Document and Entity Information
Document and Entity Information - shares shares in Millions | 9 Months Ended | |
Sep. 27, 2015 | Oct. 08, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Illumina Inc | |
Entity Central Index Key | 1,110,803 | |
Current Fiscal Year End Date | --01-03 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 27, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 146.4 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 551,529 | $ 636,154 |
Short-term investments | 887,877 | 702,217 |
Accounts receivable, net | 413,474 | 289,458 |
Inventory | 233,781 | 191,144 |
Deferred tax assets, current portion | 43,737 | 40,786 |
Prepaid expenses and other current assets | 80,030 | 29,844 |
Total current assets | 2,210,428 | 1,889,603 |
Property and equipment, net | 308,722 | 265,264 |
Goodwill | 756,687 | 724,904 |
Intangible assets, net | 286,346 | 314,500 |
Deferred tax assets, long-term portion | 86,827 | 49,848 |
Other assets | 84,538 | 95,521 |
Total assets | 3,733,548 | 3,339,640 |
Current liabilities: | ||
Accounts payable | 123,432 | 82,626 |
Accrued liabilities | 358,259 | 335,276 |
Long-term debt, current portion | 102,166 | 304,256 |
Total current liabilities | 583,857 | 722,158 |
Long-term debt | 1,007,935 | 986,780 |
Other long-term liabilities | 173,061 | 167,904 |
Redeemable noncontrolling interests | 32,128 | 0 |
Stockholders’ equity: | ||
Common stock | 1,849 | 1,805 |
Additional paid-in capital | 2,454,876 | 2,172,940 |
Accumulated other comprehensive income (loss) | 1,040 | (1,080) |
Retained earnings | 918,288 | 561,206 |
Treasury stock, at cost | (1,439,486) | (1,272,073) |
Total stockholders’ equity | 1,936,567 | 1,462,798 |
Total liabilities and stockholders’ equity | $ 3,733,548 | $ 3,339,640 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Revenue: | ||||
Product revenue | $ 470,824 | $ 416,163 | $ 1,392,711 | $ 1,169,182 |
Service and other revenue | 79,447 | 64,467 | 235,503 | 179,797 |
Total revenue | 550,271 | 480,630 | 1,628,214 | 1,348,979 |
Cost of revenue: | ||||
Cost of product revenue | 120,954 | 113,103 | 360,037 | 338,851 |
Cost of service and other revenue | 29,590 | 23,909 | 94,289 | 68,598 |
Amortization of acquired intangible assets | 12,188 | 9,677 | 34,957 | 28,757 |
Total cost of revenue | 162,732 | 146,689 | 489,283 | 436,206 |
Gross profit | 387,539 | 333,941 | 1,138,931 | 912,773 |
Operating expense: | ||||
Research and development | 99,226 | 85,082 | 287,180 | 245,108 |
Selling, general and administrative | 136,648 | 119,888 | 377,406 | 344,110 |
Legal contingencies | 15,000 | 7,705 | 15,000 | 7,705 |
Headquarter relocation | (5,226) | 870 | (3,047) | 4,357 |
Acquisition related expense (gain), net | 1,109 | 903 | (6,449) | (335) |
Total operating expense | 246,757 | 214,448 | 670,090 | 600,945 |
Income from operations | 140,782 | 119,493 | 468,841 | 311,828 |
Other income (expense): | ||||
Interest income | 2,767 | 534 | 5,804 | 2,954 |
Interest expense | (12,821) | (10,987) | (35,190) | (30,652) |
Cost-method investment gain, net | 2,900 | 4,427 | 15,482 | 4,427 |
Other expense, net | (4,711) | (1,024) | (6,802) | (31,860) |
Total other expense, net | (11,865) | (7,050) | (20,706) | (55,131) |
Income before income taxes | 128,917 | 112,443 | 448,135 | 256,697 |
Provision for income taxes | 13,296 | 18,954 | 93,609 | 56,626 |
Consolidated net income | 115,621 | 93,489 | 354,526 | 200,071 |
Add: Net loss attributable to noncontrolling interests | 2,556 | 0 | 2,556 | 0 |
Net income attributable to Illumina stockholders | $ 118,177 | $ 93,489 | $ 357,082 | $ 200,071 |
Earnings per share attributable to Illumina stockholders: | ||||
Basic (in dollars per share) | $ 0.81 | $ 0.66 | $ 2.47 | $ 1.50 |
Diluted (in dollars per share) | $ 0.79 | $ 0.63 | $ 2.39 | $ 1.34 |
Shares used in computing earnings per common share: | ||||
Basic (in shares) | 145,349 | 141,142 | 144,447 | 133,290 |
Diluted (in shares) | 149,672 | 147,512 | 149,108 | 149,084 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Consolidated net income | $ 115,621 | $ 93,489 | $ 354,526 | $ 200,071 |
Unrealized gain (loss) on available-for-sale securities, net of deferred tax | 441 | (972) | 2,120 | (873) |
Total consolidated comprehensive income | 116,062 | 92,517 | 356,646 | 199,198 |
Add: Comprehensive loss attributable to noncontrolling interests | 2,556 | 0 | 2,556 | 0 |
Comprehensive income attributable to Illumina stockholders | $ 118,618 | $ 92,517 | $ 359,202 | $ 199,198 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 27, 2015 | Sep. 28, 2014 | |
Cash flows from operating activities: | ||
Consolidated net income | $ 354,526 | $ 200,071 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation expense | 52,774 | 44,783 |
Amortization of intangible assets | 40,884 | 37,839 |
Share-based compensation expense | 97,104 | 114,089 |
Accretion of debt discount | 29,828 | 27,989 |
Loss on extinguishment of debt | 3,737 | 31,360 |
Incremental tax benefit related to share-based compensation | (121,703) | (102,639) |
Deferred income taxes | 83,679 | 30,428 |
Change in fair value of contingent consideration | (6,449) | (2,958) |
Change in estimated cease-use loss | (3,047) | 4,357 |
Cost-method investment gain, net | (15,482) | (4,427) |
Other | 5,488 | 6,369 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (121,309) | (37,733) |
Inventory | (43,598) | (44,693) |
Prepaid expenses and other current assets | (4,982) | (20,152) |
Other assets | (428) | (5,262) |
Accounts payable | 49,532 | 14,748 |
Accrued liabilities | 8,884 | 40,598 |
Accrued legal contingencies | 15,000 | 22,147 |
Other long-term liabilities | (5,220) | 3,808 |
Net cash provided by operating activities | 419,218 | 360,722 |
Cash flows from investing activities: | ||
Purchases of available-for-sale securities | (713,862) | (428,700) |
Sales of available-for-sale securities | 335,351 | 324,554 |
Maturities of available-for-sale securities | 189,929 | 118,229 |
Net cash paid for acquisitions | (35,226) | (3,285) |
Net sales proceeds from (purchases of) strategic investments | (4,100) | (6,755) |
Purchases of property and equipment | (107,361) | (71,164) |
Cash paid for intangible assets | (275) | (6,720) |
Net cash used in investing activities | (335,544) | (73,841) |
Cash flows from financing activities: | ||
Payments on financing obligations | (216,207) | (29,880) |
Payments on acquisition related contingent consideration liability | (1,500) | 0 |
Proceeds from issuance of convertible notes | 0 | 1,132,378 |
Repurchases of convertible notes | 0 | (1,244,721) |
Incremental tax benefit related to share-based compensation | 121,703 | 102,639 |
Common stock repurchases | (72,256) | (202,431) |
Taxes paid related to net share settlement of equity awards | (95,157) | (9,668) |
Proceeds from issuance of common stock | 65,668 | 84,733 |
Contributions from noncontrolling interest owners | 32,128 | 0 |
Net cash used in financing activities | (165,621) | (166,950) |
Effect of exchange rate changes on cash and cash equivalents | (2,678) | (1,673) |
Net (decrease) increase in cash and cash equivalents | (84,625) | 118,258 |
Cash and cash equivalents at beginning of period | 636,154 | 711,637 |
Cash and cash equivalents at end of period | $ 551,529 | $ 829,895 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 27, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Interim financial results are not necessarily indicative of results anticipated for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2014 , from which the balance sheet information herein was derived. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expense, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates. The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, majority-owned or controlled companies, and variable interest entities (VIEs) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. In management’s opinion, the accompanying financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented. The Company evaluates its ownership, contractual and other interests in entities that are not wholly-owned by the Company to determine if these entities are VIEs, and, if so, whether the Company is the primary beneficiary of the VIE. In determining whether the Company is the primary beneficiary of a VIE and is therefore required to consolidate the VIE, the Company applies a qualitative approach that determines whether it has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in the consolidation or deconsolidation, as the case may be. Redeemable Noncontrolling Interests Noncontrolling interests represent the portion of equity (net assets) in an entity that is not wholly-owned by the Company that is not attributable, directly or indirectly, to the Company. Noncontrolling interests with embedded redemption features, such as put rights, that are not solely within the Company’s control are considered redeemable noncontrolling interests. Redeemable noncontrolling interests are presented outside of stockholders’ equity on the condensed consolidated balance sheets. Fiscal Year The Company’s fiscal year consists of 52 or 53 weeks ending the Sunday closest to December 31, with quarters of 13 or 14 weeks ending the Sunday closest to March 31, June 30, September 30, and December 31. The three and nine months ended September 27, 2015 and September 28, 2014 were both 13 and 39 weeks, respectively. Significant Accounting Policies During the three and nine months ended September 27, 2015 , there have been no changes in to the Company’s significant accounting policies as described in the Annual Report on Form 10-K for the fiscal year ended December 28, 2014 . Recent Accounting Pronouncements In February 2015, the Financial Accounting Standards Board issued Accounting Standard Update (ASU) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The new standard modifies current guidance on consolidation under the variable interest model and the voting model. ASU 2015-02 will be effective for the Company beginning in the first quarter of 2016. The Company is currently evaluating the impact of ASU 2015-02 on its consolidated financial statements. In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers . The new standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for the Company beginning in the first quarter of 2018 and allows for a full retrospective or a modified retrospective adoption approach. The Company is currently evaluating the impact of ASU 2014-09 on its consolidated financial statements. Earnings per Share Basic earnings per share is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of shares issuable under convertible senior notes, equity awards, and warrants. Convertible senior notes have a dilutive impact when the average market price of the Company’s common stock exceeds the applicable conversion price of the respective notes. Potentially dilutive common shares from equity awards and warrants are determined using the average share price for each period under the treasury stock method. In addition, the following amounts are assumed to be used to repurchase shares: proceeds from exercise of equity awards and warrants; the average amount of unrecognized compensation expense for equity awards; and estimated tax benefits that will be recorded in additional paid-in capital when expenses related to equity awards become deductible. In loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common shares become anti-dilutive and are therefore excluded. The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings per share (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, Weighted average shares outstanding 145,349 141,142 144,447 133,290 Effect of potentially dilutive common shares from: Convertible senior notes 1,670 1,972 2,013 3,967 Equity awards 2,653 4,124 2,648 4,367 Warrants — 274 — 7,460 Weighted average shares used in calculation of diluted earnings per share 149,672 147,512 149,108 149,084 Potentially dilutive shares excluded from calculation due to anti-dilutive effect 13 54 7 112 |
Balance Sheet Account Details
Balance Sheet Account Details | 9 Months Ended |
Sep. 27, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Account Details | Balance Sheet Account Details Short-Term Investments The following is a summary of short-term investments (in thousands): September 27, 2015 December 28, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale securities: Debt securities in government sponsored entities $ 32,962 $ 12 $ (1 ) $ 32,973 $ 51,308 $ 10 $ (55 ) $ 51,263 Corporate debt securities 608,622 193 (952 ) 607,863 502,924 46 (2,882 ) 500,088 U.S. Treasury securities 246,671 374 (4 ) 247,041 151,255 5 (394 ) 150,866 Total available-for-sale securities $ 888,255 $ 579 $ (957 ) $ 887,877 $ 705,487 $ 61 $ (3,331 ) $ 702,217 Realized gains and losses are determined based on the specific identification method and are reported in interest income. Contractual maturities of available-for-sale debt securities as of September 27, 2015 were as follows (in thousands): Estimated Fair Value Due within one year $ 390,385 After one but within five years 497,492 Total $ 887,877 Cost-Method Investments As of September 27, 2015 and December 28, 2014 , the aggregate carrying amounts of the Company’s cost-method investments in non-publicly traded companies were $54.7 million and $37.2 million , respectively, included in other assets. Revenue recognized from transactions with such companies were $16.1 million and $47.3 million , respectively, for the three and nine months ended September 27, 2015 and $14.7 million and $31.4 million , respectively, for the three and nine months ended September 28, 2014 . During the nine months ended September 27, 2015 , the Company recognized gains on dispositions of cost-method investments of $18.0 million . During the nine months ended September 28, 2014, the Company recognized a gain of $4.4 million associated with additional proceeds received for a cost-method investment sold in a prior period. The Company’s cost-method investments are assessed for impairment quarterly. The Company determines that it is not practicable to estimate the fair value of its cost-method investments on a regular basis and does not reassess the fair value of cost-method investments if there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investments. No material impairment loss was recorded during the three and nine months ended September 27, 2015 or September 28, 2014 . Inventory Inventory consists of the following (in thousands): September 27, December 28, Raw materials $ 84,136 $ 73,179 Work in process 114,848 94,102 Finished goods 34,797 23,863 Total inventory $ 233,781 $ 191,144 Goodwill The Company tests the carrying value of goodwill in accordance with accounting rules on impairment of goodwill, which require the Company to estimate the fair value of the reporting unit annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment is required. The Company performed its annual assessment for goodwill impairment in the second quarter of 2015 , noting no impairment. Changes in the Company’s goodwill balance during the nine months ended September 27, 2015 are as follows (in thousands): Goodwill Balance as of December 28, 2014 $ 724,904 Current period acquisitions 31,783 Balance as of September 27, 2015 $ 756,687 Derivatives The Company is exposed to foreign exchange rate risks in the normal course of business. The Company enters into foreign exchange contracts to manage foreign currency risks related to monetary assets and liabilities that are denominated in currencies other than the U.S. dollar. These foreign exchange contracts are carried at fair value in other assets or other liabilities and are not designated as hedging instruments. Changes in the value of the derivative are recognized in other expense, net, along with the remeasurement gain or loss on the foreign currency denominated assets or liabilities. As of September 27, 2015 , the Company had foreign exchange forward contracts in place to hedge exposures in the euro, Japanese yen, and Australian dollar. As of September 27, 2015 and December 28, 2014 , the total notional amounts of outstanding forward contracts in place for foreign currency purchases were $61.3 million and $61.0 million , respectively. Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 27, December 28, Accrued compensation expenses $ 107,209 $ 112,606 Deferred revenue, current portion 84,432 75,294 Acquisition related contingent liability, current portion 36,175 44,124 Accrued taxes payable 29,457 38,942 Customer deposits 28,783 20,274 Reserve for product warranties 17,933 15,616 Accrued legal contingencies 15,000 — Other 39,270 28,420 Total accrued liabilities $ 358,259 $ 335,276 Warranties The Company generally provides a one -year warranty on instruments. Additionally, the Company provides a warranty on consumables through the expiration date, which generally ranges from six to twelve months after the manufacture date. At the time revenue is recognized, the Company establishes an accrual for estimated warranty expenses based on historical experience as well as anticipated product performance. The Company periodically reviews its warranty reserve for adequacy and adjusts the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue. Changes in the Company’s reserve for product warranties during the three and nine months ended September 27, 2015 and September 28, 2014 are as follows (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, Balance at beginning of period $ 16,365 $ 13,000 $ 15,616 $ 10,407 Additions charged to cost of product revenue 6,916 6,803 20,737 16,616 Repairs and replacements (5,348 ) (5,370 ) (18,420 ) (12,590 ) Balance at end of period $ 17,933 $ 14,433 $ 17,933 $ 14,433 Leases Changes in the Company’s facility exit obligation related to its former headquarters lease during the three and nine months ended September 27, 2015 and September 28, 2014 are as follows (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, Balance at beginning of period $ 36,677 $ 38,480 $ 37,700 $ 38,218 Adjustment to facility exit obligation (5,935 ) 57 (5,278 ) 2,065 Accretion of interest expense 590 666 1,926 1,948 Cash payments (1,539 ) (1,153 ) (4,555 ) (4,181 ) Balance at end of period $ 29,793 $ 38,050 $ 29,793 $ 38,050 On December 30, 2014, the Company entered into a lease agreement with an affiliate of Biomed Realty Trust, Inc. (BMR) for certain office buildings in Foster City, California. Minimum lease payments during the initial term of 16 years are estimated to be $204.0 million . On June 25, 2015, the Company entered into a lease agreement with another affiliate of BMR for an office building near Cambridge, England. Minimum lease payments during the initial term of 20 years are estimated to be approximately $147.9 million . One of our Board members also serves on the Board of BMR. On March 12, 2015, the Company entered into an amendment of its headquarter lease for additional rental square footage, which is expected to increase its minimum lease payments by $44.1 million over 15 years . Investment in Helix In July 2015, the Company obtained a 50% voting equity ownership interest in Helix Holdings I, LLC (Helix), a limited liability company formed with unrelated third party investors to pursue the development and commercialization of a marketplace for consumer genomics. The Company determined that Helix is a variable interest entity as the group of holders of at risk equity investments lacks the power to direct the activities of Helix that most significantly impact Helix’s economic performance. Additionally, the Company determined that it has (a) unilateral power over one of the activities that most significantly impacts the economic performance of Helix through its contractual arrangements and no one individual party has unilateral power over the remaining significant activities of Helix and (b) the obligation to absorb losses of and the right to receive benefits from Helix that are potentially significant to Helix. As a result, the Company is deemed to be the primary beneficiary of Helix and is required to consolidate Helix. The assets and liabilities of Helix are not significant to the Company’s financial position. Helix has an immaterial impact on the Company’s consolidated statements of operations and cash flows. The Company has not provided financing to Helix outside its contractual arrangements, which include the contributions of certain perpetual licenses, instruments, intangibles, initial laboratory setup, and discounted supply terms in exchange for voting equity interests in Helix. Such contributions are recorded at their historical basis as they remain within the control of the Company. Helix is financed through cash contributions made by the third party investors in exchange for voting equity interests in Helix. Redeemable Noncontrolling Interests The noncontrolling interests in Helix contain a contingent put right exercisable by certain noncontrolling Helix investors that may require the Company to redeem all noncontrolling interests in cash at the then approximate fair market value. The fair value of the redeemable noncontrolling interests is considered a Level 3 instrument. Such redemption right is exercisable at the option of certain noncontrolling interest holders provided that a bona fide pursuit of the sale of Helix has occurred, and after the fifth anniversary of either January 1, 2016, or the date that Helix begins processing samples for commercial operations, whichever is earlier. As such, the redeemable noncontrolling interests in Helix are classified outside of stockholders’ equity on the consolidated balance sheet. The balance of the redeemable noncontrolling interests is reported at the greater of its carrying value after receiving its allocation of Helix’s profits and losses or its estimated redemption value at each reporting date. As of September 27, 2015, the noncontrolling shareholders and Illumina each held 50% of Helix’s outstanding equity interests. The activity of the redeemable noncontrolling interests during the three months ended September 27, 2015 is as follows (in thousands): Redeemable Noncontrolling Interests Balance as of June 28, 2015 $ — Cash contributions 54,167 Amount held in escrow by third party (22,039 ) Net loss attributable to noncontrolling interests (2,556 ) Adjustment up to the redemption value 2,556 Balance as of September 27, 2015 $ 32,128 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 27, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company’s hierarchy for assets and liabilities measured at fair value on a recurring basis as of September 27, 2015 and December 28, 2014 (in thousands): September 27, 2015 December 28, 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (cash equivalents) $ 185,885 $ — $ — $ 185,885 $ 431,172 $ — $ — $ 431,172 Debt securities in government-sponsored entities — 32,973 — 32,973 — 51,263 — 51,263 Corporate debt securities — 607,862 — 607,862 — 500,088 — 500,088 U.S. Treasury securities 247,041 — — 247,041 150,866 — — 150,866 Deferred compensation plan assets — 25,382 — 25,382 — 23,486 — 23,486 Total assets measured at fair value $ 432,926 $ 666,217 $ — $ 1,099,143 $ 582,038 $ 574,837 $ — $ 1,156,875 Liabilities: Acquisition related contingent consideration liabilities $ — $ — $ 36,175 $ 36,175 $ — $ — $ 44,124 $ 44,124 Deferred compensation liability — 24,086 — 24,086 — 20,310 — 20,310 Total liabilities measured at fair value $ — $ 24,086 $ 36,175 $ 60,261 $ — $ 20,310 $ 44,124 $ 64,434 The Company holds available-for-sale securities that consist of highly liquid, investment grade debt securities. The Company considers information provided by the Company’s investment accounting and reporting service provider in the measurement of fair value of its debt securities. The investment service provider provides valuation information from an industry-recognized valuation service. Such valuations may be based on trade prices in active markets for identical assets or liabilities (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. The Company’s deferred compensation plan assets consist primarily of investments in life insurance contracts carried at cash surrender value, which reflects the net asset value of the underlying publicly traded mutual funds. The Company performs control procedures to corroborate the fair value of its holdings, including comparing valuations obtained from its investment service provider to valuations reported by the Company’s asset custodians, validation of pricing sources and models, and review of key model inputs if necessary. At September 27, 2015 , the fair value of the contingent consideration liabilities consisted primarily of amounts related to the 2013 Verinata Health, Inc. acquisition. The Company reassesses the fair value of contingent consideration to be settled in cash related to its acquisitions on a quarterly basis using the income approach. Assumptions used to estimate the acquisition date fair value of the contingent consideration include discount rates ranging from 6% to 20% , volatility of 50% , risk-free rate of 0.26% , revenue projections, and the probability of achieving regulatory milestones. This fair value measurement of the contingent consideration is based on significant inputs not observed in the market and thus represents a Level 3 measurement. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. The changes in the fair value of the contingent considerations during the three and nine months ended September 27, 2015 were due to changes in the estimated payments. Changes in estimated fair value of contingent consideration liabilities during the nine months ended September 27, 2015 are as follows (in thousands): Contingent Consideration Liability (Level 3 Measurement) Balance as of December 28, 2014 $ 44,124 Change in estimated fair value, recorded in acquisition related expense (gain), net (6,449 ) Cash payments (1,500 ) Balance as of September 27, 2015 $ 36,175 |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 27, 2015 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes As of September 27, 2015 , the Company had outstanding $104.2 million in principal amount of 0.25% convertible senior notes due March 15, 2016 (2016 Notes), $632.5 million in principal amount of 0% convertible senior notes due June 15, 2019 (2019 Notes), and $517.5 million in principal amount of 0.5% convertible senior notes due June 15, 2021 (2021 Notes). 0% Convertible Senior Notes due 2019 and 0.5% Convertible Senior Notes due 2021 In June 2014, the Company issued $632.5 million aggregate principal amount of 2019 Notes and $517.5 million aggregate principal amount of 2021 Notes. The Company used the net proceeds plus cash on hand to repurchase a portion of the outstanding 2016 Notes in privately negotiated transactions concurrently with the issuance of the 2019 and 2021 Notes. The 2019 Notes carry no coupon interest. The Company pays 0.5% interest per annum on the principal amount of the 2021 Notes, payable semiannually in arrears in cash on June 15 and December 15 of each year. The 2019 and 2021 Notes mature on June 15, 2019 and June 15, 2021 , respectively, and the implied estimated effective rates of the liability components of the Notes were 2.9% and 3.5% , respectively, assuming no conversion. Assumptions used in the estimate represent what market participants would use in pricing the liability component, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rates were applied to the 2019 and 2021 Notes, which resulted in a fair value of the liability component in aggregate of $971.5 million upon issuance, calculated as the present value of implied future payments based on the $1,150.0 million aggregate principal amount. The $161.2 million difference between the cash proceeds of $1,132.7 million and the estimated fair value of the liability component was recorded in additional paid-in capital as the 2019 and 2021 Notes are not considered redeemable. Both the 2019 and 2021 Notes will be convertible into cash, shares of common stock, or a combination of cash and shares of common stock, at the Company's election, based on an initial conversion rate, subject to adjustment, of 3.9318 shares per $1,000 principal amount of the notes (which represents an initial conversion price of approximately $254.34 per share), only in the following circumstances and to the following extent: (1) during the five business-day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per 2019 and 2021 Note for each day of such measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such day; (2) during any calendar quarter (and only during that quarter) after the calendar quarter ending September 30, 2014, if the last reported sale price of the Company’s common stock for 20 or more trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter; (3) upon the occurrence of specified events described in the indenture for the 2019 and 2021 Notes; and (4) at any time on or after March 15, 2019 for the 2019 Notes, or March 15, 2021 for the 2021 Notes, through the second scheduled trading day immediately preceding the maturity date . As noted in the indentures for the 2019 and 2021 Notes, it is the Company’s intent and policy to settle conversions through combination settlement, which essentially involves repayment of an amount of cash equal to the “principal portion” and delivery of the “share amount” in excess of the conversion value over the principal portion in shares of common stock. As a policy election under applicable guidance related to the calculation of diluted net income per share, the Company elected the combination settlement method as its stated settlement policy and applied the treasury stock method in the calculation of the potential dilutive impact of the 2019 and 2021 Notes. Neither the 2019 nor the 2021 Notes were convertible as of September 27, 2015 and had no dilutive impact during the three and nine months ended September 27, 2015 . If the 2019 and 2021 Notes were converted as of September 27, 2015 , the if-converted value would not exceed the principal amount. 0.25% Convertible Senior Notes due 2016 In 2011, the Company issued $920.0 million aggregate principal amount of 2016 Notes. The Company pays 0.25% interest per annum on the principal amount of the 2016 Notes semiannually in arrears in cash on March 15 and September 15 of each year. The 2016 Notes mature on March 15, 2016 . The effective rate of the liability component was estimated to be 4.5% . The 2016 Notes are convertible into cash, shares of common stock, or a combination of cash and shares of common stock, at the Company’s election, based on an initial conversion rate, subject to adjustment, of 11.9687 shares per $1,000 principal amount of the 2016 Notes (which represents an initial conversion price of approximately $83.55 per share), only in the following circumstances and to the following extent: (1) during the five business-day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per 2016 Note for each day of such measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such day; (2) during any calendar quarter (and only during that quarter) after the calendar quarter ending March 31, 2011, if the last reported sale price of the Company’s common stock for 20 or more trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter; (3) upon the occurrence of specified events described in the indenture for the 2016 Notes; and (4) at any time on or after December 15, 2015 through the second scheduled trading day immediately preceding the maturity date. Based upon meeting the stock trading price conversion requirement during the three months ended March 30, 2014, the 2016 Notes became convertible on April 1, 2014 and will continue to be convertible through March 11, 2016 . In conjunction with the issuance of the 2019 and 2021 Notes, the Company used the net proceeds from the issuance plus cash on hand to repurchase $600.0 million in principal amount of the outstanding 2016 Notes in privately negotiated transactions. The aggregate cash used for the repurchase was $1,244.7 million . The repurchase is accounted for as an extinguishment of debt and resulted in a $31.4 million loss for the difference between the $588.8 million fair value of debt component and the carrying value of the repurchased 2016 Notes. The $655.9 million of the repurchase price allocated to the equity component was recorded as a reduction of additional paid-in capital. As noted in the indenture for the 2016 Notes, it is the Company’s intent and policy to settle conversions through combination settlement, which essentially involves repayment of an amount of cash equal to the “principal portion” and delivery of the “share amount” in excess of the conversion value over the principal portion in shares of common stock. As a policy election under applicable guidance related to the calculation of diluted net income per share, the Company elected the combination settlement method as its stated settlement policy and applied the treasury stock method in the calculation of the dilutive impact of the 2016 Notes. The calculation of dilutive potential common shares outstanding for the three and nine months ended September 27, 2015 reflects the dilutive impact from the 2016 Notes. If the remaining 2016 Notes were converted as of September 27, 2015 , the if-converted value would exceed the principal amount by $141.2 million . During the nine months ended September 27, 2015 , the Company recorded a loss on extinguishment of debt calculated as the difference between the estimated fair value of the debt and the carrying value of the notes as of the settlement date. To measure the fair value of the converted notes as of the settlement date, the applicable interest rate was estimated using Level 2 observable inputs and applied to the converted notes using the same methodology as in the issuance date valuation. The following table summarizes information about the conversion of the 2016 Notes during the nine months ended September 27, 2015 (in thousands, except percentage): 2016 Notes Cash paid for principal of notes converted $ 215,859 Conversion value over principal amount paid in shares of common stock $ 320,868 Number of shares of common stock issued upon conversion 1,564 Loss on extinguishment of debt $ 3,737 Effective interest rate used to measure fair value of converted notes upon conversion 1.2% - 1.4% Summary of Convertible Senior Notes The following table summarizes information about the equity and liability components of all convertible senior notes outstanding as of the period reported (dollars in thousands). The fair values of the respective notes outstanding were measured based on quoted market prices. September 27, December 28, Principal amount of convertible notes outstanding $ 1,254,168 $ 1,470,027 Unamortized discount of liability component (144,067 ) (178,991 ) Net carrying amount of liability component 1,110,101 1,291,036 Less: current portion (102,166 ) (304,256 ) Long-term debt $ 1,007,935 $ 986,780 Carrying value of equity component, net of debt issuance cost $ 213,897 $ 215,283 Fair value of outstanding notes $ 1,506,257 $ 2,021,750 Weighted-average remaining amortization period of discount on the liability component 4.8 years 5.2 years |
Share-based Compensation Expens
Share-based Compensation Expense | 9 Months Ended |
Sep. 27, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation Expense | Share-based Compensation Expense Share-based compensation expense for all stock awards consists of the following (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, Cost of product revenue $ 2,567 $ 2,572 $ 7,012 $ 6,816 Cost of service and other revenue 498 311 1,243 880 Research and development 9,098 14,589 31,152 39,043 Selling, general and administrative 20,066 27,197 57,697 67,350 Share-based compensation expense before taxes 32,229 44,669 97,104 114,089 Related income tax benefits (9,876 ) (14,852 ) (28,304 ) (37,103 ) Share-based compensation expense, net of taxes $ 22,353 $ 29,817 $ 68,800 $ 76,986 The assumptions used for the specified reporting periods and the resulting estimates of weighted-average fair value per share for stock purchased under the Employee Stock Purchase Plan (ESPP) during the nine months ended September 27, 2015 are as follows: Employee Stock Purchase Rights Risk-free interest rate 0.07% - 0.33% Expected volatility 29% - 38% Expected term 0.5 - 1.0 year Expected dividends — Weighted-average fair value per share $ 53.92 As of September 27, 2015 , approximately $198.8 million of unrecognized compensation cost related to stock options, restricted stock, and ESPP shares granted to date is expected to be recognized over a weighted-average period of approximately 2.3 years . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 27, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity During the nine months ended September 27, 2015 , the Company’s stockholders approved the 2015 Stock and Incentive Compensation Plan (the 2015 Stock Plan), which replaced both the 2005 Stock and Incentive Plan and the 2008 Verinata Health Stock Plan, and increased the maximum number of shares of common stock authorized for issuance by 2.7 million shares. As of September 27, 2015 , approximately 8.3 million shares remained available for future grants under the 2015 Stock Plan and the 2005 Solexa Equity Plan. Restricted Stock The Company’s restricted stock activity and related information for the nine months ended September 27, 2015 is as follows (units in thousands): Restricted Stock Awards (RSA) Restricted Stock Units (RSU) Performance Stock Units (PSU)(1) Weighted-Average Grant-Date Fair Value per Share RSA RSU PSU Outstanding at December 28, 2014 108 2,841 1,257 $ 56.62 $ 92.35 $ 96.21 Awarded — 119 12 — $ 202.45 $ 204.44 Vested (76 ) (488 ) — $ 60.21 $ 72.71 — Cancelled — (222 ) (123 ) — $ 96.97 $ 97.24 Outstanding at September 27, 2015 32 2,250 1,146 $ 47.93 $ 101.98 $ 97.24 ______________________________________ (1) The number of units reflect the estimated number of shares to be issued at the end of the performance period. Stock Options The Company’s stock option activity under all stock option plans during the nine months ended September 27, 2015 is as follows: Options (in thousands) Weighted-Average Exercise Price Outstanding at December 28, 2014 3,211 $ 34.74 Exercised (1,338 ) $ 28.32 Cancelled (77 ) $ 10.65 Outstanding at September 27, 2015 1,796 $ 40.55 At September 27, 2015 , outstanding options to purchase 1.8 million shares were exercisable with a weighted-average exercise price per share of $40.92 . Employee Stock Purchase Plan The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. During the nine months ended September 27, 2015 , approximately 0.2 million shares were issued under the ESPP. As of September 27, 2015 , there were approximately 14.5 million shares available for issuance under the ESPP. Share Repurchases In January 2014, the Company’s Board of Directors authorized up to $250.0 million to repurchase shares of the Company’s common stock on a discretionary basis. In addition, on May 1, 2015, the Company’s Board of Directors authorized $150.0 million of repurchases under a Rule 10b5-1 plan. During the three months ended September 27, 2015 , 0.2 million shares for $37.5 million were repurchased. During the nine months ended September 27, 2015 , the Company repurchased approximately 0.4 million shares for $72.2 million . Authorizations to repurchase up to an additional $208.1 million of the Company’s common stock remained available as of September 27, 2015 . On October 29, 2015, the Company’s Board of Directors authorized a new discretionary share repurchase program of $250.0 million . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 27, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in tax jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses and other permanent differences between income before income taxes and taxable income. The effective tax rates for the three and nine months ended September 27, 2015 were 10.3% and 20.9% , respectively. For the three and nine months ended September 27, 2015 , the variance from the U.S. federal statutory tax rate of 35% was primarily attributable to a discrete tax benefit of $24.8 million related to the exclusion of stock compensation from prior period cost-sharing charges as a result of a recent tax court opinion in which an unrelated third party was successful in challenging such charges. The variance from the U.S. federal statutory tax rate of 35% was also attributable to the mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the United Kingdom. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 27, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal Proceedings The Company is involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property, employment, and contractual matters. In connection with these matters, the Company assesses, on a regular basis, the probability and range of possible loss based on the developments in these matters. A liability is recorded in the financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. As of September 27, 2015 , the Company had $15.0 million in accrued legal contingencies. Because litigation is inherently unpredictable and unfavorable results could occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews outstanding legal matters to determine the adequacy of the liabilities accrued and related disclosures. The amount of ultimate loss may differ from these estimates. Each matter presents its own unique circumstances, and prior litigation does not necessarily provide a reliable basis on which to predict the outcome, or range of outcomes, in any individual proceeding. Because of the uncertainties related to the occurrence, amount, and range of loss on any pending litigation or claim, the Company is currently unable to predict their ultimate outcome, and, with respect to any pending litigation or claim where no liability has been accrued, to make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. In the event that opposing litigants or claims ultimately succeed at trial and any subsequent appeals on their claims, any potential loss or charges in excess of any established accruals, individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition, results of operations, and/or cash flows in the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods. On November 14, 2014, the Company entered into a Settlement and License Agreement with Syntrix Biosystems, Inc. and its sole shareholders, John A. Zebala and Amy Zebala, that settled all claims in the litigation brought against the Company. On December 2, 2014, the Company and its subsidiary Verinata Health, Inc. entered into a series of agreements with Sequenom, Inc. and several other parties that, among other items, settled a patent litigation among the parties involved. For more detailed discussions on these matters, refer to note “10. Legal Proceedings” in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 28, 2014. |
Basis of Presentation and Sum14
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 27, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. |
Consolidation | The unaudited condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, majority-owned or controlled companies, and variable interest entities (VIEs) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. In management’s opinion, the accompanying financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented. |
Variable Interest Entity | The Company evaluates its ownership, contractual and other interests in entities that are not wholly-owned by the Company to determine if these entities are VIEs, and, if so, whether the Company is the primary beneficiary of the VIE. In determining whether the Company is the primary beneficiary of a VIE and is therefore required to consolidate the VIE, the Company applies a qualitative approach that determines whether it has both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. The Company continuously assesses whether it is the primary beneficiary of a VIE as changes to existing relationships or future transactions may result in the consolidation or deconsolidation, as the case may be. |
Redeemable Noncontrolling Interests | Noncontrolling interests represent the portion of equity (net assets) in an entity that is not wholly-owned by the Company that is not attributable, directly or indirectly, to the Company. Noncontrolling interests with embedded redemption features, such as put rights, that are not solely within the Company’s control are considered redeemable noncontrolling interests. Redeemable noncontrolling interests are presented outside of stockholders’ equity on the condensed consolidated balance sheets. |
Fiscal Year | The Company’s fiscal year consists of 52 or 53 weeks ending the Sunday closest to December 31, with quarters of 13 or 14 weeks ending the Sunday closest to March 31, June 30, September 30, and December 31. The three and nine months ended September 27, 2015 and September 28, 2014 were both 13 and 39 weeks, respectively. |
Recent Accounting Pronouncements | In February 2015, the Financial Accounting Standards Board issued Accounting Standard Update (ASU) 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis . The new standard modifies current guidance on consolidation under the variable interest model and the voting model. ASU 2015-02 will be effective for the Company beginning in the first quarter of 2016. The Company is currently evaluating the impact of ASU 2015-02 on its consolidated financial statements. In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers . The new standard is based on the principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2014-09 will be effective for the Company beginning in the first quarter of 2018 and allows for a full retrospective or a modified retrospective adoption approach. The Company is currently evaluating the impact of ASU 2014-09 on its consolidated financial statements. |
Net Income per Share | Basic earnings per share is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of shares issuable under convertible senior notes, equity awards, and warrants. Convertible senior notes have a dilutive impact when the average market price of the Company’s common stock exceeds the applicable conversion price of the respective notes. Potentially dilutive common shares from equity awards and warrants are determined using the average share price for each period under the treasury stock method. In addition, the following amounts are assumed to be used to repurchase shares: proceeds from exercise of equity awards and warrants; the average amount of unrecognized compensation expense for equity awards; and estimated tax benefits that will be recorded in additional paid-in capital when expenses related to equity awards become deductible. In loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common shares become anti-dilutive and are therefore excluded. |
Goodwill | The Company tests the carrying value of goodwill in accordance with accounting rules on impairment of goodwill, which require the Company to estimate the fair value of the reporting unit annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment is required. The Company performed its annual assessment for goodwill impairment in the second quarter of 2015 , noting no impairment. |
Derivatives | The Company is exposed to foreign exchange rate risks in the normal course of business. The Company enters into foreign exchange contracts to manage foreign currency risks related to monetary assets and liabilities that are denominated in currencies other than the U.S. dollar. These foreign exchange contracts are carried at fair value in other assets or other liabilities and are not designated as hedging instruments. Changes in the value of the derivative are recognized in other expense, net, along with the remeasurement gain or loss on the foreign currency denominated assets or liabilities. |
Warranties | The Company generally provides a one -year warranty on instruments. Additionally, the Company provides a warranty on consumables through the expiration date, which generally ranges from six to twelve months after the manufacture date. At the time revenue is recognized, the Company establishes an accrual for estimated warranty expenses based on historical experience as well as anticipated product performance. The Company periodically reviews its warranty reserve for adequacy and adjusts the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue. |
Basis of Presentation and Sum15
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Accounting Policies [Abstract] | |
Summary of Calculation of Weighted Average Shares used to Calculate Basic and Diluted Earnings Per Share, Earnings Per Share | The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings per share (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, Weighted average shares outstanding 145,349 141,142 144,447 133,290 Effect of potentially dilutive common shares from: Convertible senior notes 1,670 1,972 2,013 3,967 Equity awards 2,653 4,124 2,648 4,367 Warrants — 274 — 7,460 Weighted average shares used in calculation of diluted earnings per share 149,672 147,512 149,108 149,084 Potentially dilutive shares excluded from calculation due to anti-dilutive effect 13 54 7 112 |
Summary of Calculation of Weighted Average Shares used to Calculate Basic and Diluted Earnings Per Share, Antidilutive Securities | The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings per share (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, Weighted average shares outstanding 145,349 141,142 144,447 133,290 Effect of potentially dilutive common shares from: Convertible senior notes 1,670 1,972 2,013 3,967 Equity awards 2,653 4,124 2,648 4,367 Warrants — 274 — 7,460 Weighted average shares used in calculation of diluted earnings per share 149,672 147,512 149,108 149,084 Potentially dilutive shares excluded from calculation due to anti-dilutive effect 13 54 7 112 |
Balance Sheet Account Details (
Balance Sheet Account Details (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Short-term Investments | The following is a summary of short-term investments (in thousands): September 27, 2015 December 28, 2014 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Available-for-sale securities: Debt securities in government sponsored entities $ 32,962 $ 12 $ (1 ) $ 32,973 $ 51,308 $ 10 $ (55 ) $ 51,263 Corporate debt securities 608,622 193 (952 ) 607,863 502,924 46 (2,882 ) 500,088 U.S. Treasury securities 246,671 374 (4 ) 247,041 151,255 5 (394 ) 150,866 Total available-for-sale securities $ 888,255 $ 579 $ (957 ) $ 887,877 $ 705,487 $ 61 $ (3,331 ) $ 702,217 |
Summary of Contractual Maturities of Available-for-sale Debt Securities | Contractual maturities of available-for-sale debt securities as of September 27, 2015 were as follows (in thousands): Estimated Fair Value Due within one year $ 390,385 After one but within five years 497,492 Total $ 887,877 |
Summary of Inventory | Inventory consists of the following (in thousands): September 27, December 28, Raw materials $ 84,136 $ 73,179 Work in process 114,848 94,102 Finished goods 34,797 23,863 Total inventory $ 233,781 $ 191,144 |
Summary of Changes in Goodwill | Changes in the Company’s goodwill balance during the nine months ended September 27, 2015 are as follows (in thousands): Goodwill Balance as of December 28, 2014 $ 724,904 Current period acquisitions 31,783 Balance as of September 27, 2015 $ 756,687 |
Summary of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 27, December 28, Accrued compensation expenses $ 107,209 $ 112,606 Deferred revenue, current portion 84,432 75,294 Acquisition related contingent liability, current portion 36,175 44,124 Accrued taxes payable 29,457 38,942 Customer deposits 28,783 20,274 Reserve for product warranties 17,933 15,616 Accrued legal contingencies 15,000 — Other 39,270 28,420 Total accrued liabilities $ 358,259 $ 335,276 |
Summary of Changes in Reserve for Product Warranties | Changes in the Company’s reserve for product warranties during the three and nine months ended September 27, 2015 and September 28, 2014 are as follows (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, Balance at beginning of period $ 16,365 $ 13,000 $ 15,616 $ 10,407 Additions charged to cost of product revenue 6,916 6,803 20,737 16,616 Repairs and replacements (5,348 ) (5,370 ) (18,420 ) (12,590 ) Balance at end of period $ 17,933 $ 14,433 $ 17,933 $ 14,433 |
Summary of Changes in Facility Exit Obligation Related to the Former Headquarters Lease | Changes in the Company’s facility exit obligation related to its former headquarters lease during the three and nine months ended September 27, 2015 and September 28, 2014 are as follows (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, Balance at beginning of period $ 36,677 $ 38,480 $ 37,700 $ 38,218 Adjustment to facility exit obligation (5,935 ) 57 (5,278 ) 2,065 Accretion of interest expense 590 666 1,926 1,948 Cash payments (1,539 ) (1,153 ) (4,555 ) (4,181 ) Balance at end of period $ 29,793 $ 38,050 $ 29,793 $ 38,050 |
Summary of Activity of Redeemable Noncontrolling Interests | The activity of the redeemable noncontrolling interests during the three months ended September 27, 2015 is as follows (in thousands): Redeemable Noncontrolling Interests Balance as of June 28, 2015 $ — Cash contributions 54,167 Amount held in escrow by third party (22,039 ) Net loss attributable to noncontrolling interests (2,556 ) Adjustment up to the redemption value 2,556 Balance as of September 27, 2015 $ 32,128 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Fair Value Disclosures [Abstract] | |
Summary of Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents the Company’s hierarchy for assets and liabilities measured at fair value on a recurring basis as of September 27, 2015 and December 28, 2014 (in thousands): September 27, 2015 December 28, 2014 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Money market funds (cash equivalents) $ 185,885 $ — $ — $ 185,885 $ 431,172 $ — $ — $ 431,172 Debt securities in government-sponsored entities — 32,973 — 32,973 — 51,263 — 51,263 Corporate debt securities — 607,862 — 607,862 — 500,088 — 500,088 U.S. Treasury securities 247,041 — — 247,041 150,866 — — 150,866 Deferred compensation plan assets — 25,382 — 25,382 — 23,486 — 23,486 Total assets measured at fair value $ 432,926 $ 666,217 $ — $ 1,099,143 $ 582,038 $ 574,837 $ — $ 1,156,875 Liabilities: Acquisition related contingent consideration liabilities $ — $ — $ 36,175 $ 36,175 $ — $ — $ 44,124 $ 44,124 Deferred compensation liability — 24,086 — 24,086 — 20,310 — 20,310 Total liabilities measured at fair value $ — $ 24,086 $ 36,175 $ 60,261 $ — $ 20,310 $ 44,124 $ 64,434 |
Summary of Changes in Estimated Fair Value of Contingent Consideration Liabilities | Changes in estimated fair value of contingent consideration liabilities during the nine months ended September 27, 2015 are as follows (in thousands): Contingent Consideration Liability (Level 3 Measurement) Balance as of December 28, 2014 $ 44,124 Change in estimated fair value, recorded in acquisition related expense (gain), net (6,449 ) Cash payments (1,500 ) Balance as of September 27, 2015 $ 36,175 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Conversion of 2016 Notes | The following table summarizes information about the conversion of the 2016 Notes during the nine months ended September 27, 2015 (in thousands, except percentage): 2016 Notes Cash paid for principal of notes converted $ 215,859 Conversion value over principal amount paid in shares of common stock $ 320,868 Number of shares of common stock issued upon conversion 1,564 Loss on extinguishment of debt $ 3,737 Effective interest rate used to measure fair value of converted notes upon conversion 1.2% - 1.4% |
Summary of Information about Equity and Liability Components of Convertible Senior Notes Outstanding | The following table summarizes information about the equity and liability components of all convertible senior notes outstanding as of the period reported (dollars in thousands). The fair values of the respective notes outstanding were measured based on quoted market prices. September 27, December 28, Principal amount of convertible notes outstanding $ 1,254,168 $ 1,470,027 Unamortized discount of liability component (144,067 ) (178,991 ) Net carrying amount of liability component 1,110,101 1,291,036 Less: current portion (102,166 ) (304,256 ) Long-term debt $ 1,007,935 $ 986,780 Carrying value of equity component, net of debt issuance cost $ 213,897 $ 215,283 Fair value of outstanding notes $ 1,506,257 $ 2,021,750 Weighted-average remaining amortization period of discount on the liability component 4.8 years 5.2 years |
Share-based Compensation Expe19
Share-based Compensation Expense (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Share-based Compensation Expense for all Stock Awards | Share-based compensation expense for all stock awards consists of the following (in thousands): Three Months Ended Nine Months Ended September 27, September 28, September 27, September 28, Cost of product revenue $ 2,567 $ 2,572 $ 7,012 $ 6,816 Cost of service and other revenue 498 311 1,243 880 Research and development 9,098 14,589 31,152 39,043 Selling, general and administrative 20,066 27,197 57,697 67,350 Share-based compensation expense before taxes 32,229 44,669 97,104 114,089 Related income tax benefits (9,876 ) (14,852 ) (28,304 ) (37,103 ) Share-based compensation expense, net of taxes $ 22,353 $ 29,817 $ 68,800 $ 76,986 |
Summary of Assumptions used to Estimate the Weighted-Average Fair Value Per Share for Stock Purchase under the Employee Stock Purchase Plan | The assumptions used for the specified reporting periods and the resulting estimates of weighted-average fair value per share for stock purchased under the Employee Stock Purchase Plan (ESPP) during the nine months ended September 27, 2015 are as follows: Employee Stock Purchase Rights Risk-free interest rate 0.07% - 0.33% Expected volatility 29% - 38% Expected term 0.5 - 1.0 year Expected dividends — Weighted-average fair value per share $ 53.92 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 27, 2015 | |
Equity [Abstract] | |
Summary of Restricted Stock Activity and Related Information, Restricted Stock | The Company’s restricted stock activity and related information for the nine months ended September 27, 2015 is as follows (units in thousands): Restricted Stock Awards (RSA) Restricted Stock Units (RSU) Performance Stock Units (PSU)(1) Weighted-Average Grant-Date Fair Value per Share RSA RSU PSU Outstanding at December 28, 2014 108 2,841 1,257 $ 56.62 $ 92.35 $ 96.21 Awarded — 119 12 — $ 202.45 $ 204.44 Vested (76 ) (488 ) — $ 60.21 $ 72.71 — Cancelled — (222 ) (123 ) — $ 96.97 $ 97.24 Outstanding at September 27, 2015 32 2,250 1,146 $ 47.93 $ 101.98 $ 97.24 ______________________________________ (1) The number of units reflect the estimated number of shares to be issued at the end of the performance period. |
Summary of Restricted Stock Activity and Related Information, Performance Units | The Company’s restricted stock activity and related information for the nine months ended September 27, 2015 is as follows (units in thousands): Restricted Stock Awards (RSA) Restricted Stock Units (RSU) Performance Stock Units (PSU)(1) Weighted-Average Grant-Date Fair Value per Share RSA RSU PSU Outstanding at December 28, 2014 108 2,841 1,257 $ 56.62 $ 92.35 $ 96.21 Awarded — 119 12 — $ 202.45 $ 204.44 Vested (76 ) (488 ) — $ 60.21 $ 72.71 — Cancelled — (222 ) (123 ) — $ 96.97 $ 97.24 Outstanding at September 27, 2015 32 2,250 1,146 $ 47.93 $ 101.98 $ 97.24 ______________________________________ (1) The number of units reflect the estimated number of shares to be issued at the end of the performance period. |
Summary of Stock Option Activity Under all Stock Option Plans | The Company’s stock option activity under all stock option plans during the nine months ended September 27, 2015 is as follows: Options (in thousands) Weighted-Average Exercise Price Outstanding at December 28, 2014 3,211 $ 34.74 Exercised (1,338 ) $ 28.32 Cancelled (77 ) $ 10.65 Outstanding at September 27, 2015 1,796 $ 40.55 |
Basis of Presentation and Sum21
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Calculation of Weighted Average Shares used to Calculate Basic and Diluted Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Weighted average shares used to calculate basic and diluted earnings per share | ||||
Weighted average shares outstanding | 145,349 | 141,142 | 144,447 | 133,290 |
Effect of potentially dilutive common shares from: | ||||
Convertible senior notes | 1,670 | 1,972 | 2,013 | 3,967 |
Equity awards | 2,653 | 4,124 | 2,648 | 4,367 |
Warrants | 0 | 274 | 0 | 7,460 |
Weighted average shares used in calculation of diluted earnings per share | 149,672 | 147,512 | 149,108 | 149,084 |
Potentially dilutive shares excluded from calculation due to anti-dilutive effect | 13 | 54 | 7 | 112 |
Balance Sheet Account Details -
Balance Sheet Account Details - Summary of Short-term Investments (Details) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Available-for-sale securities: | ||
Amortized Cost | $ 888,255 | $ 705,487 |
Gross Unrealized Gains | 579 | 61 |
Gross Unrealized Losses | (957) | (3,331) |
Estimated Fair Value | 887,877 | 702,217 |
Debt securities in government sponsored entities [Member] | ||
Available-for-sale securities: | ||
Amortized Cost | 32,962 | 51,308 |
Gross Unrealized Gains | 12 | 10 |
Gross Unrealized Losses | (1) | (55) |
Estimated Fair Value | 32,973 | 51,263 |
Corporate debt securities [Member] | ||
Available-for-sale securities: | ||
Amortized Cost | 608,622 | 502,924 |
Gross Unrealized Gains | 193 | 46 |
Gross Unrealized Losses | (952) | (2,882) |
Estimated Fair Value | 607,863 | 500,088 |
U.S. Treasury securities [Member] | ||
Available-for-sale securities: | ||
Amortized Cost | 246,671 | 151,255 |
Gross Unrealized Gains | 374 | 5 |
Gross Unrealized Losses | (4) | (394) |
Estimated Fair Value | $ 247,041 | $ 150,866 |
Balance Sheet Account Details23
Balance Sheet Account Details - Summary of Contractual Maturities of Available-for-sale Debt Securities (Details) $ in Thousands | Sep. 27, 2015USD ($) |
Available-for-sale Securities, Debt Maturities, Fair Value, Fiscal Year Maturity [Abstract] | |
Due within one year | $ 390,385 |
After one but within five years | 497,492 |
Total | $ 887,877 |
Balance Sheet Account Details24
Balance Sheet Account Details - Narrative - Cost-Method Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | Dec. 28, 2014 | |
Schedule of Cost-method Investments [Line Items] | |||||
Cost-method investment gain | $ 18 | $ 4.4 | |||
Cost-Method Investee [Member] | |||||
Schedule of Cost-method Investments [Line Items] | |||||
Revenue from transactions with Company's cost-method investments in non-publicly traded companies | $ 16.1 | $ 14.7 | 47.3 | $ 31.4 | |
Other Assets [Member] | |||||
Schedule of Cost-method Investments [Line Items] | |||||
Company's cost-method investments in non-publicly traded companies | $ 54.7 | $ 54.7 | $ 37.2 |
Balance Sheet Account Details25
Balance Sheet Account Details - Summary of Inventory (Details) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Inventory [Abstract] | ||
Raw materials | $ 84,136 | $ 73,179 |
Work in process | 114,848 | 94,102 |
Finished goods | 34,797 | 23,863 |
Total inventory | $ 233,781 | $ 191,144 |
Balance Sheet Account Details26
Balance Sheet Account Details - Summary of Changes in Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 27, 2015USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 724,904 |
Current period acquisitions | 31,783 |
Ending balance | $ 756,687 |
Balance Sheet Account Details27
Balance Sheet Account Details - Narrative - Derivatives (Details) - USD ($) $ in Millions | Sep. 27, 2015 | Dec. 28, 2014 |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ 61.3 | $ 61 |
Balance Sheet Account Details28
Balance Sheet Account Details - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Accrued Liabilities, Current [Abstract] | ||
Accrued compensation expenses | $ 107,209 | $ 112,606 |
Deferred revenue, current portion | 84,432 | 75,294 |
Acquisition related contingent liability, current portion | 36,175 | 44,124 |
Accrued taxes payable | 29,457 | 38,942 |
Customer deposits | 28,783 | 20,274 |
Reserve for product warranties | 17,933 | 15,616 |
Accrued legal contingencies | 15,000 | 0 |
Other | 39,270 | 28,420 |
Total accrued liabilities | $ 358,259 | $ 335,276 |
Balance Sheet Account Details29
Balance Sheet Account Details - Narrative - Warranties (Details) | 9 Months Ended |
Sep. 27, 2015 | |
Instruments [Member] | |
Product Warranty Liability [Line Items] | |
Instrument warranty period | 1 year |
Consumables [Member] | Minimum [Member] | |
Product Warranty Liability [Line Items] | |
Instrument warranty period | 6 months |
Consumables [Member] | Maximum [Member] | |
Product Warranty Liability [Line Items] | |
Instrument warranty period | 12 months |
Balance Sheet Account Details30
Balance Sheet Account Details - Summary of Changes in Reserve for Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Reserve for product warranties [Roll Forward] | ||||
Balance at beginning of period | $ 16,365 | $ 13,000 | $ 15,616 | $ 10,407 |
Additions charged to cost of product revenue | 6,916 | 6,803 | 20,737 | 16,616 |
Repairs and replacements | (5,348) | (5,370) | (18,420) | (12,590) |
Balance at end of period | $ 17,933 | $ 14,433 | $ 17,933 | $ 14,433 |
Balance Sheet Account Details31
Balance Sheet Account Details - Summary of Changes in Facility Exit Obligation Related to the Former Headquarters Lease (Details) - Facility Exit Obligation [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Headquarter Facility Exit Obligation [Roll Forward] | ||||
Balance at beginning of period | $ 36,677 | $ 38,480 | $ 37,700 | $ 38,218 |
Adjustment to facility exit obligation | (5,935) | 57 | (5,278) | 2,065 |
Accretion of interest expense | 590 | 666 | 1,926 | 1,948 |
Cash payments | (1,539) | (1,153) | (4,555) | (4,181) |
Balance at end of period | $ 29,793 | $ 38,050 | $ 29,793 | $ 38,050 |
Balance Sheet Account Details32
Balance Sheet Account Details - Narrative - Leases (Details) - USD ($) $ in Millions | Jun. 25, 2015 | Mar. 12, 2015 | Dec. 30, 2014 |
December 2014 Lease Agreements [Member] | |||
Operating Leased Assets [Line Items] | |||
Lease term | 16 years | ||
Future minimum payment due for lease addition in period | $ 204 | ||
June 2015 Lease Agreements [Member] | |||
Operating Leased Assets [Line Items] | |||
Lease term | 20 years | ||
Future minimum payment due for lease addition in period | $ 147.9 | ||
March 2015 Lease Agreements [Member] | |||
Operating Leased Assets [Line Items] | |||
Lease term | 15 years | ||
Future minimum payment due for lease addition in period | $ 44.1 |
Balance Sheet Account Details33
Balance Sheet Account Details - Narrative - Investment in Helix (Details) | Sep. 27, 2015 | Jul. 31, 2015 |
Helix Holdings I, LLC [Member] | Variable Interest Entity, Primary Beneficiary [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Voting equity ownership interest percentage | 50.00% | 50.00% |
Balance Sheet Account Details34
Balance Sheet Account Details - Narrative - Redeemable Noncontrolling Interests (Details) - Helix Holdings I, LLC [Member] - Variable Interest Entity, Primary Beneficiary [Member] | Sep. 27, 2015 | Jul. 31, 2015 |
Redeemable Noncontrolling Interest [Line Items] | ||
Noncontrolling shareholders percentage | 50.00% | |
Parent ownership percentage | 50.00% | 50.00% |
Balance Sheet Account Details35
Balance Sheet Account Details - Summary of Activity of Redeemable Noncontrolling Interests (Details) $ in Thousands | 3 Months Ended |
Sep. 27, 2015USD ($) | |
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |
Balance as of June 28, 2015 | $ 0 |
Cash contributions | 54,167 |
Amount held in escrow by third party | (22,039) |
Net loss attributable to noncontrolling interests | (2,556) |
Adjustment up to the redemption value | 2,556 |
Balance as of September 27, 2015 | $ 32,128 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 27, 2015 | Dec. 28, 2014 |
Assets: | ||
Available-for-sale securities | $ 887,877 | $ 702,217 |
Debt securities in government sponsored entities [Member] | ||
Assets: | ||
Available-for-sale securities | 32,973 | 51,263 |
Corporate debt securities [Member] | ||
Assets: | ||
Available-for-sale securities | 607,863 | 500,088 |
U.S. Treasury securities [Member] | ||
Assets: | ||
Available-for-sale securities | 247,041 | 150,866 |
Fair Value, Measurements, Recurring [Member] | ||
Assets: | ||
Deferred compensation plan assets | 25,382 | 23,486 |
Total assets measured at fair value | 1,099,143 | 1,156,875 |
Liabilities: | ||
Acquisition related contingent consideration liabilities | 36,175 | 44,124 |
Deferred compensation liability | 24,086 | 20,310 |
Total liabilities measured at fair value | 60,261 | 64,434 |
Fair Value, Measurements, Recurring [Member] | Debt securities in government sponsored entities [Member] | ||
Assets: | ||
Available-for-sale securities | 32,973 | 51,263 |
Fair Value, Measurements, Recurring [Member] | Corporate debt securities [Member] | ||
Assets: | ||
Available-for-sale securities | 607,862 | 500,088 |
Fair Value, Measurements, Recurring [Member] | U.S. Treasury securities [Member] | ||
Assets: | ||
Available-for-sale securities | 247,041 | 150,866 |
Fair Value, Measurements, Recurring [Member] | Money market funds (cash equivalents) [Member] | ||
Assets: | ||
Money market funds (cash equivalents) | 185,885 | 431,172 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Assets: | ||
Deferred compensation plan assets | 0 | 0 |
Total assets measured at fair value | 432,926 | 582,038 |
Liabilities: | ||
Acquisition related contingent consideration liabilities | 0 | 0 |
Deferred compensation liability | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Debt securities in government sponsored entities [Member] | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Corporate debt securities [Member] | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | U.S. Treasury securities [Member] | ||
Assets: | ||
Available-for-sale securities | 247,041 | 150,866 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Money market funds (cash equivalents) [Member] | ||
Assets: | ||
Money market funds (cash equivalents) | 185,885 | 431,172 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Assets: | ||
Deferred compensation plan assets | 25,382 | 23,486 |
Total assets measured at fair value | 666,217 | 574,837 |
Liabilities: | ||
Acquisition related contingent consideration liabilities | 0 | 0 |
Deferred compensation liability | 24,086 | 20,310 |
Total liabilities measured at fair value | 24,086 | 20,310 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Debt securities in government sponsored entities [Member] | ||
Assets: | ||
Available-for-sale securities | 32,973 | 51,263 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Corporate debt securities [Member] | ||
Assets: | ||
Available-for-sale securities | 607,862 | 500,088 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | U.S. Treasury securities [Member] | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Money market funds (cash equivalents) [Member] | ||
Assets: | ||
Money market funds (cash equivalents) | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Assets: | ||
Deferred compensation plan assets | 0 | 0 |
Total assets measured at fair value | 0 | 0 |
Liabilities: | ||
Acquisition related contingent consideration liabilities | 36,175 | 44,124 |
Deferred compensation liability | 0 | 0 |
Total liabilities measured at fair value | 36,175 | 44,124 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Debt securities in government sponsored entities [Member] | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Corporate debt securities [Member] | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | U.S. Treasury securities [Member] | ||
Assets: | ||
Available-for-sale securities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Money market funds (cash equivalents) [Member] | ||
Assets: | ||
Money market funds (cash equivalents) | $ 0 | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - Contingent Consideration Liability [Member] - Fair Value, Measurements, Recurring [Member] - Level 3 [Member] | 3 Months Ended |
Sep. 27, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Volatility rate | 50.00% |
Risk-free rate | 0.26% |
Minimum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Discount rate | 6.00% |
Maximum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Discount rate | 20.00% |
Fair Value Measurements - Sum38
Fair Value Measurements - Summary of Changes in Estimated Fair Value of Contingent Consideration Liabilities (Details) - Contingent Consideration Liability [Member] $ in Thousands | 9 Months Ended |
Sep. 27, 2015USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 44,124 |
Change in estimated fair value, recorded in acquisition related expense (gain), net | (6,449) |
Cash payments | (1,500) |
Ending balance | $ 36,175 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 29, 2014USD ($)$ / shares | Sep. 27, 2015USD ($)day | Sep. 28, 2014USD ($) | Dec. 31, 2011USD ($)$ / shares | Dec. 28, 2014USD ($) | |
Debt Instrument [Line Items] | |||||
Repurchase amount | $ 0 | $ 1,244,721,000 | |||
Loss on extinguishment of debt | (3,737,000) | $ (31,360,000) | |||
2016 Notes [Member] | Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Repurchased principal amount | $ 600,000,000 | ||||
Repurchase amount | 1,244,700,000 | 215,859,000 | |||
Loss on extinguishment of debt | 31,400,000 | 3,737,000 | |||
Fair value of debt component, extinguished | 588,800,000 | ||||
Adjustment to additional paid-in capital, equity component | 655,900,000 | ||||
Conversion value over principal amount paid in shares of common stock | 320,868,000 | ||||
Convertible Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Carrying value of equity component, net of debt issuance cost | 213,897,000 | $ 215,283,000 | |||
Convertible Senior Notes [Member] | 2016 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 104,200,000 | $ 920,000,000 | |||
Interest rate on convertible senior notes | 0.25% | ||||
Effective interest rate used to measure fair value of converted notes upon conversion | 4.50% | ||||
Conversion rate | 0.0119687 | ||||
Conversion price (in dollars per share) | $ / shares | $ 83.55 | ||||
Threshold note trading days | day | 5 | ||||
Threshold consecutive note trading days | 10 days | ||||
Threshold percentage of note price trigger | 98.00% | ||||
Threshold common stock trading days | day | 20 | ||||
Threshold consecutive common stock trading days | 30 days | ||||
Threshold percentage of common stock price trigger | 130.00% | ||||
Conversion value over principal amount paid in shares of common stock | $ 141,200,000 | ||||
Convertible Senior Notes [Member] | 2019 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 632,500,000 | $ 632,500,000 | |||
Interest rate on convertible senior notes | 0.00% | ||||
Effective interest rate used to measure fair value of converted notes upon conversion | 2.90% | ||||
Conversion rate | 0.0039318 | ||||
Conversion price (in dollars per share) | $ / shares | $ 254.34 | ||||
Threshold note trading days | day | 5 | ||||
Threshold consecutive note trading days | 10 days | ||||
Threshold percentage of note price trigger | 98.00% | ||||
Threshold common stock trading days | day | 20 | ||||
Threshold consecutive common stock trading days | 30 days | ||||
Threshold percentage of common stock price trigger | 130.00% | ||||
Convertible Senior Notes [Member] | 2021 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 517,500,000 | $ 517,500,000 | |||
Interest rate on convertible senior notes | 0.50% | ||||
Effective interest rate used to measure fair value of converted notes upon conversion | 3.50% | ||||
Conversion rate | 0.0039318 | ||||
Conversion price (in dollars per share) | $ / shares | $ 254.34 | ||||
Threshold note trading days | day | 5 | ||||
Threshold consecutive note trading days | 10 days | ||||
Threshold percentage of note price trigger | 98.00% | ||||
Threshold common stock trading days | day | 20 | ||||
Threshold consecutive common stock trading days | 30 days | ||||
Threshold percentage of common stock price trigger | 130.00% | ||||
Convertible Senior Notes [Member] | 2019 and 2021 Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal amount | $ 1,150,000,000 | ||||
Fair value of liability component, upon issuance | 971,500,000 | ||||
Carrying value of equity component, net of debt issuance cost | 161,200,000 | ||||
Cash proceeds | $ 1,132,700,000 |
Convertible Senior Notes - Summ
Convertible Senior Notes - Summary of Conversion of 2016 Notes (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 9 Months Ended | |
Jun. 29, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Extinguishment of Debt [Line Items] | |||
Cash paid for principal of notes converted | $ 0 | $ 1,244,721 | |
Loss on extinguishment of debt | (3,737) | $ (31,360) | |
Convertible Senior Notes [Member] | 2016 Notes [Member] | |||
Extinguishment of Debt [Line Items] | |||
Cash paid for principal of notes converted | $ 1,244,700 | 215,859 | |
Conversion value over principal amount paid in shares of common stock | $ 320,868 | ||
Number of shares of common stock issued upon conversion | 1,564 | ||
Loss on extinguishment of debt | $ 31,400 | $ 3,737 | |
Convertible Senior Notes [Member] | 2016 Notes [Member] | Minimum [Member] | |||
Extinguishment of Debt [Line Items] | |||
Effective interest rate used to measure fair value of converted notes upon conversion | 1.20% | ||
Convertible Senior Notes [Member] | 2016 Notes [Member] | Maximum [Member] | |||
Extinguishment of Debt [Line Items] | |||
Effective interest rate used to measure fair value of converted notes upon conversion | 1.40% |
Convertible Senior Notes - Su41
Convertible Senior Notes - Summary of Information about Equity and Liability Components of Convertible Senior Notes Outstanding (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 27, 2015 | Dec. 28, 2014 | |
Summarized information about equity and liability components of convertible senior notes | ||
Less: current portion | $ (102,166) | $ (304,256) |
Long-term debt | 1,007,935 | 986,780 |
Convertible Senior Notes [Member] | ||
Summarized information about equity and liability components of convertible senior notes | ||
Principal amount of convertible notes outstanding | 1,254,168 | 1,470,027 |
Unamortized discount of liability component | (144,067) | (178,991) |
Net carrying amount of liability component | 1,110,101 | 1,291,036 |
Less: current portion | (102,166) | (304,256) |
Long-term debt | 1,007,935 | 986,780 |
Carrying value of equity component, net of debt issuance cost | 213,897 | 215,283 |
Fair value of outstanding notes | $ 1,506,257 | $ 2,021,750 |
Weighted-average remaining amortization period of discount on the liability component | 4 years 10 months | 5 years 2 months |
Share-based Compensation Expe42
Share-based Compensation Expense - Summary of Share-based Compensation Expense for all Stock Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 27, 2015 | Sep. 28, 2014 | Sep. 27, 2015 | Sep. 28, 2014 | |
Share-based Compensation | ||||
Share-based compensation expense before taxes | $ 32,229 | $ 44,669 | $ 97,104 | $ 114,089 |
Related income tax benefits | (9,876) | (14,852) | (28,304) | (37,103) |
Share-based compensation expense, net of taxes | 22,353 | 29,817 | 68,800 | 76,986 |
Cost of product revenue [Member] | ||||
Share-based Compensation | ||||
Share-based compensation expense before taxes | 2,567 | 2,572 | 7,012 | 6,816 |
Cost of service and other revenue [Member] | ||||
Share-based Compensation | ||||
Share-based compensation expense before taxes | 498 | 311 | 1,243 | 880 |
Research and development [Member] | ||||
Share-based Compensation | ||||
Share-based compensation expense before taxes | 9,098 | 14,589 | 31,152 | 39,043 |
Selling, general and administrative [Member] | ||||
Share-based Compensation | ||||
Share-based compensation expense before taxes | $ 20,066 | $ 27,197 | $ 57,697 | $ 67,350 |
Share-based Compensation Expe43
Share-based Compensation Expense - Summary of Assumptions used to Estimate the Weighted-Average Fair Value Per Share for Stock Purchase under the Employee Stock Purchase Plan (Details) - Employee Stock [Member] | 9 Months Ended |
Sep. 27, 2015$ / shares | |
Assumptions used to estimate the fair value per share of employee stock purchase rights granted | |
Risk-free interest rate, minimum | 0.07% |
Risk-free interest rate, maximum | 0.33% |
Expected volatility, minimum | 29.00% |
Expected volatility, maximum | 38.00% |
Expected dividends | 0.00% |
Weighted-average fair value per share (in dollars per share) | $ 53.92 |
Minimum [Member] | |
Assumptions used to estimate the fair value per share of employee stock purchase rights granted | |
Expected term | 6 months |
Maximum [Member] | |
Assumptions used to estimate the fair value per share of employee stock purchase rights granted | |
Expected term | 1 year |
Share-based Compensation Expe44
Share-based Compensation Expense - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 27, 2015USD ($) | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Unrecognized compensation cost related to stock options, restricted stock, and ESPP shares granted to date | $ 198.8 |
Weighted-average period of unrecognized compensation cost related to stock options, restricted stock, and ESPP shares granted to date | 2 years 4 months |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) shares in Millions | 9 Months Ended |
Sep. 27, 2015shares | |
2015 Stock Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Increase in maximum number of shares of common stock authorized for issuance (in shares) | 2.7 |
2015 Illumina and 2005 Solexa Plans [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for issuance (in shares) | 8.3 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Restricted Stock Activity and Related Information (Details) shares in Thousands | 9 Months Ended |
Sep. 27, 2015$ / sharesshares | |
Restricted Stock Awards (RSA) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at period start (in shares) | shares | 108 |
Awarded (in shares) | shares | 0 |
Vested (in shares) | shares | (76) |
Cancelled (in shares) | shares | 0 |
Outstanding at period end (in shares) | shares | 32 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant Date Fair Value per Share, Outstanding at period start (in dollars per share) | $ 56.62 |
Weighted-Average Grant Date Fair Value per Share, Awarded (in dollars per share) | 0 |
Weighted-Average Grant Date Fair Value per Share, Vested (in dollars per share) | 60.21 |
Weighted-Average Grant Date Fair Value per Share, Cancelled (in dollars per share) | 0 |
Weighted-Average Grant Date Fair Value per Share, Outstanding at period end (in dollars per share) | $ 47.93 |
Restricted Stock Units (RSU) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at period start (in shares) | shares | 2,841 |
Awarded (in shares) | shares | 119 |
Vested (in shares) | shares | (488) |
Cancelled (in shares) | shares | (222) |
Outstanding at period end (in shares) | shares | 2,250 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant Date Fair Value per Share, Outstanding at period start (in dollars per share) | $ 92.35 |
Weighted-Average Grant Date Fair Value per Share, Awarded (in dollars per share) | 202.45 |
Weighted-Average Grant Date Fair Value per Share, Vested (in dollars per share) | 72.71 |
Weighted-Average Grant Date Fair Value per Share, Cancelled (in dollars per share) | 96.97 |
Weighted-Average Grant Date Fair Value per Share, Outstanding at period end (in dollars per share) | $ 101.98 |
Performance Stock Units (PSU) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding at period start (in shares) | shares | 1,257 |
Awarded (in shares) | shares | 12 |
Vested (in shares) | shares | 0 |
Cancelled (in shares) | shares | (123) |
Outstanding at period end (in shares) | shares | 1,146 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Weighted-Average Grant Date Fair Value per Share, Outstanding at period start (in dollars per share) | $ 96.21 |
Weighted-Average Grant Date Fair Value per Share, Awarded (in dollars per share) | 204.44 |
Weighted-Average Grant Date Fair Value per Share, Vested (in dollars per share) | 0 |
Weighted-Average Grant Date Fair Value per Share, Cancelled (in dollars per share) | 97.24 |
Weighted-Average Grant Date Fair Value per Share, Outstanding at period end (in dollars per share) | $ 97.24 |
Stockholders' Equity - Summar47
Stockholders' Equity - Summary of Stock Option Activity Under all Stock Option Plans (Details) shares in Thousands | 9 Months Ended |
Sep. 27, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Options, Outstanding at period start (in shares) | shares | 3,211 |
Options, Exercised (in shares) | shares | (1,338) |
Options, Cancelled (in shares) | shares | (77) |
Options, Outstanding at period end (in shares) | shares | 1,796 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted-Average Exercise Price, Options, Outstanding at period start (in dollars per share) | $ 34.74 |
Weighted-Average Exercise Price, Options, Exercised (in dollars per share) | 28.32 |
Weighted-Average Exercise Price, Options, Cancelled (in dollars per share) | 10.65 |
Weighted-Average Exercise Price, Options, Outstanding at period end (in dollars per share) | $ 40.55 |
Stockholders' Equity - Narrat48
Stockholders' Equity - Narrative - Stock Options (Details) shares in Millions | Sep. 27, 2015$ / sharesshares |
Equity [Abstract] | |
Stock options exercisable (in shares) | shares | 1.8 |
Stock options exercisable outstanding weighted-average exercise price per share (in dollars per share) | $ 40.92 |
Stockholders' Equity - Narrat49
Stockholders' Equity - Narrative - Employee Stock Purchase Plan (Details) - Employee Stock [Member] shares in Millions | 9 Months Ended |
Sep. 27, 2015shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Specified percentage of the fair market value of the common stock on the first or last day of the offering period whichever is lower at which stock is purchased | 85.00% |
Total shares issued under the ESPP (in shares) | 0.2 |
Shares available for issuance (in shares) | 14.5 |
Stockholders' Equity - Narrat50
Stockholders' Equity - Narrative - Share Repurchases (Details) - Common Stock [Member] - USD ($) shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 27, 2015 | Sep. 27, 2015 | Oct. 29, 2015 | May. 01, 2015 | Jan. 30, 2014 | |
Class of Stock [Line Items] | |||||
Number of shares repurchased (in shares) | 0.2 | 0.4 | |||
Shares repurchased, amount | $ 37,500,000 | $ 72,200,000 | |||
Additional amount authorized to repurchase | $ 208,100,000 | $ 208,100,000 | |||
January 2014 Share Repurchase Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 250,000,000 | ||||
Rule 10b5-1 Share Repurchase Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 150,000,000 | ||||
October 2015 Share Repurchase Plan [Member] | Subsequent Event [Member] | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 250,000,000 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 27, 2015 | Sep. 27, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 10.30% | 20.90% |
U.S. federal statutory tax rate | 35.00% | 35.00% |
Discrete tax benefit related to exclusion of stock compensation | $ 24.8 | $ 24.8 |
Legal Proceedings - Narrative (
Legal Proceedings - Narrative (Details) $ in Millions | Sep. 27, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Accrued legal contingencies | $ 15 |