ILMN · Illumina

446 filings

ILMN SEC Filings

Illumina - 446 total filings

Filing record · 2016–202610-K1110-Q338-K167

Showing 1–50 of 446 filings

Illumina Quarterly Report for Q3 Ended Sep 27, 2026

Illumina, Inc. reported third-quarter 2026 revenue of $1,129 million, up from $1,084 million in Q3 2025, and net income of $220 million, up from $150 million. Income from operations rose to $305 million from $227 million. Results were helped by a net benefit of $42 million from IEEPA tariff refunds recognized in Q3 2026, comprising a $79 million reduction to cost of revenue offset by $37 million of revenue reduction for amounts to be credited to customers. Gross margin was 73.5% in Q3 2026 versus 67.6% in Q3 2025. For the nine months ended September 27, 2026, revenue was $3,380 million and net income was $561 million, with diluted EPS of $3.65. The company completed the acquisition of SomaLogic and other specified assets from Standard BioTools on January 30, 2026, for a total purchase price of $460 million, including $382 million in cash. Term debt was reshaped during the period: $500 million of 2026 notes were repaid, and $300 million of 4.950% notes due 2029 were issued in August 2026 with net proceeds of $297 million. Illumina also entered a $1 billion five-year revolving credit facility in August 2026 and, after the quarter end, on October 8, 2026, established a $1 billion commercial paper program. Cash and cash equivalents were $1,289 million at September 27, 2026, and total term debt carrying amount was $1,789 million. The filing also details ongoing litigation, including shareholder derivative suits and securities class actions tied to the GRAIL acquisition. A state securities class action was certified in May 2026, and trial is scheduled for March 20, 2028. The federal securities action was dismissed with leave to amend on September 30, 2026, and a Fourth Amended Complaint was filed on October 21, 2026. The company states it denies the allegations and intends to vigorously defend against them.

Oct 30, 2026 8-K

Illumina 8-K Report, Financial Results (Oct 29, 2026)

Illumina, Inc. reported third quarter 2026 results for the quarter ended September 27, 2026, in a press release furnished as Exhibit 99.1 to this Form 8-K. Reported revenue was $1.13 billion, up 4.2% from Q3 2025, and revenue excluding tariff refunds was $1.17 billion, up 4.7% on the company's ROW1 organic revenue growth basis. GAAP operating margin was 27.0% and GAAP diluted EPS was $1.43, compared with 21.0% and $0.98 in the prior-year quarter. Non-GAAP operating margin excluding tariff refunds was 25.0%, and non-GAAP diluted EPS excluding tariff refunds was $1.44. The results include an IEEPA tariff refund benefit of $79 million recognized as a reduction to cost of revenue, partly offset by a $37 million reduction to revenue for the portion expected to be credited to customers. Management raised full-year 2026 guidance, excluding tariff refunds. Total revenue is now expected at $4.64-$4.66 billion, up from $4.60-$4.64 billion, and non-GAAP diluted EPS is now expected at $5.40-$5.45, up from $5.30-$5.40. Non-GAAP operating margin guidance moved to 23.6% from a prior range of 23.4%-23.6%. Organic revenue growth guidance of greater than 4% and ROW organic revenue growth guidance of greater than 5% were unchanged. CEO Jacob Thaysen attributed the quarter's results above guidance to healthy clinical demand and robust NovaSeq X placements. Cash flow from operations was $419 million for the quarter, compared with $284 million a year earlier, and free cash flow was $378 million, compared with $253 million. The company held $1.34 billion in cash, cash equivalents and short-term investments at quarter end. Total term debt on the balance sheet was $1.79 billion (non-current) at September 27, 2026, with no current portion, versus $1.49 billion non-current and $499 million current at fiscal year-end 2025.

Oct 29, 2026 8-K

Illumina 8-K Report, Material Agreement (Oct 13, 2026)

On October 8, 2026, Illumina, Inc. entered into definitive documentation to establish an unsecured commercial paper program (the "CP Program") under which the company may issue short-term, unsecured commercial paper notes under the Section 4(a)(2) private placement exemption. Aggregate principal of CP Notes outstanding at any time may not exceed $1.0 billion, and amounts may be borrowed, repaid and re-borrowed. Net proceeds are expected to fund general corporate purposes, and as of the filing date no CP Notes were outstanding. The CP Notes may have maturities of up to 397 days from issue and will be sold in the commercial paper market at a discount from par or issued at par with fixed or floating interest rates. Three commercial paper dealers will initially act under the program, with a national bank serving as issuing and paying agent. The filing describes the dealer agreements as substantially identical in all material respects apart from the parties and notice provisions, and notes that dealers and their affiliates have provided and may continue to provide commercial banking, investment banking and other financial advisory services to the company for customary fees. The filing also incorporates the program's terms under Item 2.03 as a direct financial obligation. The form of dealer agreement is filed as Exhibit 10.1, and the filing states that the CP Notes have not been and will not be registered under the Securities Act or state securities laws.

Oct 13, 2026 8-K

Illumina 8-K Report, Corporate Update (Aug 17, 2026)

On August 17, 2026, Illumina, Inc. (ILMN) completed a public offering of $300,000,000 aggregate principal amount of its 4.950% notes due 2029 (the "Notes"). The Notes accrue interest at 4.950% per annum, payable semi-annually, and mature on September 19, 2029. The Notes were issued under an Indenture dated March 12, 2021 with U.S. Bank Trust Company, National Association, as trustee, together with an officer's certificate establishing their terms, and were registered on Form S-3 (File No. 333-281921). Illumina expects to use the net proceeds, together with cash on hand, to repay its 4.650% notes due September 9, 2026, of which $500 million aggregate principal amount was outstanding as of June 28, 2026. The refinancing therefore replaces maturing debt with new notes carrying a longer maturity, with the new issuance of $300 million being less than the $500 million outstanding on the notes being repaid, so the balance must come from cash on hand. The filing also states that upon an Event of Default under the Indenture, the principal of the Notes may be declared due and payable immediately, and that the Company may redeem the Notes in whole or in part from time to time at the redemption prices and on the terms set forth in the Notes. The filing is an Item 8.01 disclosure, and the full description is qualified by the Indenture, officer's certificate, and form of Notes filed as exhibits.

Aug 17, 2026 8-K

Illumina 8-K Report, Material Agreement (Aug 13, 2026)

Illumina, Inc. (ILMN) entered into a new credit agreement dated August 13, 2026, with Bank of America, N.A. as administrative agent, issuing bank and swingline lender, alongside other lenders and issuing banks. The agreement provides a $1,000 million senior unsecured five-year revolving credit facility, with a $50 million sublimit for swingline borrowings and a $75 million sublimit for letters of credit. Loans bear variable interest based on either the term secured overnight financing rate or the alternate base rate, plus an applicable rate tied to the Company's debt rating. The Company may request an increase in commitments or add term loans of up to $500 million, subject to lender consent and other conditions. The facility is intended to finance working capital needs and for general corporate or other lawful purposes of Illumina and its subsidiaries. It includes a maximum total leverage ratio financial covenant and operating covenants limiting subsidiary indebtedness, liens, and certain fundamental changes and asset dispositions. The facility matures on August 13, 2031, subject to three one-year extensions at the Company's option, lender consent and other conditions. Borrowings may be prepaid and commitments terminated at any time without premium or penalty. As of the date of the report, no borrowings were outstanding. The new commitments replace in their entirety the commitments under the Credit Agreement dated January 4, 2023 (the Existing Credit Agreement), which was terminated as of August 13, 2026. The filing also reports the termination under Item 1.02 and the financial obligation under Item 2.03 by reference to Item 1.01. The full agreement is filed as Exhibit 10.1.

Aug 13, 2026 8-K

Illumina 8-K Report, Corporate Update (Aug 12, 2026)

On August 10, 2026, Illumina, Inc. (ILMN) entered into an Underwriting Agreement with J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the several underwriters, for the issuance and sale of $300,000,000 aggregate principal amount of its 4.950% notes due 2029. The offering is expected to close on August 17, 2026, subject to customary closing conditions. Illumina expects to use the net proceeds from the offering, together with cash on hand, to repay its 4.650% notes due September 9, 2026. The Notes are being issued under a Registration Statement on Form S-3 (Registration No. 333-281921) filed with the SEC on September 4, 2024, and the Underwriting Agreement is filed as Exhibit 1.1 to this report. For investors, the filing is a debt refinancing event: a new $300 million issuance at a 4.950% coupon and maturity in 2029 is being used to retire an existing note maturing in September 2026. The filing does not disclose any change to Illumina's operations, results, or guidance.

Aug 12, 2026 8-K

Illumina 8-K Report, Corporate Update (Aug 7, 2026)

Illumina, Inc. filed this Form 8-K on August 7, 2026, under Item 8.01 (Other Events) to disclose the proposed settlement and dismissal of the Icahn Partners LP, et al. v. Francis DeSouza, et al. litigation (C.A. No. 2023-1045-PAF) in the Delaware Court of Chancery. The action, brought by Icahn Partners LP, Icahn Partners Master Fund LP, and Matsumura Fishworks LLC, challenged the board's handling of Illumina's reacquisition of GRAIL, Inc. for approximately $8 billion, including the decision to close the acquisition and the disclosures in the 2023 proxy filings. Under the Release Agreement, the parties exchanged mutual releases with no payment by any party, and the action will be dismissed with prejudice as to the plaintiffs only, without prejudice to other Illumina stockholders. The defendants and the company continue to deny all claims and any wrongdoing, and agreed to settle solely to avoid the burden, expense and uncertainty of further litigation. Illumina is named as a Nominal Defendant. The filing attaches a Notice to stockholders (Exhibit 99.1) announcing a Court of Chancery dismissal hearing before Vice Chancellor Paul A. Fioravanti on November 2, 2026, at 1:30 p.m. ET, where the Court will decide whether to approve the dismissal. Written objections must be filed and served by October 19, 2026. The three related derivative actions (City of Omaha, City of Roseville, and Pavers & Road Builders) are not affected by this dismissal and remain pending, with a motion to dismiss currently pending in those actions.

Aug 7, 2026 10-Q

Illumina Quarterly Report for Q2 Ended Jun 28, 2026

Illumina, Inc. reported second-quarter 2026 revenue of $1,159 million, up from $1,059 million in Q2 2025, with net income of $207 million (diluted EPS of $1.35) versus $235 million (diluted EPS of $1.49) a year earlier. For the six months ended June 28, 2026, total revenue was $2,251 million compared with $2,100 million, income from operations was $454 million compared with $378 million, and net income was $340 million compared with $366 million. Growth was driven mainly by consumables and instruments tied to demand for the NovaSeq X, with service and other revenue boosted by the SomaLogic business acquired on January 30, 2026. Other income swung from a considerable gain on the retained GRAIL investment in the prior year to a net loss in YTD 2026. Gross margin was 66.2% for YTD 2026 versus 65.6% a year earlier, though the filing states that excluding a $23 million intangible impairment recognized in Q2 2025, gross margin decreased, due to higher tariff costs, sales mix shifting toward instruments, rising memory and freight costs, and lower-margin SomaLogic revenue. Cash and cash equivalents fell to $1,040 million from $1,418 million at year-end 2025, as the company spent $417 million on acquisitions and intangible assets and $370 million on share repurchases. Total term debt was $1,991 million net carrying amount, with $500 million current, and the company stated it had no borrowings under its $750 million revolving credit facility. Management continues to flag headwinds including tariffs (with IEEPA-related refunds being pursued but timing and amount uncertain), inclusion on China's unreliable entities list (which reduced Greater China revenue by $27 million in YTD 2026), reductions in NIH funding, and Middle East-related fuel and shipping costs. Shareholder derivative and securities class actions related to the GRAIL acquisition remain pending, and the company stated it intends to vigorously defend them.

Jul 31, 2026 8-K

Illumina 8-K Report, Financial Results (Jul 30, 2026)

Illumina, Inc. (Nasdaq: ILMN) filed an 8-K on July 30, 2026 furnishing a press release announcing financial results for the second quarter ended June 28, 2026. Q2 2026 revenue was $1.16 billion, up 9.5% from Q2 2025, with ROW organic revenue growth of 8.1% excluding the impacts of currency, acquisitions, and China. GAAP operating margin was 21.1% and non-GAAP operating margin was 22.5%. GAAP diluted EPS was $1.35 versus $1.49 in the prior-year quarter, while non-GAAP diluted EPS was $1.31 versus $1.19. Management attributed the results to clinical customers expanding sequencing-intensive applications and ongoing demand for NovaSeq X. The company raised its fiscal 2026 guidance. Total revenue is now expected at $4.60-$4.64 billion, up from $4.52-$4.62 billion. ROW organic revenue growth is now expected to exceed 5%, versus prior guidance of 2%-4%. Non-GAAP diluted EPS guidance rose to $5.30-$5.40 from $5.15-$5.30. The non-GAAP operating margin guidance of 23.4%-23.6% was unchanged. Cash flow was softer in the quarter. Operating cash flow was $201 million versus $234 million a year earlier, and free cash flow was $162 million versus $204 million. The company held $1.17 billion in cash, cash equivalents and short-term investments at quarter end. Balance sheet items show goodwill rising to $1,284 million from $1,113 million at year-end 2025, and intangible assets rising to $410 million from $210 million.

Jul 30, 2026 8-K

Illumina 8-K Report, Executive Changes (Jun 23, 2026)

Illumina, Inc. (NASDAQ: ILMN) filed this Current Report on Form 8-K on June 23, 2026 to report the appointment of a new director. On June 16, 2026, the Board of Directors increased its size from nine to ten members and appointed Daniel M. Skovronsky, M.D., Ph.D., effective immediately. Dr. Skovronsky will stand for election at the Company's 2027 annual meeting of stockholders for a one-year term commencing with that meeting. The Board determined he is independent under Nasdaq and SEC rules, and the filing states there is no arrangement or understanding under which he was selected and no reportable related-person transaction under Item 404(a) of Regulation S-K. He will participate in the non-employee director compensation program described in the proxy statement filed on April 9, 2026. The filing attaches a press release dated June 23, 2026, which states that Dr. Skovronsky currently serves as Chief Scientific and Product Officer of Eli Lilly and Company and President of Lilly Research Laboratories. The release says he previously served on the Board of Directors of Myriad Genetics, Inc. and that his experience in drug discovery, clinical development and translational medicine is relevant to Illumina's genomics and multiomics work. Chief Executive Officer Jacob Thaysen is quoted welcoming him to the Board. The filing contains no financial results, financial statements, or quantitative disclosures. Its significance is governance-related, expanding the Board's size and adding a director with pharmaceutical R&D leadership experience.

Jun 23, 2026 8-K

Illumina 8-K Report, Shareholder Vote Results (May 26, 2026)

Illumina, Inc. held its 2026 annual meeting of stockholders on May 21, 2026, with a quorum present. Holders of 141,044,031 votes, or 92.85% of the 151,906,915 votes underlying outstanding common stock as of the March 26, 2026 record date, were represented in person or by proxy. The Inspector of Election certified the final results on May 22, 2026. Stockholders elected all nine director nominees for one-year terms expiring at the 2027 annual meeting: Caroline Dorsa, Scott Gottlieb, David King, Keith Meister, Anna Richo, Philip Schiller, Susan Siegel, Jacob Thaysen and Scott Ullem. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending January 3, 2027, and approved, on an advisory basis, the compensation paid to the named executive officers. The filing reports no contested outcomes. Anna Richo received the largest number of against votes among the director nominees, at 8,419,738. The say-on-pay proposal received 121,746,792 votes for and 8,464,596 against, with 404,097 abstentions and 10,428,546 broker non-votes. The filing also includes the cover page Interactive Data File (Exhibit 104).

May 26, 2026 10-Q

Illumina Quarterly Report for Q1 Ended Mar 29, 2026

Illumina, Inc. reported first-quarter 2026 revenue of $1,091 million, up 5% from $1,041 million in the prior-year quarter, driven mainly by sequencing consumables and NovaSeq X instrument shipments. Service and other revenue rose primarily due to revenue attributable to SomaLogic, which Illumina acquired on January 30, 2026 for a total purchase price of $460 million. Income from operations increased to $209 million from $164 million, and operating margin rose to 19.2% from 15.8%. Net income was $134 million, compared with $131 million, and diluted earnings per share were $0.87, compared with $0.82. Below the operating line, other expense, net was $39 million, versus other income of $32 million a year earlier. The filing attributes this swing primarily to a net loss on strategic investments, primarily the retained GRAIL investment. The effective tax rate was 14.8%, compared with 27.9%, which the company attributes mainly to prior-year tax return adjustments. Greater China revenue fell to $52 million from $72 million, and the filing attributes a $20 million decrease in total revenue to the company's inclusion on China's unreliable entities list. At quarter end, Illumina held cash and cash equivalents of $1,089 million and short-term investments of $66 million, against term debt with a net carrying amount of $1,989 million and an undrawn $750 million revolving credit facility. The company repurchased $242 million of common stock in the quarter and, on April 28, 2026, its board authorized a new $1.5 billion repurchase program in addition to the existing 2024 program. The filing also states that the U.S. Supreme Court held in February 2026 that IEEPA does not authorize tariffs, but the timing and amount of any refunds remain uncertain, and the company will recognize recoveries when realized.

May 4, 2026 8-K

Illumina 8-K Report, Financial Results (Apr 30, 2026)

Illumina, Inc. (Nasdaq: ILMN) reported first-quarter 2026 results for the quarter ended March 29, 2026, per an 8-K filed April 30, 2026 that furnishes a press release as Exhibit 99.1. Revenue was $1.09 billion, up 4.8% from $1.04 billion in Q1 2025, with ROW organic revenue growth of 3.5%. GAAP operating margin was 19.2% and non-GAAP operating margin was 21.9%. GAAP diluted EPS was $0.87 and non-GAAP diluted EPS was $1.15, compared with $0.82 and $0.97 a year earlier. Net income was $134 million, and free cash flow was $251 million, up from $208 million. Management raised fiscal 2026 guidance. Total revenue is now expected at $4.52-$4.62 billion, a $20 million increase at the midpoint, while reported revenue growth of 4%-6% and ROW organic growth of 2%-4% are unchanged. Non-GAAP operating margin guidance moved to 23.4%-23.6% from 23.3%-23.5%, and non-GAAP diluted EPS guidance moved to $5.15-$5.30 from $5.05-$5.20. The CEO attributed demand to NovaSeq X adoption by clinical customers expanding into new application areas. Separately, the Board authorized on April 28, 2026 a new share repurchase program of up to $1.5 billion, in addition to the August 2024 program under which approximately $314 million of capacity remained as of April 29, 2026. Cash, cash equivalents and short-term investments totaled $1.16 billion at quarter end, and total term debt was $1.99 billion ($499 million current plus $1.49 billion long-term).

Apr 30, 2026 8-K

Illumina 8-K Report, Executive Changes (Apr 2, 2026)

Illumina, Inc. (NASDAQ: ILMN) disclosed in an 8-K filed April 2, 2026 that three directors, Drs. Frances Arnold, Robert S. Epstein and Gary S. Guthart, notified the Board of their intention to retire as directors, effective May 21, 2026, the date of the Company's 2026 annual meeting of stockholders. The filing states that the retirements are not the result of any dispute or disagreement with the Company or the Board on any matter relating to its operations, policies or practices. In a related press release furnished as Exhibit 99.1, the Company announced that the Board has nominated David P. King for election as a director at the 2026 annual meeting. The release describes Mr. King as the former Executive Chairman and CEO of Laboratory Corporation of America Holdings, a current director and chair of Privia Health and AmSurg Corporation, and a director of Smith & Nephew, with prior board positions at ZimVie and VaxCare. Board Chair Scott Gottlieb, MD, credited the departing directors with helping steer the company through a period of transformation. The filing is a governance update. It contains no financial results, guidance or quantitative metrics. The Item 7.01 disclosure, including Exhibit 99.1, is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Apr 2, 2026 10-K

Illumina Annual Report, Year Ended Dec 28, 2025

Illumina, Inc. reported fiscal 2025 (year ended December 28, 2025) total revenue of $4.34 billion, down from $4.37 billion in 2024, with consumables revenue of $3,227 million up from $3,169 million, offset by instruments revenue of $482 million (down from $501 million) and service and other revenue of $634 million (down from $662 million Core Illumina). Net income was $850 million, compared with a net loss of $1,223 million in 2024, which had included $1,889 million of goodwill and intangible impairments tied to GRAIL. Operating income was $807 million versus a loss of $833 million, and the company cited tariffs, the Greater China revenue decline of $65 million from its inclusion on China's List of Unreliable Entities, and reduced U.S. NIH funding as headwinds. Gross margin was 66.1% compared with 65.4% in 2024. Cash flow from operations was $1,079 million, and the company ended the year with cash, cash equivalents and short-term investments of $1,633 million. During 2025 Illumina repurchased $742 million of stock, issued $500 million of 4.750% 2030 Term Notes, and repaid $500 million of 2025 Term Notes. Remaining authorization under the $1.5 billion repurchase program was $643 million at year end. Subsequent to year end, on January 30, 2026, the company completed the acquisition of SomaLogic and other assets from Standard BioTools for $350 million in cash, plus a separate $50 million intellectual property portfolio purchase, with up to $75 million in potential milestone payments. The filing also details significant legal exposure tied to the 2024 GRAIL acquisition, including federal and state securities class actions and multiple Delaware shareholder derivative complaints, all described as being at an early stage. Ernst & Young LLP issued an unqualified opinion on both the financial statements and internal control over financial reporting, which management concluded was effective as of December 28, 2025.

Feb 12, 2026 8-K

Illumina 8-K Report, Financial Results (Feb 5, 2026)

Illumina, Inc. reported fourth-quarter 2025 revenue of $1.16 billion, up 5% from the prior-year quarter (up 4% on a constant currency basis), with ex-China revenue of $1.10 billion, up 8%. GAAP diluted EPS was $2.16 and non-GAAP diluted EPS was $1.35. GAAP operating margin was 17.4% and non-GAAP operating margin was 23.7%. Q4 cash flow provided by operations was $321 million and free cash flow was $267 million. The company ended the quarter with $1.63 billion in cash, cash equivalents and short-term investments. For fiscal year 2025, revenue was $4.34 billion, flat compared with 2024 on both a reported and constant currency basis. Ex-China revenue was $4.10 billion, up 2%. GAAP diluted EPS was $5.45 and non-GAAP diluted EPS was $4.84, with free cash flow of $931 million. Management attributed the return to growth to disciplined execution, citing momentum in clinical markets during the second half of the year. For fiscal 2026, Illumina guided to total company revenue of $4.5 billion to $4.6 billion, representing reported growth of 4% to 6%, including a 1.5% to 2.0% benefit from the recently closed SomaLogic acquisition. Ex-China organic revenue growth is expected to be 2% to 4%. Non-GAAP operating margin is guided to 23.3% to 23.5%, including a negative 100 basis point impact from SomaLogic, and non-GAAP diluted EPS is guided to $5.05 to $5.20, including $0.18 of dilution from SomaLogic. This Form 8-K furnishes the earnings press release under Item 2.02 and is not deemed filed for purposes of Section 18 of the Exchange Act.

Feb 5, 2026 8-K

Illumina 8-K Report, Acquisition Completed (Jan 30, 2026)

On January 30, 2026, Illumina, Inc. (NASDAQ: ILMN) completed its acquisition of SomaLogic and related assets from Standard BioTools Inc. under a Stock Purchase Agreement dated June 22, 2025. The Business acquired is Standard BioTools' aptamer-based and functional proteomics business, including KREX, Single SOMAmer, translational and diagnostic assays, and excludes its mass cytometry and microfluidics businesses. The company paid a purchase price of $350,000,000 in cash, subject to customary adjustments, and the release states the deal was funded with cash on hand. The agreement also provides for royalty streams tied to revenues from certain products and services, plus up to $75,000,000 in potential milestone payments to Standard BioTools. The company's press release describes the transaction as expanding its multiomics portfolio and its presence in the proteomics market, and says Illumina will discuss the financial implications of the transaction on its earnings call scheduled for February 5, 2026. The filing includes standard forward-looking statement cautions, citing risks such as integration of the Business, customer uptake of new products, manufacturing and reliance on third-party suppliers. The Purchase Agreement's representations and warranties are qualified and are not intended as statements of fact for investors.

Jan 30, 2026 8-K

Illumina 8-K Report, Financial Results (Jan 13, 2026)

Illumina, Inc. (Nasdaq: ILMN) filed this Form 8-K on January 13, 2026 under Item 2.02 (Results of Operations and Financial Condition) to furnish a press release with unaudited preliminary financial results for the fourth quarter and fiscal year ended December 28, 2025. The results were issued ahead of a presentation at the 44th Annual J.P. Morgan Healthcare Conference. The company states that these results are preliminary, remain subject to the completion of accounting and annual audit procedures, and may be adjusted. Full fourth quarter and fiscal 2025 results are expected after the market close on February 5, 2026. For the fourth quarter of 2025, the company reported preliminary revenue of approximately $1.155 billion, up 5% from the prior-year quarter (up 4% on a constant currency basis), and ex-China revenue of approximately $1.100 billion, up 7%. Preliminary GAAP diluted EPS was $2.14 to $2.17, and non-GAAP diluted EPS was $1.27 to $1.30. A large strategic investment gain, net of $(1.24) per share, is a major reconciling item between GAAP and non-GAAP EPS for the quarter. For fiscal year 2025, preliminary revenue was approximately $4.34 billion, flat compared with 2024 on both reported and constant currency bases. Ex-China revenue was approximately $4.10 billion, up 2%. Preliminary GAAP diluted EPS was $5.42 to $5.45, and non-GAAP diluted EPS was $4.76 to $4.79. The filing also references the pending acquisition of SomaLogic from Standard BioTools Inc., which remains subject to regulatory approvals, and the company's inclusion on China's "unreliable entities list."

Jan 13, 2026 8-K

Illumina 8-K Report, Executive Changes (Jan 8, 2026)

Illumina, Inc. (NASDAQ: ILMN) filed a Current Report on Form 8-K on January 8, 2026, to disclose management changes. Chief Commercial Officer Everett Cunningham notified the company on January 4, 2026, that he will resign effective January 16, 2026. The company stated that Cunningham has been appointed CEO of a life science tools company. In the accompanying press release (Exhibit 99.1), Illumina announced the appointment of Eric D. Green, M.D., Ph.D., as Chief Medical Officer, effective February 2, 2026. Dr. Green will report to the CEO and join the Executive Leadership Team. The release notes that he served as NHGRI Director from 2009 to 2025 after more than three decades at the National Human Genome Research Institute. CEO Jacob Thaysen will serve as interim Chief Commercial Officer until a permanent successor is named. The filing also notes that Thaysen will speak at the J.P. Morgan Healthcare Conference on Tuesday, January 13, 2026, at 7:30 AM Pacific Time. The filing does not include financial results or quantitative guidance.

Jan 8, 2026 8-K

Illumina 8-K Report, Corporate Update (Nov 25, 2025)

Illumina, Inc. (ILMN) disclosed in a Form 8-K filed November 25, 2025 that it completed a public offering of $500,000,000 aggregate principal amount of its 4.750% notes due 2030 (the "Notes"). The Notes accrue interest at 4.750% per annum, payable semi-annually, and mature on December 12, 2030. The offering was registered under a Form S-3 Registration Statement (File No. 333-281921). Illumina expects to use the net proceeds for general corporate purposes, which may include repaying its 5.800% notes due December 12, 2025, of which $500 million aggregate principal amount was outstanding as of September 28, 2025, and completing the proposed acquisition of SomaLogic, Inc., along with paying related fees and expenses. The Notes were issued under an Indenture dated March 12, 2021 with U.S. Bank Trust Company, National Association, as trustee, and an officer's certificate establishing their terms. The filing also describes standard terms: Event of Default acceleration provisions and the Company's right to redeem the Notes in whole or in part at the redemption prices and on the terms set forth in the Notes. The filing itself contains no additional financial results or guidance.

Nov 25, 2025 8-K

Illumina 8-K Report, Corporate Update (Nov 12, 2025)

On November 10, 2025, Illumina, Inc. entered into an Underwriting Agreement with Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the several underwriters, for the issuance and sale of $500,000,000 aggregate principal amount of its 4.750% notes due 2030 (the "Notes"). The offering is expected to close on November 25, 2025, subject to customary closing conditions. Illumina expects to use the net proceeds for general corporate purposes, which may include repaying its 5.800% notes due December 12, 2025 and completing the proposed acquisition of SomaLogic, Inc., along with paying related fees and expenses. The Notes are being issued under a Registration Statement on Form S-3 (Registration No. 333-281921) filed with the SEC on September 4, 2024, and the Underwriting Agreement is filed as Exhibit 1.1 to this report for purposes of that registration statement. For investors, the filing's key information is the size and timing of the debt offering and its stated uses, particularly the link to the pending SomaLogic acquisition and the maturing December 2025 notes. The filing does not state the Notes' pricing terms beyond the coupon, nor does it describe the acquisition's terms.

Nov 12, 2025 10-Q

Illumina Quarterly Report for Q3 Ended Sep 28, 2025

Illumina, Inc. reported third-quarter 2025 revenue of $1,084 million, roughly flat versus $1,080 million in Q3 2024, with income from operations of $227 million compared with $741 million a year earlier, when results included a $488 million legal contingency gain. Net income was $150 million, or $0.98 per diluted share, versus $705 million ($4.42 per diluted share) in Q3 2024. For the nine months ended September 28, 2025, revenue declined to $3,184 million from $3,268 million, primarily due to lower service and other revenue (including the GRAIL Spin-Off in 2024) and fewer high- and mid-throughput instrument shipments. Management cited Greater China revenue decreases of $41 million year-to-date tied to Illumina's inclusion on China's unreliable entities list, and tariff costs that weighed on Core Illumina gross margin. Year-to-date net income was $516 million, against a net loss of $1,410 million in the prior-year period, which included a $1,889 million goodwill and intangible impairment. Operating cash flow was $758 million year-to-date, and the company repurchased $700 million of common stock. Cash, cash equivalents and short-term investments totaled $1,278 million at quarter end, and total term debt was $1,992 million, with $998 million classified as current, reflecting the 2025 Term Notes maturing in December 2025. The company has agreed to acquire SomaLogic and certain other assets from Standard BioTools for $350 million in cash, plus royalties and up to $75 million in potential milestone payments, with closing expected in the first half of 2026. Ongoing litigation includes shareholder derivative suits and securities class actions related to the GRAIL acquisition, and the company says these matters are at an early stage and that it intends to defend them vigorously.

Oct 31, 2025 8-K

Illumina 8-K Report, Financial Results (Oct 30, 2025)

Illumina, Inc. (ILMN) reported third-quarter 2025 results for the quarter ended September 28, 2025, with revenue of $1.08 billion, flat compared to Q3 2024 on both a reported and constant currency basis. GAAP operating margin was 21.0% and non-GAAP operating margin was 24.5%. GAAP diluted EPS was $0.98 and non-GAAP diluted EPS was $1.34. Cash provided by operations was $284 million and free cash flow was $253 million. The company repurchased 1.2 million shares for $120 million at an average price of $97.10 per share and held $1.28 billion in cash, cash equivalents and short-term investments at quarter end. CEO Jacob Thaysen said the results exceeded the high end of guidance for revenue and earnings, driven by revenue acceleration in clinical, the company's largest market segment, and that the company returned to growth excluding China during the quarter. The company raised its fiscal 2025 outlook. It now expects total company constant currency revenue decline of (1.5%) to (0.5%), up from (2.5%) to (1.5%). Non-GAAP operating margin is expected at 22.75% to 23%, up from 22% to 22.5%, and non-GAAP diluted EPS at $4.65 to $4.75, up from $4.45 to $4.55. Revenue growth outside China is expected at 0.5% to 1.5% on a constant currency basis, unchanged at the midpoint versus prior guidance. The filing also notes risks tied to the pending acquisition of SomaLogic, Inc. and certain other assets from Standard BioTools Inc., including regulatory approvals. It also cites uncertainty from Illumina's inclusion on China's "unreliable entities list" and China's decision not to permit export of sequencing instruments into China. The GAAP results for Q3 2024 included a $488 million legal contingency and settlement benefit, so year-over-year GAAP comparisons are affected by that item.

Oct 30, 2025 10-Q

Illumina Quarterly Report for Q2 Ended Jun 29, 2025

Illumina, Inc. reported second-quarter 2025 total revenue of $1,059 million, down from $1,112 million in Q2 2024, with product revenue of $912 million and service and other revenue of $147 million. Income from operations was $214 million versus a loss of $1,637 million a year earlier, which included a $1,886 million goodwill and intangible impairment tied to GRAIL. Net income was $235 million, or $1.49 per diluted share, compared with a net loss of $1,988 million in Q2 2024. Results were helped by a $107 million swing in other income (expense), net, driven primarily by gains on strategic investments, and by lower operating expense. Year-to-date, revenue was $2,100 million (versus $2,188 million) and net income was $366 million. The filing highlights several headwinds: tariffs beginning in April 2025, Illumina's inclusion on China's unreliable entities list and the resulting prohibition on exporting sequencing instruments into China, and reduced U.S. government funding for the NIH. Instruments revenue declined 16% in Q2 2025 as customers delayed capital purchases, and Greater China revenue fell to $63 million from $75 million. Management expects to partially mitigate tariff impacts in 2025 and more fully in 2026. On the balance sheet, cash and cash equivalents were $934 million and short-term investments were $221 million at June 29, 2025, against $1,491 million of term debt (current and non-current). The company repurchased $570 million of stock in year-to-date 2025 under a $1.5 billion authorization, with about $804 million remaining. It also agreed on June 22, 2025 to acquire SomaLogic and certain assets from Standard BioTools for $350 million in cash plus royalties and up to $75 million in milestones, with closing expected in the first half of 2026.

Aug 1, 2025 8-K

Illumina 8-K Report, Financial Results (Jul 31, 2025)

Illumina, Inc. (Nasdaq: ILMN) furnished this Form 8-K under Item 2.02 to report financial results for the second quarter ended June 29, 2025. Q2 2025 revenue was $1.06 billion, down 3% from Q2 2024 on both a reported and constant currency basis. GAAP operating margin was 20.2% and non-GAAP operating margin was 23.8%. GAAP diluted EPS was $1.49 and non-GAAP diluted EPS was $1.19. Cash provided by operations was $234 million and free cash flow was $204 million for the quarter. Management raised its fiscal 2025 outlook. Expected total company constant currency revenue decline is now (2.5%) to (0.5%), up from (3%) to (1%) previously. Non-GAAP operating margin guidance is approximately 22% to 22.5%, up from 21.5% to 22.0%. Non-GAAP diluted EPS guidance is $4.45 to $4.55, up from the May range of $4.20 to $4.30, and includes a benefit of approximately 10 cents from recently passed legislation allowing U.S.-based R&D spend to be tax-deductible. CEO Jacob Thaysen attributed the results to the continued ramp of X consumables and accelerating growth in clinical, the company's largest customer segment, while noting a constrained funding environment in research. During the quarter Illumina repurchased about 4.5 million shares for $380 million, at an average price of $84.66 per share, and it had approximately $800 million of repurchase authorization remaining at quarter end. The company also entered into a definitive agreement to acquire SomaLogic from Standard BioTools, with closing expected in the first half of 2026, subject to regulatory approval.

Jul 31, 2025 8-K

Illumina 8-K Report, Material Agreement (Jun 23, 2025)

On June 22, 2025, Illumina, Inc. entered into a Stock Purchase Agreement with Standard BioTools Inc. to acquire SomaLogic, Inc., Sengenics Corporation LLC, and Sengenics Corporation Pte Ltd, along with Standard BioTools' aptamer-based and functional proteomics business (including KREX, Single SOMAmer, translational and diagnostic assays). The business excludes Standard BioTools' mass cytometry and microfluidics businesses. Illumina will pay $350,000,000 in cash at closing, subject to customary adjustments, plus royalty streams and up to $75,000,000 in potential milestone payments tied to revenues from certain products and services. The closing is subject to customary conditions, including expiration or termination of the Hart-Scott-Rodino waiting period, absence of enjoining orders, and absence of a material adverse effect with respect to the Group Companies or the Business. The agreement can be terminated if closing has not occurred by March 23, 2026, subject to three automatic three-month extensions for certain regulatory clearances. Illumina would owe Standard BioTools a $14,500,000 termination fee if the agreement is terminated under specified regulatory-clearance failure circumstances. Ancillary agreements include a transition services agreement and a license agreement under which Illumina grants Standard BioTools a non-transferable, non-sublicensable license to certain Illumina intellectual property. In the accompanying press release, Illumina states that SomaLogic brings an aptamer-based affinity proteomics platform into its portfolio, that the kitted NGS-based panels business will add a high-margin consumables revenue stream, and that the business is expected to become profitable in 2027 on a non-GAAP operating income basis. Illumina expects to close the transaction in the first half of 2026. The companies have partnered on proteomics co-development since December 2021, and Illumina Protein Prep will become available to all customers starting in the third quarter of 2025.

Jun 23, 2025 8-K

Illumina 8-K Report, Executive Changes (May 23, 2025)

Illumina, Inc. held its 2025 annual meeting of stockholders on May 21, 2025. Stockholders representing 140,167,332 shares of common stock voted on the proposals, and all four were approved: the election of eleven directors to serve until the 2026 annual meeting, ratification of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 28, 2025, an advisory vote approving the compensation of named executive officers, and approval of the Second Amended and Restated 2015 Stock and Incentive Plan. The Board of Directors had previously approved the Second Amended and Restated 2015 Stock and Incentive Plan, subject to stockholder approval. The filing incorporates by reference the description of the plan's material terms in the proxy statement filed with the SEC on April 9, 2025, and attaches the full plan as Exhibit 10.1. Voting results show varying levels of support across proposals. Among director nominees, Jacob Thaysen received the fewest votes against (651,611), while Robert Epstein received the most (13,684,090 against). The advisory compensation proposal received 115,560,563 votes for, 11,450,964 against and 3,517,311 abstentions. Broker non-votes of 9,638,494 were recorded on the director election, compensation and plan proposals.

May 23, 2025 10-Q

Illumina Quarterly Report for Q1 Ended Mar 30, 2025

Illumina, Inc. reported first-quarter 2025 (three months ended March 30, 2025) total revenue of $1,041 million, down from $1,076 million in Q1 2024, with the decline attributed mainly to lower service and other revenue, including decreased revenue from strategic partnerships. Gross margin was 65.6% versus 62.0% a year earlier, and income from operations was $164 million compared with a loss from operations of $(111) million in the prior year. Net income was $131 million, or $0.82 diluted EPS, compared with a net loss of $(126) million, or $(0.79) per share. The prior-year comparison was affected by the June 2024 spin-off of GRAIL, which removed GRAIL's results from the current period. The company flagged several headwinds. Illumina was added to China's unreliable entities list in February 2025 and was notified in March 2025 that it may no longer export sequencing instruments into China; Greater China revenue was $72 million in Q1 2025. Management estimates the April 2025 tariffs will cost approximately $85 million under the current tariff environment, with partial mitigation expected in 2025 and a fuller aim in 2026. To offset these pressures, the company implemented an incremental $100 million cost reduction program for 2025. On the balance sheet, cash, cash equivalents and short-term investments totaled $1,237 million, and term debt was $1,990 million net carrying amount. During the quarter Illumina repurchased $200 million of common stock, and $1.184 billion remained available under its repurchase authorization. The SEC staff also informed the company on May 1, 2025 that it had concluded its investigation of Illumina and did not intend to recommend enforcement action.

May 9, 2025 8-K

Illumina 8-K Report, Financial Results (May 8, 2025)

Illumina, Inc. reported first-quarter 2025 results for the quarter ended March 30, 2025, according to a press release furnished as Exhibit 99.1 to this Item 2.02 Form 8-K. Core Illumina revenue was $1.04 billion, down 1% from Q1 2024 (flat on a constant currency basis). GAAP operating margin was 15.8% and non-GAAP operating margin was 20.4%. GAAP diluted EPS was $0.82 and non-GAAP diluted EPS was $0.97. Cash provided by operations was $240 million and free cash flow was $208 million. The company repurchased $200 million of shares in the quarter and held $1.24 billion in cash, cash equivalents and short-term investments at quarter end. The company lowered its fiscal 2025 outlook. Core Illumina revenue is now expected to decline between 1% and 3% on a constant currency basis, down from low single digit growth previously. Management estimates $85 million in tariff-related costs, which after actions is an approximate 125 bps reduction in fiscal 2025 operating margin and $0.25 of EPS. Non-GAAP operating margin guidance is approximately 21.5% to 22.0%, down from approximately 23%, and non-GAAP diluted EPS guidance is $4.20 to $4.30, versus a prior March guidance of approximately $4.50. Reported Greater China revenue is expected to be $165 million to $185 million in 2025, with $72 million recognized in Q1 2025. CEO Jacob Thaysen said the outlook weakened due to shifting policy and geopolitical developments, and the company has instituted an incremental $100 million cost reduction program to mitigate potential declines in Greater China revenue and related operating income. The filing also notes the company's inclusion on China's "unreliable entities list" and China's decision not to permit export of sequencing instruments into China as risk factors.

May 8, 2025 8-K

Illumina 8-K Report, Executive Changes (Mar 25, 2025)

Illumina, Inc. (NASDAQ: ILMN) filed a Current Report on Form 8-K disclosing changes to its Board of Directors. Stephen P. MacMillan notified the Board of his intention to resign as a director effective March 28, 2025, and the filing states his resignation is not the result of any dispute or disagreement with the Company. The Board elected Keith A. Meister as a director beginning March 28, 2025. Mr. Meister will stand for election at the 2025 annual meeting of stockholders for a one-year term, and will participate in the non-employee director compensation programs described in the proxy statement filed on April 4, 2024. In a related Regulation FD disclosure, the Company stated that Dr. Scott Gottlieb has been elected non-executive Chair of the Board, effective March 28, 2025. The accompanying press release (Exhibit 99.1) describes Dr. Gottlieb as a Board member since 2020 and Mr. Meister as founder, Managing Partner, and Chief Investment Officer of Corvex Management, who will bring experience as an investor in genomics. The release describes Mr. MacMillan as retiring from the Board in preparation for the upcoming annual shareholder meeting. The filing contains no financial results or operating metrics. Its investor relevance lies in the leadership transition: a new independent Chair and a new director with an investor background, whose stated view is that Illumina has the right strategy to accelerate revenue growth and deliver shareholder value.

Mar 25, 2025 8-K

Illumina 8-K Report, Executive Changes (Mar 24, 2025)

Illumina, Inc. filed a Form 8-K dated March 18, 2025 (filed March 24, 2025) under Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The filing reports that on March 18, 2025, Carissa Rollins, Chief Information Officer, notified the company that she will be retiring effective April 11, 2025. The filing is limited to this personnel change. It does not include financial results, guidance, or any figures, and it does not name a successor or describe any changes to compensation or other arrangements. For investors, the disclosure is a routine executive transition in the information technology leadership role, with a defined effective date of April 11, 2025. The filing was signed by Scott Davies, Chief Legal Officer.

Mar 24, 2025 8-K

Illumina 8-K Report, Regulation FD Disclosure (Mar 10, 2025)

Illumina, Inc. (Nasdaq: ILMN) filed this Form 8-K on March 10, 2025 under Item 7.01 (Regulation FD Disclosure), furnishing a press release that responds to a March 4, 2025 notice from the China Ministry of Commerce (MOFCOM) stating that Illumina is not permitted to export sequencing instruments into China. The company said it respects MOFCOM's decision, will continue to comply with applicable laws, and continues to serve its clinical and research customers in China. Management reiterated its goal of high-single-digit revenue growth by 2027 while expanding margins. The company updated its fiscal 2025 guidance, now expecting Core Illumina non-GAAP diluted EPS of approximately $4.50, and instituting an incremental cost reduction program of approximately $100 million for fiscal 2025. The savings are intended to mitigate a range of potential scenarios for reduced revenue and operating income from the Greater China business, and include optimizing stock-based compensation and non-labor spending and accelerating certain productivity measures. The CFO stated the guidance provides for limited further earnings contribution from China and assumes a continuation of current macro trends. The press release notes that the company cannot provide a GAAP reconciliation of its forward-looking non-GAAP guidance because certain items, such as acquisition-related expenses, restructuring activities, and the outcome of pending litigation, are difficult to predict. The forward-looking statements section also cites the MOFCOM "unreliable entities list" inclusion, tariffs, and litigation related to the GRAIL acquisition as risk factors.

Mar 10, 2025 10-K

Illumina Annual Report, Year Ended Dec 29, 2024

Illumina, Inc. reported a net loss of $1,223 million for the fiscal year ended December 29, 2024, compared with a net loss of $1,161 million in 2023, on total revenue of $4,372 million, down from $4,504 million. The results were driven largely by a $1,889 million goodwill and intangible impairment, most of it tied to GRAIL, and by a $456 million benefit from legal contingency and settlement, primarily the reversal of the European Commission fine accrual. Gross margin improved to 65.4% from 60.9%, and loss from operations narrowed to $833 million from $1,069 million. The company completed the Spin-Off of GRAIL on June 24, 2024, distributing approximately 85.5% of GRAIL shares to stockholders and retaining about 14.5%. Illumina still owes contingent value right payments tied to GRAIL revenues through August 2033. Cash, cash equivalents and short-term investments totaled $1,220 million at year end. Operating cash flow was $837 million, against $478 million in 2023. The company issued $500 million of 4.650% Term Notes due 2026 and repaid a $750 million delayed draw term loan, and it repurchased $116 million of stock during 2024. Its board authorized a new $1.5 billion repurchase program in August 2024, with about $1.4 billion still available at year end. The filing also flags several risks for 2025. On February 4, 2025, China's Ministry of Commerce added Illumina to its List of Unreliable Entities, and Greater China revenue was $308 million in 2024, down from $384 million in 2023. The company faces multiple shareholder derivative and securities class actions related to the GRAIL acquisition, plus an SEC investigation and a Department of Justice civil investigative demand. Backlog stood at $657 million, with 78% expected to ship in 2025.

Feb 12, 2025 8-K

Illumina 8-K Report, Financial Results (Feb 6, 2025)

Illumina, Inc. (Nasdaq: ILMN) furnished this Form 8-K under Item 2.02 to report financial results for the fourth quarter and fiscal year ended December 29, 2024, attaching a press release as Exhibit 99.1. Core Illumina revenue was $1.1 billion in Q4 2024, up 1% from Q4 2023 on both a reported and constant currency basis, and $4.3 billion for fiscal year 2024, down 2% from fiscal year 2023 on both bases. Consolidated fiscal 2024 results were heavily affected by GRAIL, which was spun off on June 24, 2024: the company recorded a GAAP operating loss of $833 million and GAAP diluted loss per share of $(7.69), driven by $1,889 million of goodwill and intangible impairment, while non-GAAP diluted EPS was $2.45. Core Illumina GAAP diluted EPS was $5.61 for fiscal 2024 and non-GAAP diluted EPS was $4.16. For fiscal year 2025, the company continues to expect Core Illumina constant currency revenue growth in the low single digits, reported revenue of approximately $4.28 billion to $4.4 billion, a non-GAAP operating margin of approximately 23%, and non-GAAP diluted EPS of $4.50 to $4.65. The guidance does not reflect any impact from a China Ministry of Commerce announcement that included Illumina on its "unreliable entities list," and it assumes the current macroeconomic and political environments continue. The release also cites tariffs recently imposed or threatened by the U.S. government and its trading partners as a forward-looking risk.

Feb 6, 2025 8-K

Illumina 8-K/A Report, Exit or Disposal Costs (Jan 14, 2025)

Illumina, Inc. filed this Form 8-K/A to disclose the company's determination regarding certain estimates related to a further reduction in its real estate footprint. The filing amends the company's June 26, 2023 Form 8-K, which reported costs associated with certain exit activities, and it supplements Amendments No. 1, 2 and 3 filed in November 2023, January 2024 and May 2024. Under Item 2.05 of Form 8-K, the company reports the exit-related charges and states that no other modifications were made to the earlier filings. The filing states that in the first quarter of 2024 Illumina exited a portion of its Foster City, California campus and another property in San Diego, California, and recorded right-of-use asset and leasehold improvement impairment charges of $32 million. In the fourth quarter of 2024, the company recorded an additional right-of-use asset impairment of $14 million related to the San Diego property, which was recognized in selling, general and administrative expense. The company states it has no remaining assets related to that San Diego property and continues to evaluate its options for the rest of the Foster City campus. The company states that these charges will be excluded from its non-GAAP financial metrics. The filing's forward-looking statements caution that results could differ materially, citing the company's ability to implement cost reduction plans on time and the possibility that related costs exceed expectations.

Jan 14, 2025 8-K

Illumina 8-K Report, Financial Results (Jan 14, 2025)

Illumina, Inc. furnished an Item 2.02 Form 8-K on January 14, 2025, ahead of its presentation at the J.P. Morgan Healthcare Conference, announcing unaudited preliminary results for the fourth quarter and fiscal year ended December 29, 2024, along with a preliminary outlook for fiscal 2025. The filing states that Q4 2024 revenue was approximately $1.10 billion, up 1% from Q4 2023, and full-year 2024 revenue was approximately $4.33 billion, down 2% from 2023 on a constant currency basis. Full-year 2024 GAAP operating margin was approximately 34.2% versus a non-GAAP operating margin of approximately 21.3%, and full-year GAAP diluted EPS was approximately $5.65 to $5.67 versus non-GAAP diluted EPS of approximately $4.12 to $4.14. Preliminary 2024 cash flow from operations was approximately $1.21 billion and free cash flow was approximately $1.07 billion. For fiscal 2025, the company expects constant currency revenue growth in the low single digits, with reported revenue in the range of approximately $4.28 billion to $4.4 billion, non-GAAP operating margin of approximately 23%, and non-GAAP diluted EPS growth of approximately 10%. The company stated that the results are preliminary, subject to completion of accounting and annual audit procedures, and may be adjusted. Full fourth quarter and fiscal 2024 results are scheduled for release after market close on February 6, 2025. The large gap between GAAP and non-GAAP figures in fiscal 2024 is driven, per the filing's reconciliation, largely by a legal contingency and settlement item (a reversal of the accrued EC fine, including interest, which the filing shows as a $10.7 million operating margin adjustment and a $2.92 per share adjustment), along with contingent consideration liability fair value adjustments related to GRAIL. The filing also references the divestment of GRAIL as a continuing risk factor.

Jan 14, 2025 10-Q

Illumina Quarterly Report for Q3 Ended Sep 29, 2024

Illumina, Inc. reported a sharply different quarter and nine-month period in its 10-Q for the quarter ended September 29, 2024. Third-quarter total revenue was $1,080 million versus $1,119 million a year earlier, and net income was $705 million, compared with a net loss of $754 million in Q3 2023. The swing was driven largely by a $489 million gain from the reversal of the European Commission fine (recorded in legal contingency and settlement) following the Commission's withdrawal of the fine, and by the absence of the $821 million goodwill and intangible impairment recorded in Q3 2023. For the nine months (YTD 2024), revenue fell 3% to $3,268 million, gross margin rose to 65.3% from 61.2%, and the company posted a net loss of $1,410 million, reflecting a $1,889 million goodwill and intangible impairment, largely tied to GRAIL, and a $319 million net other expense that included a $332 million unrealized loss on Illumina's retained GRAIL investment. The filing centers on the June 24, 2024 Spin-Off of GRAIL, Inc., in which Illumina distributed approximately 85.5% of GRAIL's common stock to its stockholders and retained about 14.5%. GRAIL's assets, liabilities, and results were not reclassified as discontinued operations. Illumina contributed $974 million of Disposal Funding, and GRAIL cash of $968 million was deconsolidated. Balance sheet metrics shifted accordingly: total assets fell to $6,014 million from $10,111 million at year-end 2023, goodwill fell to $1,113 million, and term debt rose to $1,988 million from $1,489 million after the issuance of $500 million of 2026 Term Notes and repayment of a $750 million delayed draw term loan. The filing also reports ongoing legal exposure. The company disclosed numerous stockholder derivative suits, federal and state securities class actions tied to the GRAIL acquisition, an SEC investigation, and a Department of Justice civil investigative demand under the False Claims Act. The filing states that the lawsuits are at an early stage and that the company cannot predict their outcomes. Cash and cash equivalents ended the quarter at $869 million, and the company repurchased 770 thousand shares during Q3 2024 at a total cost of $99 million under a new $1.5 billion authorization.

Nov 6, 2024 8-K

Illumina 8-K Report, Financial Results (Nov 4, 2024)

Illumina, Inc. filed this Form 8-K on November 4, 2024 to furnish its press release announcing financial results for the third quarter ended September 29, 2024 (Exhibit 99.1). The company reported Core Illumina revenue of $1,080 million for Q3 2024, versus $1,106 million in Q3 2023, and a GAAP operating profit of $741 million (68.6% operating margin) that was boosted by a $488 million legal contingency and settlement benefit. On a non-GAAP basis, Core Illumina operating margin was 22.6% and diluted EPS was $1.14. Consolidated GAAP diluted EPS was $4.42 for the quarter, compared with a loss of $(4.77) in the prior-year period, which included an $821 million goodwill and intangible impairment. For fiscal 2024, the company lowered its Core Illumina revenue guidance to a decline of approximately 3% from fiscal 2023, and expects Q4 2024 Core Illumina revenue of approximately $1.07 billion. It raised its Core Illumina non-GAAP operating margin guidance to 21% to 21.5% and its non-GAAP diluted EPS guidance to $4.05 to $4.15. Nine-month GAAP results remained a net loss of $(1,410) million, driven by a $1,889 million goodwill and intangible impairment, largely related to GRAIL, which was spun off on June 24, 2024. Cash flow from operations was $316 million for the quarter, and free cash flow was $284 million. The company held $939 million in cash, cash equivalents and short-term investments at quarter end. Total term debt rose to $1,988 million from $1,489 million at December 31, 2023, while stockholders' equity fell to $2,125 million from $5,745 million.

Nov 4, 2024 8-K

Illumina 8-K Report, Executive Changes (Oct 3, 2024)

On October 3, 2024, Illumina, Inc. disclosed under Item 5.02 that Charles Dadswell, its General Counsel and Secretary, will leave the company. He will remain as an employee-advisor to the Chief Executive Officer and the Board of Directors through March 31, 2025, transitioning his General Counsel duties and providing other advice as requested. Scott Davies, Vice President, Legal – Chief Corporate Counsel and Assistant Secretary, will serve as Interim General Counsel and Secretary effective October 3, 2024. Under an Advisory Agreement, Mr. Dadswell will continue to receive his regular cash compensation, including his 2024 annual incentive award, and benefits during the advisory period. Upon satisfactory completion of his advisory services (including if the company ends the services early), he will receive a one-time lump-sum cash payment of $600,000. Under the company's standard Separation Agreement, he will receive, after his services end, a lump sum equal to his annual base salary, 12 months of COBRA group health premiums and executive physical benefits, outplacement services, and any unpaid 2024 annual incentive award, subject to a standard release of claims. The filing is an executive transition disclosure. It identifies the advisory and separation agreements as Exhibits 10.1 and 10.2, which contain the full terms, and the filing qualifies its descriptions by reference to those exhibits.

Oct 3, 2024 8-K

Illumina 8-K Report, Agreement Terminated (Sep 9, 2024)

Illumina, Inc. reported in an 8-K filed September 9, 2024 that it repaid in full and terminated its 364-day delayed draw credit agreement with JPMorgan Chase Bank, N.A., as administrative agent. The repayment was $761 million, and the company did not incur any prepayment premium or penalty other than customary breakage costs. The repayment was funded by the proceeds of a notes offering together with cash on hand. On September 4, 2024, the company entered into an underwriting agreement with J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC, as representatives of the underwriters, for the issuance of $500,000,000 aggregate principal amount of 4.650% notes due 2026. The notes accrue interest at 4.650% per annum, payable semi-annually, and mature on September 9, 2026. They were issued under an indenture dated March 12, 2021 with U.S. Bank Trust Company, National Association, as trustee, and were registered under a Form S-3 (File No. 333-281921). The filing's main investor-relevant effect is a refinancing: the company replaced $761 million of short-term delayed draw credit borrowings with $500 million of fixed-rate notes maturing in two years. The filing also describes standard event-of-default and optional redemption terms for the notes, and lists exhibits including the underwriting agreement, indenture, officer's certificate, form of note, and a legal opinion from Cravath, Swaine & Moore LLP.

Sep 9, 2024 8-K

Illumina 8-K Report, Corporate Update (Sep 5, 2024)

Illumina, Inc. (ILMN) disclosed in this Form 8-K, filed September 5, 2024 under Item 8.01 (Other Events), that on September 4, 2024 it priced an underwritten public offering of $500,000,000 aggregate principal amount of its 4.650% notes due 2026. The notes were offered under an effective shelf registration statement previously filed with the Securities and Exchange Commission. The offering is expected to close on September 9, 2024, subject to customary closing conditions. Illumina expects to use the net proceeds to repay a portion of the outstanding $750 million under a 364-day delayed draw credit agreement entered into in connection with the spin-off of GRAIL, Inc. from Illumina, and to pay related fees and expenses. The filing therefore frames the transaction as a refinancing of spin-related borrowing rather than a new use of capital. The filing is brief and does not include additional financial results, guidance, or terms beyond those stated above. For investors, the key facts are the size and coupon of the new notes, the 2026 maturity, and the stated purpose of retiring part of the GRAIL-related bridge borrowing.

Sep 5, 2024 10-Q

Illumina Quarterly Report for Q2 Ended Jun 30, 2024

Illumina, Inc. reported a sharply weaker second quarter and first half of 2024, driven largely by the spin-off of GRAIL, Inc. on June 24, 2024, and related impairments. Total revenue for Q2 2024 was $1.112 billion versus $1.176 billion in Q2 2023, and YTD 2024 revenue was $2.188 billion versus $2.263 billion. The company recorded a net loss of $1.988 billion in Q2 2024 and $2.114 billion YTD 2024, compared with net losses of $234 million and $231 million in the prior-year periods. The loss was primarily attributable to goodwill and intangible impairment charges of $1.889 billion YTD, including a $1.466 billion goodwill impairment and a $420 million IPR&D impairment tied to GRAIL, along with a $328 million unrealized loss on the retained GRAIL investment after the spin-off. Gross margin improved to 63.5% YTD 2024 from 61.3% in YTD 2023, supported by favorable sequencing consumables mix and cost savings. Balance sheet and liquidity changed materially. Total assets fell to $6.081 billion at June 30, 2024 from $10.111 billion at December 31, 2023, and stockholders' equity dropped to $1.436 billion from $5.745 billion. Cash and cash equivalents were $920 million, and the company drew $750 million on a 364-day delayed draw term loan to fund the GRAIL disposal funding of $974 million. Total current liabilities rose to $2.208 billion, including $744 million of current term debt. The company also remains the obligor on contingent value rights tied to GRAIL, and carries an accrued liability of $481 million related to the European Commission Article 14(2)(b) fine of approximately €432 million. The filing also details ongoing legal and regulatory matters, including the EU General Court and Court of Justice proceedings on the GRAIL acquisition, an SEC inquiry, a DOJ civil investigative demand under the False Claims Act, multiple stockholder derivative suits, and federal and state securities class actions. The company stated that cash, short-term investments and available borrowing capacity are sufficient to fund near-term needs for at least the next 12 months.

Aug 7, 2024 8-K

Illumina 8-K Report, Financial Results (Aug 6, 2024)

Illumina, Inc. reported second-quarter 2024 results on August 6, 2024, with consolidated revenue of $1,112 million, down from $1,176 million in the prior-year quarter, and a GAAP net loss of $1,988 million, or $(12.48) per diluted share, driven by a $1,886 million goodwill and intangible impairment tied to the GRAIL segment. The company completed the spin-off of GRAIL on June 24, 2024, and the results include GRAIL's consolidated financials through that date. On a non-GAAP basis, consolidated net income was $57 million, or $0.36 per diluted share, versus $0.32 in the prior-year period. Core Illumina revenue was $1,092 million, down 6% from the prior-year quarter (also down 6% in constant currency) and up 3% from Q1 2024, per the release. Core Illumina GAAP operating margin was 40.5% and non-GAAP operating margin was 22.2%, with non-GAAP diluted EPS of $1.09. Management cited solid consumable sales alongside softer instrument demand in a constrained funding environment. Cash flow from operations was $80 million and free cash flow was $48 million for the quarter, with $994 million in cash, cash equivalents and short-term investments at quarter end. For fiscal 2024, Illumina lowered its Core Illumina revenue guidance to a decline of 2% to 3% (down 1.5% to 2.5% in constant currency) and raised its Core Illumina non-GAAP operating margin guidance to 20.5% to 21%. The company also introduced Core Illumina non-GAAP diluted EPS guidance of $3.80 to $3.95.

Aug 6, 2024 8-K

Illumina 8-K/A Report, Acquisition Completed (Jun 27, 2024)

On June 24, 2024, Illumina, Inc. completed the spin-off of GRAIL, Inc. through a tax-free pro rata distribution of 26.5 million GRAIL common shares to Illumina shareholders, at a ratio of one GRAIL share for every six Illumina shares held at the June 13, 2024 record date. The shares distributed represented 85.5% of GRAIL's outstanding common stock, and Illumina retained a 14.5% ownership interest. GRAIL began regular-way trading on the Nasdaq Global Select Market under the symbol "GRAL" on June 25, 2024, and Illumina no longer consolidates GRAIL into its financial statements. This Form 8-K/A supplements the original 8-K filed June 24, 2024 by providing additional Item 2.01 information and unaudited pro forma condensed consolidated financial statements (balance sheet as of March 31, 2024; statements of operations for the three months ended March 31, 2024 and fiscal year 2023) giving effect to the spin-off. Before the spin-off, Illumina made a one-time cash contribution to GRAIL, the "Disposal Funding," determined to be $974 million, intended to cover 2.5 years of GRAIL's operations based on its long range plan, less GRAIL's cash at the spin-off. To help fund this, Illumina borrowed $750 million under a 364-day delayed draw credit facility on June 20, 2024, with a current borrowing rate of approximately 6.69% and maturity on June 19, 2025. The pro forma statements show Illumina's total pro forma revenue of $4,438 million for fiscal 2023 versus $4,504 million historically, and a pro forma net income of $219 million versus a historical net loss of $1,161 million; for the three months ended March 31, 2024, pro forma revenue was $1,056 million and pro forma net income was $56 million. The notes disclose expected second-quarter 2024 non-cash impairment charges of $1,466 million for GRAIL goodwill and $420 million for in-process R&D intangible assets, which the pro forma statements do not reflect. Illumina also expects additional nonrecurring spin-off costs, and royalty payments from GRAIL are waived for 30 months following the distribution date under the amended supply and commercialization agreement.

Jun 27, 2024 8-K

Illumina 8-K/A Report, Exit or Disposal Costs (Jun 27, 2024)

Illumina, Inc. filed this Current Report on June 27, 2024 to disclose its determination of certain estimates related to impairment charges it may incur in connection with the Spin-Off, which was described in the company's earlier Current Report filed June 3, 2024 on costs associated with exit or disposal activities. The filing states that the Company's impairment testing of goodwill and non-amortizing in-process research and development (IPR&D) led it to estimate a second-quarter 2024 goodwill impairment charge of $1,466 million, which is the full remaining carrying value of goodwill related to GRAIL as of March 31, 2024. The Company also estimates a second-quarter 2024 impairment charge of $420 million for the GRAIL IPR&D intangible asset. According to the filing, Illumina does not expect any material future cash expenditures related to these impairments. Both charges will be excluded from the Company's non-GAAP financial metrics, so investors reviewing adjusted results should expect them to affect GAAP results in the second quarter of 2024 without changing the non-GAAP presentation.

Jun 27, 2024 8-K

Illumina 8-K Report, Material Agreement (Jun 24, 2024)

On June 24, 2024, Illumina, Inc. (ILMN) completed the spin-off of GRAIL, Inc. by distributing approximately 85.5% of GRAIL's outstanding shares to Illumina stockholders at one share of GRAIL common stock for every six shares of Illumina common stock held as of the June 13, 2024 record date. Illumina retained a 14.5% ownership interest in GRAIL, and the spin-off was made without any payment or exchange of shares by stockholders. GRAIL began regular way trading on Nasdaq under the ticker "GRAL" on June 25, 2024. In connection with the spin-off, Illumina entered into a Separation and Distribution Agreement, Tax Matters Agreement, Employee Matters Agreement, Stockholder and Registration Rights Agreement, and a Fourth Amendment to the Amended and Restated Supply and Commercialization Agreement with GRAIL, all dated June 21, 2024. Fractional GRAIL shares were not distributed; they are being aggregated, sold in the open market, and the net proceeds distributed pro rata in cash. The filing states that U.S. shareholders generally should not recognize gain or loss on the distribution, except for cash received in lieu of fractional shares. The press release furnished with the filing notes that Illumina's credit facility, a 364-day delayed draw senior unsecured term loan of up to $750 million entered June 17, 2024 and fully drawn June 20, 2024, was used with balance sheet cash to fund cash to GRAIL's balance sheet. The current borrowing rate is approximately 6.70%. Illumina will report second quarter 2024 results on August 6, 2024 and host a Strategy Update on August 13, 2024.

Jun 24, 2024 8-K

Illumina 8-K Report, Material Agreement (Jun 17, 2024)

On June 17, 2024, Illumina, Inc. entered into a 364-day delayed draw credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, providing a senior unsecured term loan credit facility of up to $750 million. The facility is tied to the company's planned divestment of GRAIL, LLC, and proceeds may be used to fund cash to GRAIL's balance sheet in connection with the GRAIL Transactions. Borrowings bear interest at a variable rate based on either term SOFR or the alternate base rate, plus an applicable rate tied to the company's debt rating, with a 0.10% per annum credit spread adjustment on term SOFR loans. The current borrowing rate is approximately 6.70%. The facility can be drawn at any time before the earliest of termination of the GRAIL definitive agreement, consummation of the GRAIL Transactions without funding, May 5, 2025 if the GRAIL Transactions have not occurred by then, or the company's termination notice. As of the filing date no borrowings were outstanding, but the facility is expected to be drawn in full on June 20, 2024, with maturity and repayment due on June 19, 2025. The agreement includes a maximum total leverage ratio financial covenant and operating covenants limiting subsidiary indebtedness, liens, fundamental changes, and asset dispositions, and the company may prepay or terminate commitments without premium other than customary breakage costs.

Jun 17, 2024 8-K

Illumina 8-K/A Report, Corporate Update (Jun 6, 2024)

Illumina, Inc. (ILMN) filed this Form 8-K/A to clarify trading dates tied to the previously announced separation of GRAIL, LLC. Illumina's board approved a spin-off in which Illumina will distribute at least 85.5% of GRAIL's common stock to Illumina shareholders as a pro rata dividend. The Distribution is expected to be effective at 12:01 A.M. New York City time on June 24, 2024 (the Distribution Date). The filing sets out the trading mechanics around the Distribution. Beginning on or about June 12, 2024, GRAIL common stock is expected to trade on a when-issued basis on Nasdaq under the ticker "GRALV" through the Distribution Date. GRAIL is expected to begin regular-way trading under "GRAL" on Tuesday, June 25, 2024, the first trading day after the Distribution Date. During the same period, Illumina common stock will trade in two markets. Shares trading regular way under "ILMN" will carry an entitlement to the GRAIL shares being distributed, while shares trading ex-distribution under "ILMNV" will not. From June 25, 2024, the two-market structure ends and Illumina continues to trade as "ILMN".

Jun 6, 2024 8-K

Illumina 8-K Report, Exit or Disposal Costs (Jun 3, 2024)

On June 3, 2024, Illumina, Inc. disclosed that its board of directors approved the separation (the "Spin-Off") of GRAIL, including the timing and details of the distribution of at least 85.5% of GRAIL's common stock to Illumina shareholders as a pro rata dividend. The Distribution is expected to be effective at 12:01 a.m. New York City time on June 24, 2024, with GRAIL expected to begin "regular way" trading on the Nasdaq Global Select Market on June 25, 2024 under the ticker "GRAL." Immediately before the Spin-Off, GRAIL, LLC will convert into a Delaware corporation and be renamed GRAIL, Inc. Illumina holders will receive one share of GRAIL common stock for every six shares of Illumina common stock held at the close of business on June 13, 2024, the record date. Shareholders who sell Illumina shares regular way on or before the Distribution Date will also sell their right to receive GRAIL stock, so investors are encouraged to consult financial advisors. Stockholders are not required to vote or pay any consideration, and the Distribution is subject to satisfaction or waiver of conditions described in GRAIL's Form 10 registration statement. Illumina estimates incremental charges of approximately $35 to $50 million related to the Spin-Off, primarily cash expenditures for legal and advisory fees, mostly in the second quarter of 2024 and substantially all by the third quarter of 2024. The board's approval is a potential indicator of impairment in the second quarter of 2024, which could trigger an interim goodwill impairment test; the company cannot yet estimate any impairment charge and will amend this filing if one is recognized. As of March 31, 2024, GRAIL-related balances included goodwill of $1,466 million, non-amortizing in-process R&D of $561 million, and net amortizing intangible assets of $2,092 million.

Jun 3, 2024 8-K

Illumina 8-K Report, Shareholder Vote Results (May 20, 2024)

Illumina, Inc. filed this Form 8-K to report the results of its 2024 annual meeting of stockholders, held on May 16, 2024. Stockholders present in person or by proxy, representing 141,833,073 shares of common stock, voted on three proposals, and all three were approved. Stockholders elected all eleven director nominees to serve one-year terms until the 2025 annual meeting. Each nominee received more votes for than against, though the margins varied. Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 29, 2024, with 133,843,089 votes for, 6,822,753 against and 1,167,231 abstaining. In an advisory vote, stockholders approved the compensation paid to the company's named executive officers as disclosed in the proxy statement, with 113,511,456 votes for, 16,719,619 against and 1,063,352 abstaining. Broker non-votes were 10,538,646 on the director and say-on-pay proposals.

May 20, 2024