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STOCKHOLDERS’ EQUITY (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Schedule of Restricted Stock Activity and Related Information, Restricted Stock

Restricted stock activity was as follows:

			Restricted Stock Units (RSU)						Performance Stock Units (PSU)(1)						Weighted-Average Grant Date Fair Value per Share
Units in thousands															RSU						PSU
Outstanding at December 31, 2023			2,198						—						$	236.32					$	—
Awarded			2,666						457						$	134.22					$	145.49
Unvested adjustment for GRAIL Spin-Off			107						12						$	—					$	—
Vested			(52)						—						$	266.34					$	—
Cancelled			(234)						(19)						$	209.42					$	167.68
Outstanding at June 30, 2024			4,685						450						$	174.03					$	146.23

_____________

(1)We issue three types of PSU. We issue PSU for which the number of shares issuable is based on our performance relative to specified earnings per share targets (EPS PSU) and PSU with a market condition that vest based on the Company’s relative total shareholder return as compared to a peer group of companies (rTSR PSU). In Q1 2024, we began to issue PSU for which the number of shares issuable is based on our performance relative to specified operating margin targets (OM PSU). For EPS and OM PSU, the number of units reflect the estimated number of shares to be issued at the end of the performance period. For rTSR PSU, the number of units reflect the estimated number of shares to be issued based on performance as of the current reporting period. Awarded units are presented net of performance adjustments.

Schedule of Restricted Stock Activity and Related Information, Performance Units

Restricted stock activity was as follows:

			Restricted Stock Units (RSU)						Performance Stock Units (PSU)(1)						Weighted-Average Grant Date Fair Value per Share
Units in thousands															RSU						PSU
Outstanding at December 31, 2023			2,198						—						$	236.32					$	—
Awarded			2,666						457						$	134.22					$	145.49
Unvested adjustment for GRAIL Spin-Off			107						12						$	—					$	—
Vested			(52)						—						$	266.34					$	—
Cancelled			(234)						(19)						$	209.42					$	167.68
Outstanding at June 30, 2024			4,685						450						$	174.03					$	146.23

_____________

(1)We issue three types of PSU. We issue PSU for which the number of shares issuable is based on our performance relative to specified earnings per share targets (EPS PSU) and PSU with a market condition that vest based on the Company’s relative total shareholder return as compared to a peer group of companies (rTSR PSU). In Q1 2024, we began to issue PSU for which the number of shares issuable is based on our performance relative to specified operating margin targets (OM PSU). For EPS and OM PSU, the number of units reflect the estimated number of shares to be issued at the end of the performance period. For rTSR PSU, the number of units reflect the estimated number of shares to be issued based on performance as of the current reporting period. Awarded units are presented net of performance adjustments.

Schedule of Stock Option Activity Under all Stock Option Plans

Stock option activity was as follows:

Units in thousands			Options						Weighted-Average Exercise Price						Performance Options(1)						Weighted-Average Exercise Price
Outstanding at December 31, 2023			35						$	330.25					16						$	87.74
Cancelled			(35)						$	330.25					(16)						$	87.74
Outstanding at June 30, 2024			—						$	—					—						$	—

_____________

(1)In connection with the GRAIL acquisition, we issued replacement performance stock options to GRAIL employees in 2021. In connection with the GRAIL Spin-Off, all outstanding performance stock options were assumed by GRAIL.

Schedule of Share-based Payment Arrangement, Liability - Classified Awards, Activity

Cash-based equity incentive award activity was as follows:

In millions
Outstanding at December 31, 2023			$	292
Granted			67
Vested and paid in cash			(54)
Cancelled			(13)
Change in fair value			(9)
Derecognition for GRAIL Spin-Off(1)			(283)
Outstanding at June 30, 2024			$	—

_____________

(1)The estimated liability immediately prior to the Spin-Off, recorded in accrued liabilities, was $53 million, which was disposed of as part of GRAIL’s net assets. See note 2. GRAIL Spin-Off for additional details.

Schedule of Assumptions used to Estimate the Weighted-Average Fair Value Per Share for Stock Purchase under the Employee Stock Purchase Plan

The assumptions used and the resulting estimate of weighted-average fair value per share for stock purchased under the ESPP during YTD 2024 were as follows:

Risk-free interest rate			4.66% - 5.54%
Expected volatility			45% - 49%
Expected term			0.5 - 1.1 year
Expected dividends			0		%
Weighted-average grant-date fair value per share			$	44.95

Schedule of Share-based Compensation Expense for all Stock Awards

Share-based compensation expense, which includes expense for both equity and liability-classified awards, reported in our condensed consolidated statements of operations was as follows:

In millions			Q2 2024						Q2 2023						YTD 2024						YTD 2023
Cost of product revenue			$	7					$	8					$	13					$	15
Cost of service and other revenue			1						6						4						12
Research and development			43						43						82						79
Selling, general and administrative			59						48						109						93
Share-based compensation expense, before taxes			110						105						208						199
Related income tax benefits			(26)						(24)						(48)						(45)
Share-based compensation expense, net of taxes			$	84					$	81					$	160					$	154

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Tabular disclosure of allocation of amount expensed and capitalized for award under share-based payment arrangement to statement of income or comprehensive income and statement of financial position. Includes, but is not limited to, corresponding line item in financial statement.

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Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.

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