Fair Value 81,713 56,716
Marketable securities | Corporate bonds    
Available-for-sale securities    
Due in one year or less, Cost 30,241  
Due in one year or less, Fair Value 30,195  
Due after one year through five years, Cost 110,970  
Due after one year through five years, Fair Value 110,650  
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss 141,211 55,712
Gains in Accumulated Other Comprehensive Income (Loss) 76 175
Losses in Accumulated Other Comprehensive Income (Loss) (442) (59)
Estimated Fair Value 140,845 55,828
Marketable securities | Asset backed securities    
Available-for-sale securities    
Due in one year or less, Cost 2,467  
Due in one year or less, Fair Value 2,466  
Due after one year through five years, Cost 68,582  
Due after one year through five years, Fair Value 68,284  
Debt Securities, Available-for-Sale, Amortized Cost, Excluding Accrued Interest, before Allowance for Credit Loss 71,049 35,081
Gains in Accumulated Other Comprehensive Income (Loss) 17 65
Losses in Accumulated Other Comprehensive Income (Loss) (316) (249)
Estimated Fair Value $ 70,750 $ 34,897
v3.24.1.u1
MARKETABLE SECURITIES - Schedule of Gross Unrealized Losses and Fair Values of Investments in an Unrealized Loss Position (Details)
$ in Thousands
Mar. 31, 2024
USD ($)
Marketable securities  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months $ 227,645
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (670)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 13,528
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss (180)
Total fair value of available-for-sale securities in a continuous unrealized loss position 241,173
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (850)
Marketable securities  
Marketable securities  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 219,530
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (668)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 13,528
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss (180)
Total fair value of available-for-sale securities in a continuous unrealized loss position 233,058
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (848)
Cash equivalents  
Marketable securities  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 8,115
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (2)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 8,115
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (2)
Corporate bonds | Marketable securities  
Marketable securities  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 109,000
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (434)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 3,490
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss (8)
Total fair value of available-for-sale securities in a continuous unrealized loss position 112,490
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (442)
Asset backed securities | Marketable securities  
Marketable securities  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 46,430
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (145)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 8,042
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss (171)
Total fair value of available-for-sale securities in a continuous unrealized loss position 54,472
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (316)
U.S. government agency securities | Marketable securities  
Marketable securities  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 64,100
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (89)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 1,996
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss (1)
Total fair value of available-for-sale securities in a continuous unrealized loss position 66,096
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position (90)
U.S. government agency securities | Cash equivalents  
Marketable securities  
Total fair value of available-for-sale securities in a continuous unrealized loss position for less than twelve months 8,115
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position for less than twelve months (2)
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer 0
Debt securities, available-for-sale, continuous unrealized loss position, 12 months of longer, accumulated loss 0
Total fair value of available-for-sale securities in a continuous unrealized loss position 8,115
Total gross unrealized losses of available-for-sale securities in a continuous unrealized loss position $ (2)
v3.24.1.u1
INVENTORY (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 57,936 $ 58,593
Semi-finished and finished goods 70,598 68,882
Total inventory $ 128,534 $ 127,475
v3.24.1.u1
PROPERTY, PLANT AND EQUIPMENT - Schedule of Estimated Useful Lives (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Property, plant and equipment    
Property, plant and equipment, at cost $ 1,148,215 $ 1,115,557
Accumulated depreciation (446,174) (417,203)
Property, plant and equipment, net 702,041 698,354
Land    
Property, plant and equipment    
Property, plant and equipment, at cost 4,716 4,716
Leasehold and building improvements    
Property, plant and equipment    
Property, plant and equipment, at cost $ 225,477 214,562
Land improvements    
Property, plant and equipment    
Estimated Useful Life 15 years  
Property, plant and equipment, at cost $ 6,747 6,729
Buildings    
Property, plant and equipment    
Property, plant and equipment, at cost $ 290,777 290,777
Computer equipment and computer software    
Property, plant and equipment    
Estimated Useful Life 3 years  
Property, plant and equipment, at cost $ 171,148 168,131
Machinery and equipment    
Property, plant and equipment    
Property, plant and equipment, at cost 303,469 290,294
Furniture and fixtures    
Property, plant and equipment    
Property, plant and equipment, at cost 35,994 35,756
Assets under construction    
Property, plant and equipment    
Property, plant and equipment, at cost $ 109,887 $ 104,592
Minimum | Buildings    
Property, plant and equipment    
Estimated Useful Life 30 years  
Minimum | Machinery and equipment    
Property, plant and equipment    
Estimated Useful Life 3 years  
Minimum | Furniture and fixtures    
Property, plant and equipment    
Estimated Useful Life 3 years  
Maximum | Buildings    
Property, plant and equipment    
Estimated Useful Life 40 years  
Maximum | Machinery and equipment    
Property, plant and equipment    
Estimated Useful Life 10 years  
Maximum | Furniture and fixtures    
Property, plant and equipment    
Estimated Useful Life 10 years  
v3.24.1.u1
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Property, plant and equipment    
Depreciation $ 30,632 $ 26,815
Assets under construction 109,900  
Buildings    
Property, plant and equipment    
Assets under construction 5,200  
Machinery and equipment    
Property, plant and equipment    
Assets under construction 56,000  
Leasehold and building improvements    
Property, plant and equipment    
Assets under construction 8,100  
Computer software    
Property, plant and equipment    
Assets under construction $ 40,500  
v3.24.1.u1
INTANGIBLE ASSETS AND GOODWILL - Schedule of Finite Lived Intangible Assets Net Balances and Weighted Average Useful Lives (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Cost $ 1,007,102 $ 1,007,331
Accumulated Amortization (390,246) (366,935)
Intangibles, net 616,856 640,396
In-process research and development 1,250,000 1,250,000
Finite-lived and indefinite-lived intangible assets, gross 2,257,102 2,257,331
Finite-lived and indefinite-lived intangible assets, net $ 1,866,856 $ 1,890,396
Trade name    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 11 years 4 months 24 days 11 years 7 months 6 days
Cost $ 104,000 $ 104,000
Accumulated Amortization (29,715) (27,903)
Intangibles, net $ 74,285 $ 76,097
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 6 years 9 months 18 days 7 years
Cost $ 4,000 $ 4,000
Accumulated Amortization (1,000) (889)
Intangibles, net $ 3,000 $ 3,111
Patents and licenses    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 5 years 4 years 6 months
Cost $ 11,542 $ 11,542
Accumulated Amortization (9,961) (9,600)
Intangibles, net $ 1,581 $ 1,942
Developed Technology Rights    
Finite-Lived Intangible Assets [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 7 years 7 years 3 months 18 days
Cost $ 887,560 $ 887,789
Accumulated Amortization (349,570) (328,543)
Intangibles, net $ 537,990 $ 559,246
v3.24.1.u1
INTANGIBLE ASSETS AND GOODWILL - Schedule of Future Amortization Expense (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2024 $ 69,598  
2025 91,860  
2026 90,800  
2027 90,800  
2028 90,800  
Thereafter 182,998  
Intangibles, net $ 616,856 $ 640,396
v3.24.1.u1
INTANGIBLE ASSETS AND GOODWILL - Schedule of Changes in Goodwill (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Mar. 31, 2024
Dec. 31, 2023
Recognized Goodwill    
Beginning balance $ 2,367,120 $ 2,346,040
Goodwill, foreign currency translation gain (loss) (273) 388
Ending balance 2,367,052 2,367,120
Resolution Bioscience    
Recognized Goodwill    
Resolution Bioscience acquisition   $ 20,692
Goodwill, Purchase Accounting Adjustments $ 205  
v3.24.1.u1
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]      
Gross value of intangible asset $ 1,007,102,000   $ 1,007,331,000
Finite-lived intangible assets, accumulated amortization 390,246,000   366,935,000
Intangibles, net 616,856,000   640,396,000
Impairment losses 0 $ 0  
Developed Technology Rights      
Finite-Lived Intangible Assets [Line Items]      
Gross value of intangible asset 887,560,000   887,789,000
Finite-lived intangible assets, accumulated amortization 349,570,000   328,543,000
Intangibles, net $ 537,990,000   $ 559,246,000
v3.24.1.u1
FAIR VALUE MEASUREMENTS - Schedule of Fair Value (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Fair value measurements    
Equity securities $ 2,586 $ 3,841
Non-marketable securities 6,560 7,650
Contingent consideration 294,260 288,657
Contingent consideration (21,700)  
Fair Value, Recurring    
Fair value measurements    
Restricted cash (1) 4,297 4,297
Equity securities 2,586 3,841
Non-marketable securities 6,560 7,650
Contingent consideration   288,657
Contingent consideration (294,260)  
Total 368,690 500,934
Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Estimated Fair Value 140,845 55,828
Fair Value, Recurring | Commercial paper    
Fair value measurements    
Estimated Fair Value 8,712 20,984
Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 81,713 56,716
Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 70,750 34,897
Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash and cash equivalents, fair value 329,357 530,100
Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash and cash equivalents, fair value 18,130 3,035
Fair Value, Recurring | Commercial paper    
Fair value measurements    
Cash and cash equivalents, fair value   72,243
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring    
Fair value measurements    
Restricted cash (1) 4,297 4,297
Equity securities 2,586 3,841
Non-marketable securities 0 0
Contingent consideration   0
Contingent consideration 0  
Total 336,240 538,238
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Estimated Fair Value 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Estimated Fair Value 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash and cash equivalents, fair value 329,357 530,100
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash and cash equivalents, fair value 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Cash and cash equivalents, fair value   0
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring    
Fair value measurements    
Restricted cash (1) 0 0
Equity securities 0 0
Non-marketable securities 0 0
Contingent consideration   0
Contingent consideration 0  
Total 320,150 243,703
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Estimated Fair Value 140,845 55,828
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Estimated Fair Value 8,712 20,984
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 81,713 56,716
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 70,750 34,897
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash and cash equivalents, fair value 0 0
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash and cash equivalents, fair value 18,130 3,035
Significant Other Observable Inputs (Level 2) | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Cash and cash equivalents, fair value   72,243
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring    
Fair value measurements    
Restricted cash (1) 0 0
Equity securities 0 0
Non-marketable securities 6,560 7,650
Contingent consideration   288,657
Contingent consideration (294,260)  
Total (287,700) (281,007)
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Corporate bonds    
Fair value measurements    
Estimated Fair Value 0 0
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Estimated Fair Value 0 0
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Estimated Fair Value 0 0
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Asset backed securities    
Fair value measurements    
Estimated Fair Value 0 0
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Cash and money market    
Fair value measurements    
Cash and cash equivalents, fair value 0 0
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | U.S. government agency securities    
Fair value measurements    
Cash and cash equivalents, fair value $ 0 0
Significant Unobservable Inputs (Level 3) | Fair Value, Recurring | Commercial paper    
Fair value measurements    
Cash and cash equivalents, fair value   $ 0
v3.24.1.u1
FAIR VALUE MEASUREMENTS - Fair Value of Contingent Consideration (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Fair Value Disclosures [Abstract]    
Beginning balance $ 288,657  
Ending balance 294,260  
Change in amount of contingent consideration liability $ 5,603 $ (8,937)
v3.24.1.u1
FAIR VALUE MEASUREMENTS - Schedule of Non-marketable Equity Investments (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Fair Value Disclosures [Abstract]      
Non-marketable securities $ 6,560   $ 7,650
Changes in fair value (1,090)    
Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Cumulative Amount 5,100 $ 800  
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Cumulative Amount 15,100 11,234  
Other Investment Not Readily Marketable, Fair Value 45,968 39,428  
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount 0 400  
Equity Securities without Readily Determinable Fair Value, Upward Price Adjustment, Annual Amount $ 0 $ 0  
v3.24.1.u1
FAIR VALUE MEASUREMENTS - Narrative (Details)
 3 Months Ended
Mar. 31, 2024
USD ($)
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Contingent consideration $ 294,260,000   $ 288,657,000
Business Combination, Contingent Consideration, Liability, Current 21,700,000    
Business Combination, Contingent Consideration, Liability, Noncurrent 272,600,000    
Equity Securities without Readily Determinable Fair Value, Downward Price Adjustment, Annual Amount 0 $ 400,000  
Venture capital investment fund      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Investment owned, at fair value 5,400,000   $ 5,200,000
Committed capital 18,000,000    
Committed capital callable $ 12,400,000    
Product development and other milestone-based payments | Weighted average | Measurement Input, Probability of Success      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Contingent consideration liability, measurement input 0.90   0.89
Product development and other milestone-based payments | Weighted average | Measurement Input, Present-value Factor      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Contingent consideration liability, measurement input 0.060   0.058
Foreign exchange forward      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Derivative, notional amount $ 46,200,000   $ 39,500,000
Derivative, fair value 0   0
Gain (Loss) on derivative instruments, net, pretax 0 $ 0  
Thrive, Ashion and OmicEra | Fair value      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Contingent consideration $ 294,300,000   $ 288,700,000
v3.24.1.u1
LONG-TERM DEBT - Narrative (Details) - USD ($)
 1 Months Ended
Jan. 31, 2023
Dec. 31, 2021
Nov. 30, 2021
Mar. 31, 2024
Dec. 31, 2023
Jun. 29, 2022
Long-term debt            
Financing receivable, amount elected to collateralize       $ 50,000,000    
Securitized receivables            
Long-term debt            
Maximum borrowing capacity           $ 150,000,000
Line of credit facility, current borrowing capacity       $ 123,700,000    
Line of credit facility, interest rate at period end       6.87%    
Long-Term Debt, Excluding Current Maturities       $ 50,000,000    
Securitized receivables | Minimum            
Long-term debt            
Long-Term Debt, Excluding Current Maturities           $ 50,000,000
Revolving loan agreement | Revolving loan agreement | Line of credit            
Long-term debt            
Maximum borrowing capacity     $ 150,000,000      
Minimum market value covenant     150,000,000      
Maximum outstanding cash advances threshold     $ 20,000,000      
Variable rate     0.60%      
Remaining borrowing capacity       $ 145,600,000 $ 145,600,000  
City letter of credit | Revolving loan agreement | Line of credit            
Long-term debt            
Proceeds from lines of credit $ 1,500,000 $ 2,900,000        
v3.24.1.u1
CONVERTIBLE NOTES - Schedule of Convertible Notes (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
2027 Convertible Notes    
Long-term debt    
Coupon interest rate 0.375% 0.375%
Principal Amount $ 949,042 $ 949,042
Unamortized Debt Discount and Issuance Costs (9,871) (10,499)
Net Carrying Amount 939,171 938,543
2027 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value    
Long-term debt    
Amount $ 881,764 $ 887,354
2028 Convertible Notes    
Long-term debt    
Coupon interest rate 0.375% 0.375%
Principal Amount $ 563,822 $ 563,822
Unamortized Debt Discount and Issuance Costs (5,007) (5,429)
Net Carrying Amount 558,815 558,393
2028 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value    
Long-term debt    
Amount $ 532,513 $ 549,839
2030 Convertible Notes    
Long-term debt    
Coupon interest rate 1.00% 1.00%
Principal Amount $ 249,172 $ 249,172
Unamortized Debt Discount and Issuance Costs (362) (476)
Net Carrying Amount 248,810 248,696
2030 Convertible Notes | Significant Other Observable Inputs (Level 2) | Fair value    
Long-term debt    
Amount $ 278,437 $ 293,300
Convertible Notes Payable2030    
Long-term debt    
Coupon interest rate 2.00% 2.00%
Principal Amount $ 572,993 $ 572,993
Unamortized Debt Discount and Issuance Costs (4,174) (4,349)
Net Carrying Amount 568,819 568,644
Convertible Notes Payable2030 | Significant Other Observable Inputs (Level 2) | Fair value    
Long-term debt    
Amount $ 652,971 $ 684,475
v3.24.1.u1
CONVERTIBLE NOTES - Narrative (Details)
$ / shares in Units, $ in Thousands, shares in Millions
 1 Months Ended 3 Months Ended
Mar. 31, 2023
USD ($)
Mar. 31, 2024
USD ($)
$ / shares
shares
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Mar. 06, 2023
USD ($)
Mar. 01, 2023
USD ($)
Long-term debt            
Principal amount, convertible note   $ 1        
Repurchase price, as percentage of principal amount, if company undergoes change of control   100        
Market price (in dollars per share) | $ / shares   $ 69.06        
Proceeds from issuance of convertible notes   $ 0 $ 137,976      
Gain (Loss) on Extinguishment of Debt $ 17,700          
Other Investment Not Readily Marketable, Fair Value 39,428 $ 45,968 $ 39,428      
Significant Unobservable Inputs (Level 3) | Fair value, nonrecurring            
Long-term debt            
Other Investment Not Readily Marketable, Fair Value       $ 46,000    
2030 Convertible Notes            
Long-term debt            
Gain (Loss) on Extinguishment of Debt 7,400          
2030 Convertible Notes            
Long-term debt            
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares)   13.26        
Conversion price (in dollars per share) | $ / shares   $ 75.43        
Potential shares issued from convertible instrument (in shares) | shares   3.3        
Effective interest rate (as a percent)   1.18% 1.18%      
Amount of debt extinguished 65,800          
Interest expense amortization term   9 months 14 days        
Convertible Notes Payable2027            
Long-term debt            
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares)   8.96        
Conversion price (in dollars per share) | $ / shares   $ 111.66        
Potential shares issued from convertible instrument (in shares) | shares   5.0        
Effective interest rate (as a percent)   0.67% 0.67%      
Amount of debt extinguished 183,700          
Interest expense amortization term   2 years 11 months 15 days        
2027 Convertible Notes            
Long-term debt            
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares)   8.21        
Conversion price (in dollars per share) | $ / shares   $ 121.84        
Potential shares issued from convertible instrument (in shares) | shares   7.8        
Effective interest rate (as a percent)   0.64% 0.64%      
Amount of debt extinguished 201,000          
Interest expense amortization term   3 years 11 months 1 day        
Convertible Notes Payable2030            
Long-term debt            
Conversion rate, number of shares to be issued per $1,000 of principal amount (in shares)   12.37        
Conversion price (in dollars per share) | $ / shares   $ 80.83        
Potential shares issued from convertible instrument (in shares) | shares   7.1        
Effective interest rate (as a percent)   2.12% 2.12%      
Face amount           $ 500,000
Proceeds from issuance of convertible notes 138,000          
Proceeds from Debt, Net of Issuance Costs $ 133,000          
Interest expense amortization term   5 years 11 months 1 day        
Convertible Notes Payable2030 | 2030 Convertible Notes            
Long-term debt            
Face amount         $ 73,000  
v3.24.1.u1
CONVERTIBLE NOTES - Schedule of Transaction Costs (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
Convertible Notes Payable2027  
Long-term debt  
Total transaction costs $ 14,285
Convertible Notes Payable2028  
Long-term debt  
Total transaction costs 24,453
Convertible Notes Payable2030  
Long-term debt  
Total transaction costs 4,938
2030 Convertible Notes  
Long-term debt  
Total transaction costs $ 17,646
v3.24.1.u1
CONVERTIBLE NOTES - Summary of Interest Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Debt Disclosure [Abstract]    
Debt issuance costs amortization $ 1,315 $ 1,378
Debt discount amortization 25 31
Gain on settlements of convertible notes, net 0 (10,324)
Coupon interest expense 4,906 3,354
Total interest expense (income) on convertible notes $ 6,246 $ (5,561)
v3.24.1.u1
CONVERTIBLE NOTES - Schedule of Effective Interest Rates Related to Convertible Debt (Details)
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
2030 Convertible Notes    
Schedule of Convertible notes [Line Items]    
Effective interest rate (as a percent) 1.18% 1.18%
2028 Convertible Notes    
Schedule of Convertible notes [Line Items]    
Effective interest rate (as a percent) 0.67% 0.67%
2027 Convertible Notes    
Schedule of Convertible notes [Line Items]    
Effective interest rate (as a percent) 0.64% 0.64%
Convertible Notes Payable2030    
Schedule of Convertible notes [Line Items]    
Effective interest rate (as a percent) 2.12% 2.12%
v3.24.1.u1
LICENSE AND COLLABORATION AGREEMENTS - Mayo (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Oct. 31, 2017
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Research and development expense $ 110,608 $ 95,419  
Licensing agreements | Mayo      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]      
Period patent remains in effect 5 years    
Collaborative Arrangements Amount Agreed to Pay upon Achievement of Sale Milestones     $ 3,000
v3.24.1.u1
LICENSE AND COLLABORATION AGREEMENTS - John Hopkins University (Details) - Licensing agreements - USD ($)
$ in Millions
Jun. 30, 2023
Jan. 05, 2021
Resolution Bioscience acquisition    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Sales-based Milestone Payments   $ 45.0
Sales milestone range one | The Broad Institute, LLC    
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]    
Collaborative arrangement sales milestone amount $ 500.0  
v3.24.1.u1
LICENSE AND COLLABORATION AGREEMENTS - The Broad Institute (Details)
$ in Thousands
Jun. 30, 2023
USD ($)
Product development and other milestone-based payments | The Broad Institute, LLC | Licensing agreements  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Collaborative Arrangements Development Milestone Amount $ 6,500
v3.24.1.u1
LICENSE AND COLLABORATION AGREEMENTS - Translational Genomics Research Institute (Details)
$ in Millions
Jan. 11, 2021
USD ($)
TARDIS Technology  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Sales-based Milestone Payments $ 45.0
v3.24.1.u1
LICENSE AND COLLABORATION AGREEMENTS - Watchmaker Genomics (Details)
$ in Millions
Jul. 31, 2023
USD ($)
Watchmaker Genomics, Inc | Licensing agreements  
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]  
Collaboration arrangement, milestones to be paid $ 82.0
v3.24.1.u1
STOCKHOLDERS' EQUITY - Schedule of OCI (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance $ 3,145,305 $ 3,043,162
Other comprehensive loss before reclassifications (1,948) 2,839
Amounts reclassified from accumulated other comprehensive income (loss) 21 678
Net current period change in accumulated other comprehensive income (loss) (1,927) 3,517
Ending balance 3,132,618 3,057,708
Cumulative Translation Adjustment    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance 1,374 53
Other comprehensive loss before reclassifications (1,140) 550
Amounts reclassified from accumulated other comprehensive income (loss) 0 0
Net current period change in accumulated other comprehensive income (loss) (1,140) 550
Ending balance 234 603
Unrealized Gain (Loss) on Marketable Securities    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance 54 (5,289)
Other comprehensive loss before reclassifications (808) 2,289
Amounts reclassified from accumulated other comprehensive income (loss) 21 678
Net current period change in accumulated other comprehensive income (loss) (787) 2,967
Ending balance (733) (2,322)
AOCI    
AOCI Attributable to Parent, Net of Tax [Roll Forward]    
Beginning balance 1,428 (5,236)
Ending balance $ (499) $ (1,719)
v3.24.1.u1
STOCKHOLDERS' EQUITY - Schedule of Amounts Reclassified from AOCI (Details) - Reclassification out of accumulated other comprehensive income - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Changes in Accumulated Other Comprehensive Income (Loss)    
Total reclassifications $ 21 $ 678
Unrealized Gain (Loss) on Marketable Securities    
Changes in Accumulated Other Comprehensive Income (Loss)    
Investment income, net $ 21 $ 678
v3.24.1.u1
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Stock-based compensation    
Stock-based compensation expense $ 60,370 $ 49,139
Stock plans    
Stock-based compensation    
Unrecognized compensation cost $ 520,800  
Weighted average period for recognition of cost 2 years 9 months 18 days  
v3.24.1.u1
STOCK-BASED COMPENSATION - Fair Value and Activity (Details) - Stock plans - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Dec. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Shares      
Outstanding at the beginning of the period (in shares)   1,286,173  
Exercised (in shares)   (133,097)  
Forfeited (in shares)   (14,409)  
Outstanding at the end of the period (in shares) 1,286,173 1,138,667  
Vested and expected to vest at end of period (in shares)   1,138,667  
Exercisable at the end of the period (in shares)   1,138,667  
Weighted Average Exercise Price      
Outstanding at the beginning of the period (in dollars per share)   $ 47.67  
Exercised (in dollars per share)   16.03  
Forfeited (in dollars per share)   94.95  
Outstanding at the end of the period (in dollars per share) $ 47.67 50.77  
Vested and expected to vest at end of period (in dollars per share)   50.77  
Exercisable at the end of the period (in dollars per share)   $ 50.77  
Weighted Average Remaining Contractual Term      
Outstanding 3 years 9 months 18 days 3 years 10 months 24 days  
Vested and expected to vest at end of period   3 years 10 months 24 days  
Exercisable at the end of the period   3 years 10 months 24 days  
Aggregate Intrinsic Value      
Outstanding at the end of the period   $ 31,533  
Vested and expected to vest at end of period   31,533  
Exercisable at the end of the period   31,533  
Total intrinsic value of options exercised   $ 2,900 $ 4,800
v3.24.1.u1
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Restricted Shares and RSUs    
Restricted Shares    
Outstanding at the beginning of the period (in shares) 6,272,763  
Granted (in shares) 3,673,677  
Released (in shares) (1,731,848)  
Forfeited (in shares) (179,074)  
Outstanding at the end of the period (in shares) 8,035,518  
Weighted Average Exercise Price    
Outstanding at the beginning of the period (in dollars per share) $ 73.39  
Granted (in dollars per share) 57.64  
Released (in dollars per share) 81.17  
Forfeited (in dollars per share) 63.48  
Outstanding at the end of the period (in dollars per share) $ 64.60  
Fair value of equity instruments other than options vested in period $ 140.2 $ 121.2
Restricted stock units    
Weighted Average Exercise Price    
Granted (in dollars per share)   $ 60.25
v3.24.1.u1
STOCK-BASED COMPENSATION - Share-based Payment Arrangement, Performance Shares, Activity (Details) - Shares issuable upon the release of performance share units - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Stock-based compensation      
Outstanding (in shares) 2,206,027   1,597,801
Outstanding (in dollars per share) $ 76.46   $ 92.73
Granted (in shares) 854,749    
Granted (in dollars per share) $ 63.13 $ 79.17  
Released (in shares) (63,809)    
Released (in dollars per share) $ 140.20    
Forfeited (in shares) (182,714)    
Forfeited (in dollars per share) $ 134.17    
Number of outstanding performance share units (in shares) 1,097,448    
Fair value of equity instruments other than options vested in period $ 8.9 $ 1.0  
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES - Supplemental Disclosure of Cash Flow Information (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 9,771 $ 9,135
Operating cash flows from finance leases 263 170
Finance cash flows from finance leases 1,336 745
Non-cash investing and financing activities:    
Right-of-use assets obtained in exchange for new operating lease liabilities (9,019) (3,833)
Right-of-use assets obtained in exchange for new finance lease liabilities $ 9,006 $ 318
Weighted-average remaining lease term - operating leases (in years) 7 years 1 month 6 days 7 years 2 months 4 days
Weighted-average remaining lease term - finance leases (in years) 3 years 2 months 1 day 3 years 25 days
Weighted-average discount rate - operating leases 6.58% 6.42%
Weighted-average discount rate - finance leases 6.87% 6.67%
Operating Lease, Right-of-Use Asset Modification   $ 6,200
v3.24.1.u1
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Lessee, Lease, Description [Line Items]    
Operating lease right-of-use assets $ 142,017 $ 143,708
Additional amount to be recognized at lease commencement for the lease liability 189,600 190,400
Operating lease liability, current 27,225 29,379
Operating lease liability, noncurrent 162,405 161,070
Finance lease, right-of-use asset $ 18,600 11,300
Finance lease, right-of-use asset, statement of financial position, extensible list Other long-term assets, net  
Finance lease liability $ 19,500 11,900
Finance lease liability, current $ 6,400 $ 4,400
Finance lease, liability, current, statement of financial position, extensible list Other current liabilities Other current liabilities
Finance lease liability, noncurrent $ 13,100 $ 7,500
Finance lease, liability, noncurrent, statement of financial position, extensible list Other long-term liabilities Other long-term liabilities
v3.24.1.u1
WISCONSIN ECONOMIC DEVELOPMENT TAX CREDITS (Details) - Amended wisconsin economic development tax credit agreement
$ in Millions
 1 Months Ended
Dec. 31, 2021
USD ($)
position
Mar. 31, 2024
USD ($)
Agreements    
Capital investment expenditures over specified period, requirement to earn the refundable tax credits $ 350.0  
Full-time positions that must be created over a specified time period to earn the refundable tax credits | position 1,300  
Period over which the capital investment expenditures must be incurred and the creation of full-time positions must be completed 5 years  
Refundable tax credits earned $ 18.5 $ 11.0
Credit earning rate 10.00%  
Maximum credits available to earn $ 7.0  
Refundable tax credit receivable   5.5
Prepaid expenses and other current assets    
Agreements    
Refundable tax credit receivable   4.2
Other long-term assets    
Agreements    
Refundable tax credit receivable   $ 1.3
v3.24.1.u1
ACQUISITIONS AND DIVESTITURES - Narrative (Details) - USD ($)
$ in Millions
Mar. 31, 2024
Dec. 31, 2023
Business Acquisition [Line Items]    
Contract asset $ 41.4 $ 41.7
Contract with Customer, Receivable, after Allowance for Credit Loss $ 31.6 $ 31.6
Developed Technology Rights    
Business Acquisition [Line Items]    
Weighted-average remaining useful life of finite-lived intangible asset (in years) 7 years 7 years 3 months 18 days
v3.24.1.u1
ACQUISITIONS AND DIVESTITURES - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Business Acquisition [Line Items]      
Goodwill $ 2,367,052 $ 2,367,120 $ 2,346,040
v3.24.1.u1
SEGMENT INFORMATION (Details)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
USD ($)
segment
Mar. 31, 2023
USD ($)
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue $ 637,524 $ 602,450
Number of operating segments | segment 1  
United States    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue $ 592,991 565,182
Outside of United States    
Segment Reporting, Revenue Reconciling Item [Line Items]    
Revenue $ 44,533 $ 37,268
v3.24.1.u1
INCOME TAXES (Details) - USD ($)
$ in Thousands
 3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Income Tax Disclosure [Abstract]      
Tax expense (benefit) $ 1,806 $ 1,657  
Deferred tax liabilities, net 18,200   $ 17,300
Unrecognized tax benefits $ 38,200   $ 36,400
v3.24.1.u1
SUBSEQUENT EVENTS (Details) - USD ($)
$ in Thousands
 1 Months Ended 3 Months Ended
Apr. 30, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
May 01, 2024
Apr. 17, 2024
Dec. 31, 2023
Subsequent Event [Line Items]              
Proceeds from issuance of convertible notes     $ 0 $ 137,976      
Convertible Notes Payable2028              
Subsequent Event [Line Items]              
Amount of debt extinguished   $ 201,000          
Interest rate (as a percent)     0.375%       0.375%
Subsequent event              
Subsequent Event [Line Items]              
Contract Termination Fee Annual Installments         $ 9,200    
Contract termination fee         $ 27,600    
Subsequent event | Convertible Notes Payable2031              
Subsequent Event [Line Items]              
Face amount           $ 620,700  
Proceeds from issuance of convertible notes $ 266,800            
Proceeds from Debt, Net of Issuance Costs 259,800            
Interest rate (as a percent)           1.75%  
Subsequent event | Convertible Notes Payable2028              
Subsequent Event [Line Items]              
Amount of debt extinguished $ 359,700            
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