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Illumina

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FY2005 Annual Report · Illumina
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ANNUAL REPORT 2005

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Illumina helps researchers understand the genetic basis of disease. Shown on the

cover are Sentrix® HumanHap BeadChips, each of which can genotype hundreds

of thousands of SNPs per sample. Powered by Illumina’s revolutionary Infinium™

3404124

assay, HumanHap BeadChips deliver unprecedented performance for large-scale

disease association studies.

18 QUARTERS OF SEQUENTIAL REVENUE GROWTH ($ millions) 

Illumina
Annual  Report
2 0 0 5

Illumina recorded a breakthrough year in 2005.

New product launches, enterprise-wide execution,

and strong market acceptance validated our 

commercial strategy and positioned Illumina 

for sustainable growth. We launched Infinium 

genotyping to the life science community, enabling

scientists to search accurately and economically 

for genetic correlations to disease. Capping the

year, we achieved profitability in the fourth quarter

of 2005, our eighteenth quarter of sequential 

revenue growth.

1

Oligonucleotides are a key raw material

for Illumina arrays and reagents and 

a co-branded offering under our 

collaboration agreement with Invitrogen.

Our fourth-generation Oligator® DNA

synthesizers generate unprecedented

oligonucleotide output and quality at 

the lowest cost points in our industry—

a source of competitive advantage 

for Illumina. 

2

Illumina
Annual  Report
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Dear Fellow Shareholders:

John R. Stuelpnagel, D.V.M., 

Senior Vice President and COO, and 

Jay T. Flatley, President and CEO 

Illumina had an incredible year in 2005, achieving

The resulting content features so-called

significant milestones in all areas of our business.

“tagSNPs” derived from the Human HapMap

These achievements have positioned us well 

Project. TagSNPs are proxies for larger groups 

to continue our leadership in the development 

of SNPs called haplotypes that are inherited

of tools for the large-scale analysis of genetic 

together. By taking a tagSNP-centric approach,

variation and function. 

investigators can genotype the entire human

genome comprehensively with a much smaller

We reported record financial results, launched 

population of SNPs than the 10 million or so 

several market transforming products, and scaled

total SNP variants in each of our genomes. For

our infrastructure to support the significant 

example, our Sentrix HumanHap300 BeadChip

opportunities we see for growth in the years

contains over 317,000 SNP markers with broad

ahead. In particular, we attained 45 percent 

genomic coverage—an important performance

revenue growth to $73.5 million and achieved

metric for large-scale disease association studies.

profitability in the fourth quarter. Our revenue

growth was driven by the launch of several new

The HumanHap300 has fundamentally changed 

products, most notably our whole-genome geno-

the way customers think about performance 

typing Human-1 BeadChip. In short succession, 

and quality, setting a new standard for this 

we introduced our groundbreaking HumanHap300

emerging market.

and the recently launched HumanHap550.

Performance of our whole-genome genotyping

The development of these products was enabled

products has created incredible demand, requiring

by our revolutionary Infinium assay featuring

rapid scale-up of our manufacturing capacity. 

“intelligent SNP selection.” This capability allows

The modular nature of our manufacturing process

our products to analize virtually any location of

enabled us to triple our BeadChip manufacturing

variation in the genome and provides tremendous

capacity in less than nine months with only a mod-

flexibility in product development. To maximize

est capital investment. As we look further into 2006,

this benefit, we created a Scientific Advisory

we see BeadChip demand continuing to increase

Committee comprised of HapMap participants

and we are committed to doubling our capacity

and statistical geneticists from leading research

from current levels over the course of the year

institutions to help us select the most relevant

through a combination of capital additions and

SNPs to include on our chips.

process improvements.

3

Illumina
Annual  Report
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Significant market demand has been demonstrat-

the core of our expression products with the

ed by the announcement of multiple genotyping

launch of a whole-genome RNA analysis product

deals in excess of 1,000 BeadChips each. These

for rat, a key organism in the toxicology market. 

customers include commercial organizations such

as Genizon (16,000 samples) and academic centers

Our ability to manufacture BeadChips begins 

such as CIDR (Center for Inherited Disease

with the synthesis of short pieces of DNA called

Research - 2,500 samples), as well as organizations

oligos that, once attached to beads, act as the

like Cancer Research-UK, with which we have

detectors on our chips. In 2005, we brought our

signed two significant multi-phase service agree-

fourth-generation oligo synthesis technology

ments, each to genotype at least 4,000 samples.

online. These fully automated systems are each

capable of producing more than 13,000 oligos

In 2005, our genotyping services business saw 

simultaneously, compared to our previous ability

significant growth. Revenue from our genotyping

to produce approximately 3,000 oligos in a run.

services business increased by over 70% to more

This significant increase in throughput enables 

than $13.8 million. Interestingly, the studies we

us to rapidly develop new BeadChip products,

completed were quite varied in nature—from

providing an important competitive advantage. 

human disease and genetic linkage work to a

number of significant studies focused on selective

breeding of poultry, livestock and agricultural

crops. We believe that the services business will

continue to grow in 2006 as researchers continue

to see the quality of data and the rapid turn-

around provided by our services group. 

In our gene expression business, we launched 

Our current and successor 

products will provide researchers 

with capabilities only dreamed 

of five years ago.

the industry’s first multi-sample chips for genome-

Additionally, the significantly increased scale in

wide RNA analysis of human and mouse. These

oligo manufacturing capability enabled us to 

products demonstrate the flexibility and value of

commence manufacturing of oligos under our 

the BeadChip by enabling researchers to profile

collaboration with Invitrogen Corporation, which

six whole-genome RNA samples on each chip. 
In addition, we introduced our DASL™ assay, 

was announced in December of 2004. Under this

collaboration, we manufacture co-branded oligos

giving researchers the means to perform gene

which are then sold by Invitrogen’s 350-person

expression experiments on samples with degraded

sales force. The profit resulting from the sale 

RNAs such as tumor samples embedded in 

of these collaborative products is split evenly

paraffin blocks. In 2006, we expect to complete

between the companies.

4

In just nine months, Illumina tripled

manufacturing capacity to meet fast-

growing market demand for whole-

genome genotyping arrays. Shown

above is our new decoding facility 

for Sentrix® HumanHap BeadChips.

5

BILL RASTETTER DISCUSSES

Corporate Governance

“In order to be effective, the Board 

of Directors must look objectively at 

In early 2005, we announced the completion of 

our acquisition of CyVera Corporation. We have

been focused on developing CyVera’s digital
microbead technology called VeraCode™, which 

is highly complementary to our existing BeadArray

governance, compensation and related

platform. VeraCode technology is optimized for

issues to ensure management is not only

delivering low- to mid-multiplex applications,

performing, but performing in a manner

which we will deploy into both the research mar-

that is fully transparent and fully 

compliant with best-in-class practices,”

explains William H. Rastetter, Ph.D., 

kets and the emerging field of molecular diagnos-

tics. We have rapidly integrated CyVera into our
operations and plan to launch the BeadXpress™

who was named Illumina’s non-executive 

instrument system and the first products using

Board Chairman in January 2005. 

VeraCode technology before the end of 2006. 

“Illumina’s corporate governance policies

tribute measurably to our revenue growth in 2007.

We expect that this product line will begin to con-

are both formal and rigorous. We believe

that our commitment to strong corporate

Our human resources increased by 35% in 2005,

governance creates shareholder value

with 30 of those employees joining Illumina from

through enabling us to do our jobs even

CyVera. Among key appointments to our senior

more effectively and by ensuring that our

management team, we named Christian Henry 

shareholders maintain confidence in our

as Chief Financial Officer. Earlier this year, we

management and governance practices,”

appointed Matt Posard as Vice President of

added Rastetter. 

6

Marketing. Most recently, we announced the

appointment of Arthur Holden as Senior Vice

President of Corporate and Market Development.

We look forward to leveraging Arthur’s deep 

experience in the healthcare industry.

At Illumina, we are committed to strong corporate

governance to ensure transparency and consisten-

cy in our performance as a company. Our non-

executive Chairman of the Board, Bill Rastetter, 

is helping us deliver on this commitment. Bill has

also expanded his involvement to provide strategic

guidance to our management team. 

Illumina
Annual  Report
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Our Path Forward

Whole-genome expression was the first large-scale

Much of the credit goes to our growing library 

application for microarrays, enabling the study of

of assay methods and our ability to deploy these

gene regulation to characterize specific diseases.

methods for array-based research.

Whole-genome genotyping is the next break-

through array application, allowing the association

Our products will give researchers the tools 

of our genetic code with our tendency to inherit 

to unravel the mysteries of the genome with 

or contract disease. Over the next few years, we

the ultimate aim of improving diagnostics and 

expect this market to experience rapid growth as

therapies, while laying the groundwork for a 

genotyping becomes widely adopted in clinical 

more personalized approach to healthcare that 

trials and molecular diagnostics. 

recognizes differential response to drugs and

enables more successful clinical outcomes.

Our current and successor products will provide

researchers with capabilities only dreamed of five

We believe that Illumina will be a major 

years ago: the ability to explore the genetic cause

contributor to this process. It’s an opportunity 

of disease in a comprehensive manner across the

that is both exciting and humbling.

entire human genome. We are on the brink of

what we believe will be one of the most exciting

Thank you for joining us in this endeavor.

periods of discovery in the history of medicine.

The launch of our whole-genome genotyping

products has positioned us to become a leader 

in this rapidly growing market. In addition, our

progress in scaling our infrastructure in 2005

JAY T. FLATLEY

enables us to accelerate the delivery of exciting

new products to market. 

PRESIDENT AND CHIEF EXECUTIVE OFFICER

In research, we are working on key technologies

such as DNA methylation analysis that could ulti-

JOHN R. STUELPNAGEL, D.V.M.

SENIOR VICE PRESIDENT AND CHIEF OPERATING OFFICER

mately provide critical information for understand-

ing the origin and progression of cancer. Cancer is

just one of several common, yet complex diseases

that could benefit from our technology. Illumina 

is delivering similar value to scientists studying 

diabetes, autoimmune diseases, and diseases 

related to the central nervous system (CNS). 

7

2005 RESULTS: form 10-K >

8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K

¥

n

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 1, 2006

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from 

 to 

.

Commission file number: 000-30361

Illumina, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware
(State or other Jurisdiction of
Incorporation or Organization)
9885 Towne Centre Drive,
San Diego, California
(Address of Principal Executive Offices)

33-0804655
(I.R.S. Employer
Identification No.)

92121
(zip code)

Registrant’s telephone number, including area code:
(858) 202-4500

Securities registered pursuant to Section 12(b) of the Act:
None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(Title of class)

Indicate  by  check  mark  if  the  registrant  is  a  well-known  seasoned  issuer,  as  defined  in  Rule  405  of  the

Securities Act Yes n

No ¥

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of

the Act. Yes n

No ¥

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant  was  required  to  file  such  reports),  and  (2)  has  been  subject  to  such  filing  requirements  for  the  past
90 days. Yes ¥

No n

Indicate  by  check  mark  if  disclosure  of  delinquent  filers  pursuant  to  Item  405  of  Regulation  S-K  is  not
contained  herein,  and  will  not  be  contained,  to  the  best  of  Registrant’s  knowledge,  in  definitive  proxy  or
information  statements  incorporated  by  reference  in  Part  III  of  this  Form  10-K  or  any  amendment  to  this
Form 10-K. ¥

Indicate  by  check  mark  whether  the  registrant  is  a  large  accelerated  filer,  an  accelerated  filer,  or  a  non-
accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act.
(Check one):

Large accelerated filer n

Accelerated filer ¥

Non-accelerated filer n

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes n

No ¥

As of January 31, 2006, there were 41,269,312 shares of the Registrant’s Common Stock outstanding. The
aggregate market value of the Common Stock held by non-affiliates of the Registrant as of July 1, 2005 (the last
business day of the Registrant’s most recently completed second fiscal quarter), based on the closing price for the
Common  Stock  on  the  Nasdaq  National  Market  on  that  date,  was  $463,243,240.  This  amount  excludes  an
aggregate of 2,892,533 shares of Common Stock held by officers and directors and each person known by the
Registrant to own 10% or more of the outstanding Common Stock. Exclusion of shares held by any person should
not be construed to indicate that such person possesses the power, directly or indirectly, to direct or cause the
direction of the management or policies of the Registrant, or that the Registrant is controlled by or under common
control with such person.

Portions of the Registrant’s definitive proxy statement for the annual meeting of stockholders expected to be

held on June 8, 2006 are incorporated by reference into Items 10 through 14 of Part III of this Report.

DOCUMENTS INCORPORATED BY REFERENCE

ILLUMINA, INC.

FORM 10-K
FOR THE FISCAL YEAR ENDED JANUARY 1, 2006

TABLE OF CONTENTS

PART I

Business********************************************************************
Item 1
Item 1A Risk Factors*****************************************************************
Item 1B Unresolved Staff Comments **************************************************
Properties ******************************************************************
Item 2
Legal Proceedings***********************************************************
Item 3
Submission of Matters to a Vote of Security Holders ****************************
Item 4

PART II

Item 5

Item 6
Item 7

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities ************************************************
Selected Financial Data ******************************************************
Management’s Discussion and Analysis of Financial Condition and Results of
Operation ******************************************************************
Item 7A Quantitative and Qualitative Disclosures about Market Risk **********************
Financial Statements and Supplementary Data *********************************
Item 8
Changes in and Disagreements with Accountants on Accounting and Financial
Item 9
Disclosure ******************************************************************
Item 9A Controls and Procedures *****************************************************
Item 9B Other Information ***********************************************************

PART III

Item 10 Directors and Executive Officers of the Registrant ******************************
Executive Compensation *****************************************************
Item 11
Security Ownership of Certain Beneficial Owners and Management and Related
Item 12
Stockholder Matters *********************************************************
Certain Relationships and Related Transactions *********************************
Principal Accounting Fees and Services ****************************************

Item 13
Item 14

Page

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Exhibits and Financial Statement Schedule *************************************
Item 15
Signatures****************************************************************************
Financial Statements ******************************************************************

53
57
F-1

PART IV

1

ITEM 1. Business.

PART I

This Annual Report on Form 10-K may contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, and  Section 21E of  the  Securities  Exchange  Act  of  1934.
These statements relate to future events or our future financial performance. We have attempted to
identify forward-looking statements by terminology including ‘‘anticipates,’’ ‘‘believes,’’ ‘‘can,’’ ‘‘con-
tinue,’’ ‘‘could,’’ ‘‘estimates,’’ ‘‘expects,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘plans,’’ ‘‘potential,’’ ‘‘predicts,’’ ‘‘should’’
or ‘‘will’’ or the negative of these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks, uncertainties and other factors, including the risks
outlined under ‘‘Item 1A. Risk Factors’’ in this Annual Report, that may cause our actual results, levels
of  activity,  performance  or  achievements  to  be  materially  different  from  any  future  results,  levels  or
activity,  performance  or  achievements  expressed  or  implied  by  these  forward-looking  statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you
should not unduly rely on these forward-looking statements, which speak only as of the date of this
Annual Report. We are not under any duty to update any of the forward-looking statements after the
date we file this Annual Report on Form 10-K or to conform these statements to actual results, unless
required by law. You should, however, review the factors and risks we describe in the reports we file
from time to time with the Securities and Exchange Commission.

Illumina˛, Array of ArraysTM, BeadArrayTM, DASL˛, GoldenGate˛, InfiniumTM, Sentrix˛ and Oligator˛
are our trademarks. This report also contains brand names, trademarks or service marks of companies
other  than  Illumina,  and  these  brand  names,  trademarks  and  service  marks  are  the  property  of  their
respective holders.

Available Information

Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
and all amendments to those reports are available free of charge on our website, www.illumina.com.
The information on our website is not incorporated by reference into this report. Such reports are made
available  as  soon  as  reasonably  practicable  after  filing  with,  or  furnishing  to,  the  Securities  and
Exchange Commission. The SEC also maintains an Internet site at www.sec.gov that contains reports,
proxy and information statements, and other information regarding issuers that electronically file with
the SEC.

Overview

We were incorporated in April 1998. We develop and market next-generation tools for the large-
scale analysis of genetic variation and function. Understanding genetic variation and function is critical
to  the  development  of  personalized  medicine,  a  key  goal  of  genomics.  Using  our  technologies,  we
have  developed  a  comprehensive  line  of  products  that  are  designed  to  provide  the  performance,
throughput, cost effectiveness and flexibility necessary to enable researchers in the life sciences and
pharmaceutical  industries  to  perform  the  billions  of  tests  necessary  to  extract  medically  valuable
information from advances in genomics. This information is expected to correlate genetic variation and
gene  function  with  particular  disease  states,  enhancing  drug  discovery,  allowing  diseases  to  be
detected earlier and more specifically, and permitting better choices of drugs for individual patients.

In 2001, we began commercial sale of short pieces of DNA called oligonucleotides, which we refer
to  as  oligos,  manufactured  using  our  proprietary  Oligator  technology.  We  believe  our  Oligator
technology  is  more  cost  effective  than  competing  technologies,  and  this  advantage  enabled  us  to
market our oligos under a price leadership strategy while still achieving attractive gross margins.

2

In  2001,  we  commercialized  the  first  implementation  of  our  BeadArray  technology,  the  Sentrix
Array Matrix. This is a disposable matrix with 96 fiber optic bundles arranged in a pattern that matches
the standard 96-well microtiter plate. Each fiber optic bundle performs more than 1,500 unique assays,
which enables researchers to perform focused genotyping experiments in a high-throughput format.
This format was also used to initiate our single nucleotide polymorphism (‘‘SNP’’) genotyping services
product  line.  As  a  result  of  the  increasing  market  acceptance  of  our  high  throughput,  low  cost
BeadArray  technology,  we  have  entered  into  genotyping  services  contracts  with  many  leading
genotyping  centers,  and  were  awarded  $9.1  million  from  the  National  Institutes  of  Health  to  play  a
major role in the first phase of the International HapMap Project.

Our  production-scale  BeadLab  is  a  turnkey  platform  that  includes  all  hardware  and  software
necessary  to  enable  researchers  to  perform  genetic  analysis  research  on  what  we  believe  is  an
unprecedented scale. This system is being marketed to a small number of high-throughput genotyping
users. As of January 1, 2006, we have installed and recorded revenue for 11 BeadLabs.

In 2003, we announced the launch of several new products, including 1) a new array format, the
Sentrix BeadChip, which significantly expands market opportunities for our BeadArray technology and
provides  increased  experimental  flexibility  for  life  science  researchers;  2)  a  gene  expression  product
line  on  both  the  Sentrix  Array  Matrix  and  the  Sentrix  BeadChip  that  allows  researchers  to  analyze  a
focused set of genes across eight to 96 samples on a single array; and 3) a benchtop SNP genotyping
and gene expression system, the BeadStation, for performing moderate-scale genotyping and gene
expression using our technology. The BeadStation includes our BeadArray Reader, analysis software
and assay reagents and is designed to match the throughput requirements and variable automation
needs of individual research groups and core labs. Sales of these products began in the first quarter of
2004 and, as of January 1, 2006, we have shipped 115 BeadStations.

In late 2004, we announced a strategic collaboration with Invitrogen Corporation (‘‘Invitrogen’’) to
synthesize  and  distribute  oligos.  In  the  third  quarter  of  2005,  we  began  shipping  oligo  products  in
connection with this agreement. As part of the agreement, we have developed the next generation of
our  Oligator  DNA  synthesis  technology,  which  we  have  designed  to  support  both  plate-  and  tube-
based  capabilities.  Invitrogen  is  responsible  for  sales,  marketing  and  technical  support.  Profits  from
sales of collaboration products are divided equally between the two companies.

In  2005,  we  began  shipments  of  Sentrix  BeadChips  for  whole-genome  gene  expression  and
whole-genome genotyping. The whole-genome gene expression BeadChips are designed to enable
high-performance, cost-effective, whole-genome expression profiling of multiple samples on a single
chip,  resulting  in  a  dramatic  reduction  in  cost  of  whole-genome  expression  analysis.  Our  whole-
genome  expression  product  line  includes  multi-sample  products  for  both  the  Human  and  Mouse
Genomes. The whole-genome genotyping BeadChip is designed to scale to high levels of multiplex-
ing  without  compromising  data  quality  and  to  provide  scientists  the  ability  to  query  hundreds  of
thousands  of  SNPs  in  parallel.  In  the  second  quarter  of  2005,  we  commenced  shipment  of  our  first
whole-genome genotyping BeadChip, the HumanHap1, which interrogates more than 100,000 SNPs
in parallel.

In April 2005, we completed the acquisition of CyVera Corporation, a privately-held Connecticut-
based company, pursuant to which CyVera became a wholly-owned subsidiary of Illumina. We believe
that CyVera’s digital-microbead platform will be highly complementary to our portfolio of products and
services.  The  acquisition  is  expected  to  provide  us  with  a  comprehensive  approach  to  bead-based
assays for biomarker research and development and in-vitro and molecular diagnostic opportunities,
including  those  that  require  low-complexity  as  well  as  high-complexity  testing.  We  expect  the  first
products based on CyVera’s technology to be available in the second half of 2006. The purchase price
associated  with  the  transaction  was  approximately  $17.8  million.  We  allocated  $15.8  million  of  this
purchase  price  to  acquired  in-process  research  and  development  and  charged  such  amount  against
earnings in the second quarter of 2005.

3

In January 2006, we began shipment of the new Sentrix HumanHap300 Genotyping BeadChip to
customers around the world. Using the Infinium assay, which enables us to select virtually any SNP in
the genome, the HumanHap300 BeadChip offers genomic coverage for more than 317,000 SNPs. We
selected  the  SNP  assays  in  collaboration  with  a  consortium  of  scientists  that  are  leaders  in  the
genotyping  field.  We  believe  this  product  has  quality  and  performance  features  that  support  our
expectation that it will become an important discovery tool for researchers seeking to understand the
genetic basis of common, yet complex diseases.

We are seeking to continue to expand our customer base for our BeadArray technology; however,

we can give no assurance that our sales efforts will continue to be successful.

We were incorporated in California in April 1998. We reincorporated in Delaware in July 2000. Our
principal executive offices are located at 9885 Towne Centre Drive, San Diego, California 92121. Our
telephone number is (858) 202-4500.

Industry Background

Genetic Variation and Function

Every  person  inherits  two  copies  of  each  gene,  one  from  each  parent.  The  two  copies  of  each
gene may be identical, or they may be different. These differences are referred to as genetic variation.
Examples of the physical consequences of genetic variation include differences in eye and hair color.
Genetic variation can also have important medical consequences, including predisposition to disease
and differential response to drugs. Genetic variation affects disease susceptibility, including predisposi-
tion to cancer, diabetes, cardiovascular disease and Alzheimer’s disease. In addition, genetic variation
may cause people to respond differently to the same drug treatment. Some people may respond well,
others may not respond at all, and still others may experience adverse side effects. A common form of
genetic variation is a SNP. A SNP is a variation in a single position in a DNA sequence. It is estimated
that the human genome contains over nine million SNPs.

While  in  some  cases  a  single  SNP  will  be  responsible  for  medically  important  effects,  it  is  now
believed that combinations of SNPs may contribute to the development of most major diseases. Since
there  are  millions  of  SNPs,  it  is  important  to  investigate  many  representative,  well-chosen  SNPs
simultaneously in order to discover medically valuable information.

Another contributor to disease and dysfunction is the over- or under-expression of genes within an
organism’s  cells.  A  very  complex  network  of  genes  interacts  to  produce  healthy  individuals.  The
challenge for scientists is to delineate the associated genes’ expression patterns and their relationship
to  disease.  Until  recently,  this  problem  was  addressed  by  investigating  effects  on  a  gene-by-gene
basis.  This  is  time  consuming,  and  difficulties  exist  when  several  pathways  can  not  be  observed  or
‘‘controlled’’ at the same time. With the advent of microarray technology, thousands of genes can now
be tested at the same time.

SNP Genotyping

SNP genotyping is the process of determining which base (A, C, G or T) is present at a particular
site  in  the  genome  within  an  individual  or  other  organism.  The  use  of  SNP  genotyping  to  obtain
meaningful  statistics  on  the  effect  of  an  individual  SNP  or  a  collection  of  SNPs,  and  to  apply  that
information to clinical trials and diagnostic testing, requires the analysis of millions of SNP genotypes
and the testing of large populations for each disease. For example, a single large clinical trial could
involve  genotyping  300,000  SNPs  per  patient  in  1,000  patients,  thus  requiring  300  million  assays.
Using  previously  available  technologies,  this  scale  of  SNP  genotyping  was  both  impractical  and
prohibitively expensive.

4

Large-scale  SNP  genotyping  can  be  used  in  a  variety  of  ways,  including  studies  designed  to
understand  the  genetic  contributions  to  disease  (disease  association  studies),  genomics-based  drug
development,  clinical  trial  analysis,  disease  predisposition  testing,  and  disease  diagnosis.  SNP  ge-
notyping can also be used outside of healthcare, for example in the development of plants and animals
with desirable commercial characteristics. These markets will require billions of SNP genotyping assays
annually.

Gene Expression Profiling

Gene expression profiling is the process of determining which genes are active in a specific cell or
group of cells and is accomplished by measuring mRNA, the intermediary messenger between genes
(DNA) and proteins. Variation in gene expression can cause disease, or act as an important indicator of
disease  or  predisposition  to  disease.  By  comparing  gene  expression  patterns  between  cells  from
different  environments,  such  as  normal  tissue  compared  to  diseased  tissue  or  in  the  presence  or
absence  of  a  drug,  specific  genes  or  groups  of  genes  that  play  a  role  in  these  processes  can  be
identified.  Studies  of  this  type,  often  used  in  drug  discovery,  require  monitoring  thousands,  and
preferably tens of thousands, of mRNAs in large numbers of samples. Once a smaller set of genes of
interest  has  been  identified,  researchers  can  then  examine  how  these  genes  are  expressed  or
suppressed across numerous samples, for example, within a clinical trial.

As  gene  expression  patterns  are  correlated  to  specific  diseases,  gene  expression  profiling  is
becoming  an  increasingly  important  diagnostic  tool.  Diagnostic  use  of  expression  profiling  tools  is
anticipated  to  grow  rapidly  with  the  combination  of  the  sequencing  of  various  genomes  and  the
availability of more cost-effective technologies.

Our Technologies

BeadArray Technology

We have developed a proprietary array technology that enables the large-scale analysis of genetic
variation and function. Our BeadArray technology combines microscopic beads and a substrate in a
simple proprietary manufacturing process to produce arrays that can perform many assays simultane-
ously.  Our  BeadArray  technology  provides  a  unique  combination  of  high  throughput,  cost  effective-
ness, and flexibility. We achieve high throughput with a high density of test sites per array and we are
able to format arrays either in a pattern arranged to match the wells of standard microtiter plates or in
various  configurations  in  the  format  of  standard  microscope  slides.  We  seek  to  maximize  cost
effectiveness by reducing consumption of expensive reagents and valuable samples, and through the
low  manufacturing  costs  associated  with  our  technologies.  Our  ability  to  vary  the  size,  shape  and
format  of  the  well  patterns  and  to  create  specific  bead  pools,  or  sensors,  for  different  applications
provides  the  flexibility  to  address  multiple  markets  and  market  segments.  We  believe  that  these
features have enabled our BeadArray technology to become a leading platform for the emerging high-
growth market of SNP genotyping and expect they will enable us to become a key player in the gene
expression market.

Our proprietary BeadArray technology combines microwells etched into a substrate and specially
prepared beads that self-assemble into an array. We have deployed our BeadArray technology in two
different Sentrix array formats, the Array Matrix and the BeadChip. Our first bead-based product was
the  Array  Matrix  which  incorporates  fiber  optic  bundles.  The  fiber  optic  bundles,  which  we  cut  into
lengths  of  less  than  one  inch,  are  manufactured  to  our  specifications.  Each  bundle  is  comprised  of
approximately  50,000  individual  fibers  and  96  of  these  bundles  are  placed  into  an  aluminum  plate,
which forms an Array Matrix. BeadChips are fabricated in microscope slide-shaped sizes with varying
numbers of sample sites per slide. Both formats are chemically etched to create tens to hundreds of
thousands of wells for each sample site.

5

In  a  separate  process,  we  create  sensors  by  affixing  a  specific  type  of  molecule  to  each  of  the
billions of microscopic beads in a batch. We make different batches of beads, with the beads in a given
batch  coated  with  one  particular  type  of  molecule.  The  particular  molecules  on  a  bead  define  that
bead’s function as a sensor. For example, we create a batch of SNP sensors by attaching a particular
DNA sequence, or oligo, to each bead in the batch. We combine batches of coated beads to form a
pool specific to the type of array we intend to create. A bead pool one milliliter in volume contains
sufficient  beads  to  produce  thousands  of  arrays.  One  of  the  advantages  of  this  technology  is  that  it
allows us to create universal arrays for SNP genotyping, and by varying the reagent kit, we are able to
use the array to test for any combination of SNPs.

To form an array, a pool of coated beads is brought into contact with the array surface where they
are  randomly  drawn  into  the  wells,  one  bead  per  well.  The  tens  of  thousands  of  beads  in  the  wells
comprise  our  individual  arrays.  Because  the  beads  assemble  randomly  into  the  wells,  we  perform  a
final procedure called ’decoding’ in order to determine which bead type occupies which well in the
array. We employ several proprietary methods for decoding, a process that requires only a few steps to
identify all the beads in the array. One beneficial by-product of the decoding process is a validation of
each bead in the array. This quality control test characterizes the performance of each bead and can
identify and eliminate use of any empty wells. We ensure that each bead type on the array is sufficiently
represented by including multiple copies of each bead type. Multiple bead type copies improve the
reliability and accuracy of the resulting data by allowing statistical processing of the results of identical
beads. We believe we are the only microarray company to provide this level of quality control in the
industry.

An experiment is performed by preparing a sample, such as DNA from a patient, and introducing
it  to  the  array.  The  design  features  of  our  Array  Matrix  allow  it  to  be  simply  dipped  into  a  solution
containing the sample, whereas our BeadChip allows processing of samples on a slide-sized platform.
The  molecules  in  the  sample  bind  to  their  matching  molecules  on  the  coated  bead.  The  BeadArray
Reader  detects  the  matched  molecules  by  shining  a  laser  on  the  fiber  optic  bundle  or  on  the
BeadChip.  Since  the  molecules  in  the  sample  have  a  structure  that  causes  them  to  emit  light  in
response  to  a  laser,  detection  of  a  binding  event  is  possible.  This  allows  the  measurement  of  the
number of molecules bound to each coated bead, resulting in a quantitative analysis of the sample.

Oligator Technology

Genomic applications require many different short pieces of DNA that can be made synthetically,
called oligos. For example, SNP genotyping may require three to four different oligos per assay. A SNP
genotyping experiment analyzing 10,000 SNPs may therefore require 30,000 to 40,000 different oligos,
contributing significantly to the expense of the experiment.

We  have  developed  our  proprietary  Oligator  technology  for  the  parallel  synthesis  of  many
different  oligos  to  meet  the  requirements  of  large-scale  genomics  applications.  We  believe  that  our
Oligator  technology  is  substantially  more  cost  effective  and  provides  significantly  higher  throughput
than  available  commercial  alternatives.  Our  synthesis  machines  are  computer  controlled  and  utilize
many robotic processes to minimize the amount of labor used in the manufacturing process. In 2005,
we implemented our fourth-generation Oligator technology, which is capable of manufacturing up to
13,000 different oligos per run. This is an improvement over prior generations of technology where we
could  only  manufacture  approximately  3,000  oligos  per  run.  This  increase  in  scale  was  necessary  to
enable us to support the manufacture of oligos under our collaboration with Invitrogen as well as to
support our increased need for oligos, a critical component of our BeadArray technology.

6

Key Advantages of Our BeadArray and Oligator Technologies

We believe that our BeadArray and Oligator technologies provide distinct advantages, in a variety
of  applications,  over  competing  technologies,  by  creating  cost-effective,  highly  miniaturized  arrays
with the following advantages:

High Throughput. The miniaturization of our BeadArray technology provides very high informa-
tion  content  per  unit  area.  To  increase  sample  throughput,  we  have  formatted  our  array  matrix  in  a
pattern arranged to match the wells of standard microtiter plates, allowing throughput levels of up to
nearly  150,000  unique  assays  per  microtiter  plate,  and  we  use  laboratory  robotics  to  speed  process
time. Similarly, we have patterned our whole-genome expression BeadChips to support up to 48,000
gene expression assays for six samples with each BeadChip. The Oligator’s parallel synthesis capability
allows us to manufacture the diversity of oligos necessary to support large-scale genomic applications.

Cost Effectiveness. Our array products substantially reduce the cost of experiments as a result of
our  proprietary  manufacturing  process  and  our  ability  to  capitalize  on  cost  reductions  generated  by
advances in fiber optics, plasma etching processes, digital imaging and bead chemistry. In addition,
these products require smaller reagent volumes than other array technologies, and therefore reduce
reagent costs. Our cost-effective Oligator technology further reduces reagent costs, as well as the cost
of coating beads.

Flexibility. A  wide  variety  of  conventional  chemistries  are  available  for  attaching  different
molecules, such as DNA, RNA, proteins, and other chemicals to beads. By using beads, we are able to
take advantage of these chemistries to create a wide variety of sensors, which we assemble into arrays
using the same proprietary manufacturing process. In addition, we can have fiber optic bundles and
BeadChips manufactured in multiple shapes and sizes with wells organized in various arrangements to
optimize  them  for  different  markets  and  market  segments.  In  combination,  the  use  of  beads  and
etched  wells  provides  the  flexibility  and  scalability  for  our  BeadArray  technology  to  be  tailored  to
perform many applications in many different market segments, from drug discovery to diagnostics. Our
Oligator technology allows us to manufacture a wide diversity of lengths and quantities of oligos.

Quality. The quality of our products is dependent upon each element in the system, the array,
the assay used to perform the experiment and the instrumentation and software used to capture the
results.

Each array is manufactured with a high density of beads which enables us to have multiple copies
of each individual bead type. We measure the copies simultaneously and combine them into one data
point. This allows us to make a comparison of each bead against its own population of identical beads,
which  permits  the  statistical  calculation  of  a  more  reliable  and  accurate  value  for  each  data  point.
Finally,  the  manufacture  of  the  array  includes  a  proprietary  decoding  step  that  also  functions  as  a
quality control test of every bead on every array, improving the overall quality of the data.

When we develop the assays used with our products we focus on the performance, cost and ease
of use. By developing assays that are easy to use, we can minimize the potential for the introduction of
experimental  error  into  the  experiment.  We  believe  that  this  enables  the  researcher  to  obtain  high
quality data from their experiments. Additionally, we manufacture substantially all of the reagents used
in our assays which allows us to control the quality of the product delivered to the customer.

Our Strategy

Our  goal  is  to  make  our  BeadArray  platforms  the  industry  standard  for  products  and  services

utilizing array technologies. We plan to achieve this by:
) focusing on emerging high-growth markets;
) rapidly  commercializing  our  BeadLab,  BeadStation,  Sentrix  Array  Matrix  and  BeadChip

products;

7

) expanding our technologies into multiple product lines and market segments; and

) strengthening our technological leadership.

Products and Services

The  first  implementation  of  our  BeadArray  technology,  the  Sentrix  Array  Matrix,  is  a  disposable
matrix with 96 fiber optic bundles arranged in a pattern that matches the standard 96-well microtiter
plate. Each fiber optic bundle performs more than 1,500 unique assays. The BeadChip, introduced in
2003,  is  fabricated  in  multiple  configurations  to  support  multiple  applications  and  scanning
technologies.

We have provided genotyping services using our proprietary BeadArray technology since 2001. In
addition,  we  have  developed  our  first  genotyping  and  gene  expression  products  based  on  this
technology.  These  products  include  disposable  Sentrix  Array  Matrices  and  BeadChips,  GoldenGate
and Infinium reagent kits for SNP genotyping, BeadArray Reader scanning instruments and an evolving
portfolio of custom and standard gene expression products.

SNP Genotyping

In 2001, we introduced the first commercial application of our BeadArray technology by launching
our  SNP  genotyping  services  product  line.  Since  this  launch,  we  have  had  peak  days  in  which  we
operated at over two million genotypes per day based on individual samples. To our knowledge, no
other  genotyping  platform  can  achieve  comparable  levels  of  throughput  while  delivering  such  high
accuracy and low cost.

We designed our first consumable BeadArray product, the Sentrix Array Matrix, for SNP genotyp-
ing. The Sentrix Array Matrix uses a universal format that allows it to analyze any set of SNPs. We have
also developed reagent kits based on GoldenGate assay protocols and the BeadArray Reader, a laser
scanner, which is used to read our array products.

Depending  on  throughput  and  automation  requirements,  our  customers  can  select  the  system
configuration  to  best  meet  their  needs.  For  production-scale  throughput,  our  BeadLab  would  be
appropriate,  and  for  moderate-scale  throughput,  our  BeadStation  would  be  selected.  Our  BeadLab
includes  our  BeadArray  Reader,  combined  with  LIMS,  standard  operating  procedures  and  analytical
software  and  fluid  handling  robotics.  This  production-scale  system  was  commercialized  in  late  2002
and when installed, this system can routinely produce millions of genotypes per day.

The  BeadStation,  a  system  for  performing  moderate-scale  genotyping  designed  to  match  the
throughput requirements of individual research groups and core labs, was commercialized in late 2003.
The  BeadStation  includes  our  BeadArray  Reader  and  genotyping  and/or  gene  expression  analysis
software.  Our  BeadStations  are  fully  upgradeable  to  a  full  BeadLab  through  various  steps  that  add
automation, sample preparation equipment and LIMS capability. For use in custom SNP genotyping,
both the BeadLab and BeadStation utilize GoldenGate assay reagents and our Array Matrix.

In 2003, we announced the availability of an assay set for genetic linkage analysis. This standard
product has been deployed in our genotyping services operation and is also sold to customers who
use our SNP genotyping systems. Genetic linkage analysis can help identify chromosomal regions with
potential disease associations across a related set of samples.

In  2004,  we  announced  a  new  Sentrix  Human-1  Genotyping  BeadChip  for  whole-genome
genotyping. This BeadChip provides to scientists the ability to interrogate over 100,000 SNPs located
in  high-value  genetic  regions  of  the  human  genome.  In  2006,  we  announced  the  Sentrix
HumanHap300  Genotyping  BeadChip  for  larger-scale  SNPs  studies,  which  can  assay  more  than
317,000 SNPs displayed across the entire human genome.

8

In 2005, we announced the MHC Panel Set, which allows the interrogation of a difficult-to-assay
area  of  the  genome,  often  associated  with  autoimmune  diseases.  In  addition,  we  announced  the
Mouse-6  and  MouseRef-8  Gene  Expression  BeadChip  allowing  the  study  of  the  levels  of  gene
expression in mouse model.

Gene Expression Profiling

With  the  addition  of  application  specific  accessory  kits,  our  production-scale  BeadLabs  and
BeadStations are capable of performing a growing number of applications, including gene expression
profiling.

In 2003, we introduced our focused set gene expression products on both the Sentrix Array Matrix
and Sentrix BeadChip platforms. Our system includes a BeadArray Reader for imaging Sentrix Array
Matrices  and  BeadChips,  a  hybridization  chamber  and  software  for  data  extraction.  In  addition,  we
have  developed  standard  gene  expression  products  for  each  of  the  human,  mouse  and  arabidopsis
genomes with an additional panel that focuses on human toxicology.

In  2005,  we  began  shipment  of  the  Sentrix  Human-6  and  HumanRef-8  Expression  BeadChip
products. Both products allow large-scale expression profiling of multiple samples on a single chip and
are imaged using our BeadArray Reader. The Human-6 BeadChip is designed to analyze six discrete
whole-human-genome  samples  on  one  chip,  interrogating  in  each  sample  approximately  48,000
transcripts  from  the  estimated  30,000  genes  in  the  human  genome.  The  HumanRef-8  BeadChip
product  analyzes  eight  samples  in  parallel  against  24,000  transcripts  from  the  roughly  22,000  genes
represented  in  the  consensus  RefSeq  database,  a  well-characterized  whole-genome  subset  used
broadly in genetic analysis. We expect that these gene expression BeadChips will dramatically reduce
the cost of whole-genome expression analysis, allowing researchers to expand the scale and reproduc-
ibility of large-scale biological experimentation.

Scanning Instrumentation

The BeadArray Reader, an instrument we developed, is a key component of both our production-
scale BeadLab and our benchtop BeadStation. This scanning equipment uses a laser to read the results
of experiments that are captured on our arrays and was designed to be used in all areas of genetic
analysis that use our Sentrix Array Matrices and Sentrix BeadChips.

High-Throughput Oligo Synthesis

We have put in place a state of the art oligo manufacturing facility. This facility serves both the
commercial needs under our collaboration with Invitrogen and our internal needs. In addition to their
use to coat beads, these oligos are components of the reagent kits for our BeadArray products and are
used for assay development. We manufacture oligos in a wide range of lengths and in several scales,
with the ability to add many types of modifications. We offer a range of quality control options and
have implemented a laboratory information management system to control much of the manufacturing
process.  In  2003,  we  introduced  the  first  standard  product  offerings  in  our  Oligator  product  line,  a
whole-genome oligo reference set designed and optimized for spotted gene expression microarrays,
and in 2004, we introduced a mouse genome oligo set, also for use on spotted gene expression arrays.
In  2005,  we  stopped  selling  oligos  directly  into  the  market  and  began  shipping  oligos  under  our
collaboration with Invitrogen.

9

Collaboration with Invitrogen Corporation

In  December  2004,  we  entered  into  a  strategic  collaboration  with  Invitrogen.  The  goal  of  the
collaboration  is  to  combine  our  expertise  in  oligo  manufacturing  with  the  sales,  marketing  and
distribution  capabilities  of  Invitrogen.  In  connection  with  the  collaboration,  we  have  developed  the
next generation Oligator˛ DNA synthesis technology. This technology includes both plate- and tube-
based capabilities. Under the terms of the agreement, Invitrogen paid us an upfront non-refundable
collaboration payment of $2.3 million in the first quarter of 2005. Additionally, upon the achievement
of a certain milestone, Invitrogen was obligated to make a milestone payment of $1.1 million to us. As
of January 1, 2006, this milestone has been achieved and the milestone payment was received. We
have used these funds to invest in our San Diego facility to enable the development and implementa-
tion  of  fourth-generation  Oligator  technology  and  to  extend  the  technology  into  tube-based  oligo
products.  We  began  manufacturing  and  shipping  the  plate-based  and  certain  tube-based  oligo
products under the collaboration in the third quarter of 2005. In addition, the agreement provides for
the transfer of our Oligator technology into two Invitrogen facilities outside North America. Collabora-
tion profit from the sale of collaboration products will be divided equally between the two companies.

Research and Development

We have made substantial investments in research and development since our inception. We have
assembled  a  team  of  skilled  engineers  and  scientists  who  are  specialists  in  biology,  chemistry,
informatics, instrumentation, optical systems, software, manufacturing and other related areas required
to  complete  the  development  of  our  products.  Our  research  and  development  efforts  have  focused
primarily on the tasks required to optimize our BeadArray and Oligator technologies and to support
commercialization of the products and services derived from these technologies. These efforts include
the following, among others:

) We enhanced the quality and manufacturing yield of our Sentrix Array Matrices and BeadChips.
We  are  exploring  ways  to  continue  to  increase  the  level  of  automation  in  the  manufacturing
process to further reduce the time and cost of producing arrays. We intend to add capacity to
manufacture Sentrix Array Matrices and BeadChips throughout 2006. We believe this additional
capacity  will  allow  us  to  manufacture  our  products  in  sufficient  quantity  to  meet  our  business
plan for 2006.

) We introduced a number of initiatives in 2002 and 2003 to improve the yield and quality of our
oligos  while  reducing  cost  substantially.  By  refining  our  understanding  of  the  design  and
operation  of  our  Oligator  technology,  we  have  been  able  to  make  numerous  changes  in  our
process, which we believe provides us a more cost effective system than competing technolo-
gies.  In  2005,  we  expanded  our  Oligator  technology  under  the  collaboration  agreement  with
Invitrogen  discussed  above.  In  addition,  we  expanded  our  oligo  manufacturing  facility  to
support high volume shipments.

) We have developed the BeadArray Reader, a laser scanning instrument that scans our Sentrix
array platforms. Laser scanners provide the high sensitivity and resolution required to address
the  extremely  dense  geometries  of  our  bead-based  arrays.  We  made  the  first  commercial
shipments of our scanners in the first quarter of 2003 as part of our BeadLab.

) We completed development of and launched our Direct Hyb and DASL gene expression assays
on both array formats. We believe the combination of our gene expression products flexibility
and low-per-sample cost will enable larger and more meaningful gene expression studies.

10

) We  completed  the  CyVera  acquisition,  which  we  believe  provides  us  with  a  comprehensive
approach  to  bead-based  assays  for  biomarker  research  and  development  and  in-vitro  and
molecular diagnostic opportunities, including those that require low complexity as well as high-
complexity testing. We believe the CyVera technology will be highly complementary to our own
portfolio  of  products  and  services.  We  believe  it  will  enhance  our  capabilities  to  service  our
existing  customers  and  accelerate  the  development  of  additional  technologies,  products  and
services.

) We  completed  the  development  and  launch  of  our  Infinium  whole-genome  genotyping  solu-
tion.  This  family  of  products  offers  a  flexible  BeadChip  design  and  high  density  architecture.
Infinium  Whole-Genome  Genotyping  products  are  based  on  our  BeadArray  technology  and
provide the industry’s only 100% quality control, with an average 30-fold feature redundancy.
The  revolutionary  Infinium  assays  and  corresponding  Sentrix BeadChips  allow  large-scale
interrogation of variation in the human genome.

) We  have  been  exploring  the  underlying  molecular  biology  and  chemistry  issues  related  to
developing assays and performing experiments on our BeadArray platforms. By improving our
processes and protocols, we have substantially increased the number of assays we can process
simultaneously in a single sample on our arrays.

Our research and development expenses for 2005, 2004 and 2003 (inclusive of charges relating to
stock-based compensation of $0.1 million, $0.3 million, and $1.3 million, respectively) were $27.7 mil-
lion,  $21.1  million  and  $22.5  million,  respectively.  As  compared  to  2005,  we  expect  research  and
development  expense  to  increase  in  absolute  dollars  during  2006,  as  we  continue  to  expand  our
research and product development efforts, but decrease as a percentage of overall revenue in 2006.

Government Grants

Government  grants  allow  us  to  fund  internal  scientific  programs  and  exploratory  research.  We
retain  ownership  of  all  intellectual  property  and  commercial  rights  generated  during  these  projects,
subject to a non-exclusive, non-transferable, paid-up license to practice, for or on behalf of the United
States, inventions made with federal funds. This license is retained by the U.S. government as provided
by applicable statutes and regulations. We do not believe that the retained license will have any impact
on our ability to market our products, and we do not need government approval with respect to this
license  in  order  to  enter  into  collaborations  or  other  relationships  with  third  parties.  We  were  the
recipient of a grant from the National Institutes of Health covering our participation in the first phase of
the International HapMap Project, which is a $100 million, internationally funded successor project to
the  Human  Genome  Project  that  will  help  identify  a  map  of  genetic  variations  that  may  be  used  to
perform disease-related research. We received $9.1 million of funding for this project which covered
basic research activities, the development of SNP assays and the genotyping to be performed on those
assays,  all  of  which  was  earned  in  prior  years,  except  for  approximately  $0.8  million,  which  was
recognized as revenue during the first quarter of fiscal 2005.

Intellectual Property

We  have  an  extensive  patent  portfolio,  including,  as  of  February  1,  2006,  ownership  of,  or
exclusive licenses to, 38 issued U.S. patents and 102 pending U.S. patent applications, including six
allowed applications that have not yet issued as patents, some of which derive from a common parent
application.  Our  issued  patents,  which  cover  various  aspects  of  our  array,  assay,  oligo  synthesis,
instrument and chemical detection technologies, expire between 2011 and 2022. We are seeking to
extend  this  patent  protection  on  our  BeadArray,  DASL,  GoldenGate,  Infinium,  CyVera,  Oligator,
Sentrix, Array of Arrays and related technologies. We have received or filed counterparts for many of
these patents and applications in one or more foreign countries.

11

We  also  rely  upon  trade  secrets,  know-how,  copyright  and  trademark  protection,  as  well  as
continuing technological innovation and licensing opportunities to develop and maintain our competi-
tive position. Our success will depend in part on our ability to obtain patent protection for our products
and  processes,  to  preserve  our  copyrights  and  trade  secrets,  to  operate  without  infringing  the
proprietary rights of third parties and to acquire licenses related to enabling technology or products
used with our BeadArray, DASL, GoldenGate, Infinium, Sentrix, Array of Arrays, CyVera and Oligator
technologies.

We are party to various exclusive and non-exclusive license agreements with third parties, which
grant  us  rights  to  use  key  aspects  of  our  array  technology,  assay  methods,  chemical  detection
methods,  reagent  kits  and  scanning  equipment.  We  have  exclusive  licenses  from  Tufts  University  to
patents  that  cover  our  use  of  BeadArray  technology.  These  patents  were  filed  by  Dr.  David  Walt,  a
member  of  our  board  of  directors,  the  Chairman  of  our  Scientific  Advisory  Board  and  one  of  our
founders. Our exclusive licenses expire with the termination of the underlying patents, which will occur
between 2010 and 2019. In 2001, we entered into a non-exclusive license agreement with Amersham
Biosciences that covers certain technology contained in our BeadArray Reader. In 2002, we obtained a
non-exclusive  license  from  Dade  Behring  Marburg  GmbH  that  relates  to  certain  components  of  our
GoldenGate assay. We also have additional nonexclusive licenses from various third parties for other
components  of  our  products.  In  all  cases,  the  agreements  remain  in  effect  over  the  term  of  the
underlying patents, may be terminated at our request without further obligation and require that we
pay customary royalties while the agreement is in effect.

Marketing and Distribution

Our current products address the genetic analysis portion of the life sciences market, in particular,
experiments  involving  SNP  genotyping  and  gene  expression  profiling.  These  experiments  may  be
involved in many areas of biologic research, including basic human disease research, pharmaceutical
drug discovery and development, pharmacogenomics, toxicogenomics and agricultural research. Our
potential customers include pharmaceutical, biotechnology, agrichemical,  diagnostics  and consumer
products companies, as well as academic or private research centers. The genetic analysis market is
relatively  new  and  emerging  and  its  size  and  speed  of  development  will  be  ultimately  driven  by,
among other items:

) the ability of the research community to extract medically valuable information from genomics
and to apply that knowledge to multiple areas of disease-related research and treatment;

) the  availability  of  sufficiently  low  cost,  high-throughput  research  tools  to  enable  the  large

amount of experimentation required to study genetic variation and function; and

) the availability of government and private industry funding to perform the research required to

extract medically relevant information from genomic analysis.

We market and distribute our products directly to customers in North America, major European
markets,  Japan  and  Singapore.  In  each  of  these  areas,  we  have  dedicated  sales,  service  and
application  support  personnel  responsible  for  expanding  and  managing  their  respective  customer
bases. In markets outside of these areas, primarily the Pacific Rim countries and Europe, we sell our
products and provide services to customers through distributors that specialize in life science products.
We expect to significantly increase our sales and distribution resources during 2006 and beyond as we
launch a number of new products and expand the number of customers that can use our products.

In  2004,  we  entered  into  a  strategic  collaboration  with  Invitrogen  with  a  goal  of  leveraging  our
strength in oligo synthesis with Invitrogen’s extensive sales, marketing and distribution channels. We
transitioned  all  responsibility  for  oligo  sales,  marketing  and  technical  support  to  Invitrogen  in  the
beginning of the third quarter of 2005.

12

Manufacturing

We manufacture our array platforms, reagent kits, scanning equipment and oligos in-house and
believe  that  we  currently  have  the  ability  to  manufacture  these  in  sufficient  quantity  to  meet  our
business  plan  for  2006.  We  currently  depend  upon  outside  suppliers  for  materials  used  in  the
manufacture of our products. We intend to continue, and may extend, the outsourcing of portions of
our manufacturing process to subcontractors where we determine it is in our best commercial interests.

During 2001, we moved into a new facility which allowed us to design the manufacturing areas to
fit our specific processes, and optimize material flow and personnel movement. In addition, we have
implemented information management systems for many of our manufacturing and services operations
to manage all aspects of material and sample use. We adhere to access and safety standards required
by federal, state and local health ordinances, such as standards for the use, handling and disposal of
hazardous substances.

Competition

Although we expect that our BeadArray products and services will provide significant advantages
over currently available products and services, we expect to encounter intense competition from other
companies  that  offer  products  and  services  for  the  SNP  genotyping  and  gene  expression  markets.
These  include  companies  such  as  Aclara  Biosciences  (acquired  by  ViroLogic),  Affymetrix,  Agilent,
Amersham Biosciences (acquired by GE Corp. and now named GE Healthcare), Applied Biosystems,
Beckman  Coulter,  Caliper  Technologies,  Luminex,  ParAllele  Bioscience  (acquired  by  Affymetrix),
Perlegen Sciences, NimbleGen, Sequenom and Third Wave Technologies. Some of these companies
have  or  will  have  substantially  greater  financial,  technical,  research,  and  other  resources  and  larger,
more established marketing, sales, distribution and service organizations than we do. In addition, they
may have greater name recognition than we do in the markets we need to address and in some cases a
large  installed  base  of  systems.  Each  of  these  markets  is  very  competitive  and  we  expect  new
competitors to emerge and the intensity of competition to increase in the future. In order to effectively
compete  with  these  companies,  we  will  need  to  demonstrate  that  our  products  have  superior
throughput,  cost  and  accuracy  advantages  over  the  existing  products.  Rapid  technological  develop-
ment may result in our products or technologies becoming obsolete. Products offered by us could be
made  obsolete  either  by  less  expensive  or  more  effective  products  based  on  similar  or  other
technologies.  Although  we  believe  that  our  technology  and  products  will  offer  advantages  that  will
enable  us  to  compete  effectively  with  these  companies,  we  cannot  assure  you  that  we  will  be
successful.

Segment and Geographic Information

We operate in one business segment, for the development, manufacture and commercialization of
tools  for  genetic  analysis.  Our  operations  are  treated  as  one  segment  as  we  only  report  operating
results on an aggregate basis to chief operating decision makers of Illumina.

During 2005, $28.0 million, or 38%, of our total revenue came from customers outside the United
States, as compared to $26.4 million, or 52%, in 2004. Sales to territories outside of the United States
are generally denominated in U.S. dollars. We expect that sales to international customers will be an
important  and  growing  source  of  revenue.  We  have  sales  support  resources  in  Western  Europe  and
direct  sales  offices  in  Japan,  Singapore  and  China.  In  addition,  we  have  distributor  relationships  in
various countries in the Pacific Rim region and Europe.

Information  about  the  geographies  in  which  we  operate  can  be  found  in  the  notes  to  the
consolidated financial statements at Note 11, ‘‘Segment Information, Geographic Data and Significant
Customers.’’

13

Seasonality

Historically, customer purchasing patterns have not shown significant seasonal variation, although
demand for our products is usually lowest in the first quarter of the calendar year and highest in the
fourth  quarter  of  the  calendar  year  as  academic  customers  spend  unused  budget  allocations  before
the end of the government’s fiscal year.

Environmental Matters

We  are  dedicated  to  the  protection  of  our  employees  and  the  environment.  Our  operations
require  the  use  of  hazardous  materials  which  subject  us  to  a  variety  of  federal,  state  and  local
environmental and safety laws and regulations. We believe we are in material compliance with current
applicable  laws  and  regulations;  however,  we  could  be  held  liable  for  damages  and  fines  should
contamination of the environment or individual exposures to hazardous substances occur. In addition,
we cannot predict how changes in these laws and regulations, or the development of new laws and
regulations, will affect our business operations or the cost of compliance.

Employees

As of January 1, 2006, we had a total of 375 employees, 73 of whom hold Ph.D. degrees. 44 of our
employees with Ph.D. degrees are engaged in full-time research and development activities. None of
our employees are represented by a labor union. We consider our employee relations to be positive.

Executive Officers

Our executive officers as of February 1, 2006, are as follows:
Name
Jay T. Flatley *******************
Christian O. Henry **************
Tristan B. Orpin*****************
John R. Stuelpnagel, DVM *******

53
37
39
48

Age

President, Chief Executive Officer and Director
Vice President, Chief Financial Officer
Vice President of Worldwide Sales
Co-Founder, Senior Vice President,
Chief Operating Officer and Director

Position

Jay T. Flatley has served as our President, Chief Executive Officer and a Director since October
1999.  Prior  to  joining  Illumina,  Mr.  Flatley  was  co-founder,  President,  Chief  Executive  Officer  and  a
Director  of  Molecular  Dynamics,  a  life  sciences  company,  from  May  1994  to  September  1999.  He
served in various other positions with that company from 1987 to 1994. From 1985 to 1987, Mr. Flatley
was  Vice  President  of  Engineering  and  Vice  President  of  Strategic  Planning  at  Plexus  Computers,  a
UNIX computer company. Mr. Flatley also serves as a director at GenVault. Mr. Flatley holds a B.A. in
Economics  from  Claremont  McKenna  College  and  a  B.S.  and  M.S.  in  Industrial  Engineering  from
Stanford University.

Christian O. Henry joined Illumina in June 2005 as Vice President and Chief Financial Officer. He is
responsible  for  worldwide  financial  operations,  controllership  functions  and  facilities  management.
Mr.  Henry  served  previously  as  the  Chief  Financial  Officer  for  Tickets.com,  a  publicly  traded,  online
ticket provider that was recently acquired by Major League Baseball Advanced Media, LP. Prior to that,
Mr. Henry was Vice President, Finance and Corporate Controller of Affymetrix, Inc., a publicly traded
life  sciences  company.  He  previously  held  a  similar  position  at  Nektar  Therapeutics  (formerly  Inhale
Therapeutic  Systems,  Inc.).  Mr.  Henry  received  a  BA  in  biochemistry  and  cell  biology  from  the
University of California, San Diego, and an M.B.A. from the University of California, Irvine. Mr. Henry is
a certified public accountant.

14

Tristan B. Orpin has served as our Vice President of Worldwide Sales since December 2002. Prior
to  joining  us,  Mr.  Orpin  was  the  Vice  President  of  Sales  and  Marketing  at  Sequenom,  a  genomics
company,  from  August  2001  to  November  2002,  and  was  Director  of  Sales  and  Marketing  at
Sequenom  from  September  1999  to  August  2001.  From  December  1988  to  September  1999,
Mr. Orpin served in several senior sales and marketing positions at Bio-Rad Laboratories, a life sciences
company. Mr. Orpin received his BSc. in Biochemistry from the University of Melbourne.

John  R.  Stuelpnagel,  D.V.M.,  one  of  our  founders,  is  our  Senior  Vice  President  and  Chief
Operating  Officer  and  has  been  a  director  since  April  1998.  From  October  1999  to  April  2002,  he
served as our Vice President of Business Development. From April 1998 to October 1999, he served as
our acting President and Chief Executive Officer and was acting Chief Financial Officer through April
2000. While founding Illumina, Dr. Stuelpnagel was an associate with CW Group, a venture capital firm,
from  June  1997  to  September  1998  and  with  Catalyst  Partners,  a  venture  capital  firm,  from  August
1996 to June 1997. Dr. Stuelpnagel received his B.S. in Biochemistry and his Doctorate in Veterinary
Medicine from the University of California, Davis and his M.B.A. from the University of California, Los
Angeles.

ITEM 1A. Risk Factors.

Our business is subject to various risks, including those described below. In addition to the other
information included in this Form 10-K, the following issues could adversely affect our operating results
or our stock price.

Litigation or other proceedings or third party claims of intellectual property infringement
could require us to spend significant time and money and could prevent us from selling our
products or services.

Our  commercial  success  depends  in  part  on  our  non-infringement  of  the  patents  or  proprietary
rights of third parties  and the ability to protect  our  own  intellectual property. Affymetrix, Inc. filed a
complaint against us in July 2004, alleging infringement of six of its patents, and other third parties
have asserted or may assert that we are employing their proprietary technology without authorization.
As we enter new markets, we expect that competitors will likely assert that our products infringe their
intellectual  property  rights  as  part  of  a  business  strategy  to  impede  our  successful  entry  into  those
markets. In addition, third parties may have obtained and may in the future obtain patents and claim
that use of our technologies infringes these patents. We could incur substantial costs and divert the
attention  of  our  management  and  technical  personnel  in  defending  ourselves  against  any  of  these
claims.  We  may  incur  the  same  costs  and  diversions  in  enforcing  our  patents  and  other  proprietary
rights against others. Furthermore, parties making claims against us may be able to obtain injunctive or
other  relief,  which  effectively  could  block  our  ability  to  further  develop,  commercialize  and  sell
products, and could result in the award of substantial damages against us. In the event of a successful
claim of infringement against us, we may be required to pay damages and obtain one or more licenses
from third parties, or be prohibited from selling certain products. We may not be able to obtain these
licenses  at  a  reasonable  cost,  or  at  all.  In  that  event,  we  could  encounter  delays  in  product
introductions while we attempt to develop alternative methods or products. Defense of any lawsuit or
failure  to  obtain  any  of  these  licenses  on  favorable  terms  could  prevent  us  from  commercializing
products, and the prohibition of sale of any of our products could materially affect our ability to grow
and to attain profitability.

15

We expect intense competition in our target markets, which could render our products
obsolete, result in significant price reductions or substantially limit the volume of products
that we sell. This would limit our ability to compete and achieve profitability. If we cannot
continuously develop and commercialize new products, our revenue may not grow as
intended.

We  compete  with  life  sciences  companies  that  design,  manufacture  and  market  instruments  for
analysis  of  genetic  variation  and  function  and  other  applications  using  technologies  such  as  two-
flow  cytometry,
dimensional  electrophoresis,  capillary  electrophoresis,  mass  spectrometry, 
microfluidics,  next-generation  DNA  sequencing  and  mechanically  deposited,  inkjet  and  photolitho-
graphic  arrays.  We  anticipate  that  we  will  face  increased  competition  in  the  future  as  existing
companies  develop  new  or  improved  products  and  as  new  companies  enter  the  market  with  new
technologies. The markets for our products are characterized by rapidly changing technology, evolving
industry standards, changes in customer needs, emerging competition, new product introductions and
strong  price  competition.  One  or  more  of  our  competitors  may  render  our  technology  obsolete  or
uneconomical.  Some  of  our  competitors  have  greater  financial  and  personnel  resources,  broader
product lines, a more established customer base and more experience in research and development
than we have. Furthermore, the life sciences and pharmaceutical companies, which are our potential
customers  and  strategic  partners,  could  develop  competing  products.  If  we  are  unable  to  develop
enhancements  to  our  technology  and  rapidly  deploy  new  product  offerings,  our  business,  financial
condition and results of operations will suffer.

We may encounter difficulties in integrating recently completed or future acquisitions that
could adversely affect our business.

In 2005, we acquired CyVera Corporation and may in the future acquire technology, products or
businesses related to our current or future business. We have limited experience in acquisition activities
and  may  have  to  devote  substantial  time  and  resources  in  order  to  complete  acquisitions.  Further,
these  potential  acquisitions  entail  risks,  uncertainties  and  potential  disruptions  to  our  business.  For
example, we may not be able to successfully integrate a company’s operations, technologies, products
and services, information systems and personnel into our business. An acquisition may further strain
our  existing  financial  and  managerial  resources,  and  divert  management’s  attention  away  from  our
other business concerns. In connection with the CyVera acquisition, we assumed certain liabilities and
hired  certain  employees  of  CyVera,  which  is  expected  to  result  in  an  increase  in  research  and
development  expenses  and  our  capital  expenditures.  There  may  also  be  unanticipated  costs  and
liabilities associated with an acquisition that could adversely affect our operating results.

We have only recently achieved profitability and may not be able to remain profitable.

We have incurred net losses each year since our inception. As of January 1, 2006, our accumulated
deficit  was  $144.6  million  and  we  incurred  a  net  loss  of  $20.9  million  for  the  year  ended  January  1,
2006. We recorded a modest profit in the fourth quarter of 2005 and we may not be profitable in 2006,
due in part to the impact of Statement of Financial Accounting Standard (‘‘SFAS’’) No. 123R, which is
expected to add additional expense of $9.0 million to $12.0 million in 2006. Our ability to maintain or
increase profitability will depend, in part, on the rate of growth, if any, of our revenue and on the level
of our expenses. We expect to continue incurring significant expenses for research and development,
for developing our manufacturing capabilities and for sales and marketing efforts to commercialize our
products. In addition, we expect that our selling and marketing expenses will increase at a higher rate
in  the  future  as  a  result  of  the  launch  of  new  products.  As  a  result,  we  expect  that  our  operating
expenses will increase significantly as we grow and, consequently, we will need to generate significant
additional  revenue  to  maintain  profitability.  Even  if  we  maintain  profitability,  we  may  not  be  able  to
increase profitability on a quarterly basis.

16

The growth and profitability of our oligo business depends on a third party.

In December 2004, we entered into a collaboration agreement with Invitrogen to sell and market
our  oligos  worldwide.  Under  the  terms  of  the  collaboration,  Invitrogen  is  responsible  for  sales,
marketing  and  technical  support,  while  we  are  responsible  for  the  manufacture  of  the  collaboration
products. As Invitrogen is solely responsible for the sales and marketing support of the collaboration,
our  continued  growth  and  profitability  related  to  these  products  depends  on  the  extent  to  which
Invitrogen  is  successful  in  penetrating  the  oligo  market  and  selling  the  collaboration  products.  If
Invitrogen is not successful in selling the collaboration products, our business, financial condition and
results of operations may suffer.

We have a limited history of commercial sales of systems and consumable products, and our
success depends on our ability to develop commercially successful products and on market
acceptance of our new and relatively unproven technologies.

We may not possess all of the resources, capability and intellectual property necessary to develop
and  commercialize  all  the  products  or  services  that  may  result  from  our  technologies.  Sales  of  our
genotyping and gene expression systems only began in 2003, and some of our other technologies are
in the early stages of commercialization or are still in development. You should evaluate us in light of
the uncertainties and complexities affecting similarly situated companies developing tools for the life
sciences and pharmaceutical industries. We must conduct a substantial amount of additional research
and  development  before  some  of  our  products  will  be  ready  for  sale  and  we  currently  have  fewer
resources available for research and development activities than many of our competitors. We may not
be able to develop or launch new products in a timely manner, or at all, or they may not meet customer
requirements  or  be  of  sufficient  quality  or  at  a  price  that  enables  us  to  compete  effectively  in  the
marketplace. Problems frequently encountered in connection with the development or early commer-
cialization  of  products  and  services  using  new  and  relatively  unproven  technologies  might  limit  our
ability  to  develop  and  successfully  commercialize  these  products  and  services.  In  addition,  we  may
need to enter into agreements to obtain intellectual property necessary to commercialize some of our
products or services, which may not be available on favorable terms, or at all.

Historically,  life  sciences  and  pharmaceutical  companies  have  analyzed  genetic  variation  and
function  using  a  variety  of  technologies.  In  order  to  be  successful,  our  products  must  meet  the
commercial requirements of the life sciences and pharmaceutical industries as tools for the large-scale
analysis of genetic variation and function.

Market acceptance will depend on many factors, including:

) our  ability  to  demonstrate  to  potential  customers  the  benefits  and  cost  effectiveness  of  our

products and services relative to others available in the market;

) the extent and effectiveness of our efforts to market, sell and distribute our products;

) our ability to manufacture products in sufficient quantities with acceptable quality and reliability

and at an acceptable cost;

) the  willingness  and  ability  of  customers  to  adopt  new  technologies  requiring  capital

investments; and

) the extended time lag and sales expenses involved between the time a potential customer is
contacted on a possible sale of our products and services and the time the sale is consummated
or rejected by the customer.

17

Any inability to adequately protect our proprietary technologies could harm our competitive
position.

Our success will depend in part on our ability to obtain patents and maintain adequate protection
of  our  intellectual  property  in  the  United  States  and  other  countries.  If  we  do  not  protect  our
intellectual property adequately, competitors may be able to use our technologies and thereby erode
our competitive advantage. The laws of some foreign countries do not protect proprietary rights to the
same  extent  as  the  laws  of  the  United  States,  and  many  companies  have  encountered  significant
problems in protecting their proprietary rights abroad. These problems can be caused by the absence
of rules and methods for defending intellectual property rights.

The  patent  positions  of  companies  developing  tools  for  the  life  sciences  and  pharmaceutical
industries, including our patent position, generally are uncertain and involve complex legal and factual
questions. We will be able to protect our proprietary rights from unauthorized use by third parties only
to  the  extent  that  our  proprietary  technologies  are  covered  by  valid  and  enforceable  patents  or  are
effectively maintained as trade secrets. We intend to apply for patents covering our technologies and
products, as we deem appropriate. However, our patent applications may be challenged and may not
result in issued patents or may be invalidated or narrowed in scope after they are issued. Questions as
to inventorship may also arise. For example, a former employee recently filed a complaint against us,
claiming he is entitled to be named as joint inventor of certain of our U.S. patents and pending U.S.
and foreign patents and seeking a judgment that the related patents and applications are unenforce-
able. See ‘‘Item 3. Legal Proceedings’’ for a description of this complaint. Any finding that our patents
and applications are unenforceable could harm our ability to prevent others from practicing the related
technology, and a finding that others have inventorship rights to our patents and applications could
require  us  to  obtain  licenses  to  practice  the  technology,  which  may  not  be  available  on  favorable
terms, if at all.

In addition, our existing patents and any future patents we obtain may not be sufficiently broad to
prevent others from practicing our technologies or from developing competing products. There also is
risk that others may independently develop similar or alternative technologies or design around our
patented technologies. Also, our patents may fail to provide us with any competitive advantage. We
may need to initiate additional lawsuits to protect or enforce our patents, or litigate against third party
claims,  which  would  be  expensive  and,  if  we  lose,  may  cause  us  to  lose  some  of  our  intellectual
property rights and reduce our ability to compete in the marketplace.

We  also  rely  upon  trade  secret  protection  for  our  confidential  and  proprietary  information.  We
have taken security measures to protect our proprietary information. These measures, however, may
not  provide  adequate  protection  for  our  trade  secrets  or  other  proprietary  information.  We  seek  to
protect  our  proprietary  information  by  entering  into  confidentiality  agreements  with  employees,
collaborators and consultants. Nevertheless, employees, collaborators or consultants may still disclose
our  proprietary  information,  and  we  may  not  be  able  to  meaningfully  protect  our  trade  secrets.  In
addition,  others  may  independently  develop  substantially  equivalent  proprietary  information  or
techniques or otherwise gain access to our trade secrets.

18

Our manufacturing capacity may limit our ability to sell our products.

We  are  currently  ramping  up  our  capacity  to  meet  our  anticipated  demand  for  our  products.
Although  we  have  significantly  increased  our  manufacturing  capacity  and  we  believe  that  we  have
plans in place to help ensure we have adequate capacity to meet our business plan in 2006, there are
uncertainties inherent in expanding our manufacturing capabilities and we may not be able to increase
our capacity in a timely manner. For example, manufacturing and product quality issues may arise as
we  increase  production  rates  at  our  manufacturing  facility  and  launch  new  products.  As  a  result,  we
may experience difficulties in meeting customer, collaborator and internal demand, in which case we
could lose customers or be required to delay new product introductions, and demand for our products
could  decline.  Additionally,  in  the  past,  we  have  experienced  variations  in  manufacturing  conditions
that have temporarily reduced production yields. Due to the intricate nature of manufacturing products
that  contain  DNA,  we  may  encounter  similar  or  previously  unknown  manufacturing  difficulties  in  the
future  that  could  significantly  reduce  production  yields,  impact  our  ability  to  launch  or  sell  these
products, or to produce them economically, prevent us from achieving expected performance levels or
cause us to set prices that hinder wide adoption by customers.

Our sales, marketing and technical support organization may limit our ability to sell our
products.

We currently have fewer resources available for sales and marketing and technical support services
as  compared  to  our  primary  competitors.  In  order  to  effectively  commercialize  our  genotyping  and
gene expression systems and other products to follow, we will need to expand our sales, marketing
and  technical  support  staff  both  domestically  and  internationally.  We  may  not  be  successful  in
establishing  or  maintaining  either  a  direct  sales  force  or  distribution  arrangements  to  market  our
products and services. In addition, we compete primarily with much larger companies, that have larger
sales and distribution staffs and a significant installed base of products in place, and the efforts from a
limited sales and marketing force may not be sufficient to build the market acceptance of our products
required to support continued growth of our business.

If we are unable to develop and maintain operation of our manufacturing capability, we may
not be able to launch or support our products in a timely manner, or at all.

We currently possess only one facility capable of manufacturing our products and services for both
sale to our customers and internal use. If a natural disaster were to significantly damage our facility or if
other events were to cause our operations to fail, these events could prevent us from developing and
manufacturing our products and services. Also, many of our manufacturing processes are automated
and  are  controlled  by  our  custom-designed  Laboratory  Information  Management  System  (‘‘LIMS’’).
Additionally,  as  part  of  the  decoding  step  in  our  array  manufacturing  process,  we  record  several
images of each array to identify what bead is in each location on the array and to validate each bead in
the array. This requires significant network and storage infrastructure. If either our LIMS system or our
networks  or  storage  infrastructure  were  to  fail  for  an  extended  period  of  time,  it  would  adversely
impact our ability to manufacture our products on a timely basis and may prevent us from achieving our
expected shipments in any given period.

19

If we are unable to find third-party manufacturers to manufacture components of our
products, we may not be able to launch or support our products in a timely manner, or at all.

The  nature  of  our  products  requires  customized  components  that  currently  are  available  from  a
limited  number  of  sources.  For  example,  we  currently  obtain  the  fiber  optic  bundles  and  BeadChip
slides included in our products from single vendors. If we are unable to secure a sufficient supply of
those  or  other  product  components,  we  will  be  unable  to  meet  demand  for  our  products.  We  may
need  to  enter  into  contractual  relationships  with  manufacturers  for  commercial-scale  production  of
some of our products, or develop these capabilities internally, and we cannot assure you that we will
be  able  to  do  this  on  a  timely  basis,  for  sufficient  quantities  or  on  commercially  reasonable  terms.
Accordingly,  we  may  not  be  able  to  establish  or  maintain  reliable,  high-volume  manufacturing  at
commercially reasonable costs.

We may encounter difficulties in managing our growth. These difficulties could increase our
losses.

We  expect  to  experience  rapid  and  substantial  growth  in  order  to  achieve  our  operating  plans,
which will place a strain on our human and capital resources. If we are unable to manage this growth
effectively,  our  losses  could  increase.  Our  ability  to  manage  our  operations  and  growth  effectively
requires  us  to  continue  to  expend  funds  to  enhance  our  operational,  financial  and  management
controls,  reporting  systems  and  procedures  and  to  attract  and  retain  sufficient  numbers  of  talented
employees. If we are unable to scale up and implement improvements to our manufacturing process
and control systems in an efficient or timely manner, or if we encounter deficiencies in existing systems
and  controls,  then  we  will  not  be  able  to  make  available  the  products  required  to  successfully
commercialize our technology. Failure to attract and retain sufficient numbers of talented employees
will further strain our human resources and could impede our growth.

We may need additional capital in the future. If additional capital is not available on
acceptable terms, we may have to curtail or cease operations.

Our future capital requirements will be substantial and will depend on many factors including our
ability to successfully market our genetic analysis systems and services, the need for capital expendi-
tures to support and expand our business, the progress and scope of our research and development
projects, the filing, prosecution and enforcement of patent claims, the outcome of our legal proceed-
ings  with  Affymetrix,  the  defense  of  any  future  litigation  involving  us  and  the  need  to  enter  into
collaborations  with  other  companies  or  acquire  other  companies  or  technologies  to  enhance  or
complement  our  product  and  service  offerings.  We  anticipate  that  our  current  cash  and  cash
equivalents,  revenue  from  sales  and  funding  from  grants  will  be  sufficient  to  fund  our  anticipated
operating needs, barring unforeseen developments. However, this expectation is based upon on our
current  operating  plan,  which  may  change  as  a  result  of  many  factors.  Consequently,  we  may  need
additional funding in the future. Our inability to raise capital would seriously harm our business and
product  development  efforts.  In  addition,  we  may  choose  to  raise  additional  capital  due  to  market
conditions  or  strategic  considerations,  such  as  an  acquisition,  even  if  we  believe  we  have  sufficient
funds for our current or future operating plans. To the extent that additional capital is raised through
the sale of equity, the issuance of these securities could result in dilution to our stockholders.

We currently have no credit facility or committed sources of capital available as of January 1, 2006.
To the extent operating and capital resources are insufficient to meet future requirements, we will have
to  raise  additional  funds  to  continue  the  development  and  commercialization  of  our  technologies.
These funds may not be available on favorable terms, or at all. If adequate funds are not available on
attractive terms, we may be required to curtail operations significantly or to obtain funds by entering
into financing, supply or collaboration agreements on unattractive terms.

20

If we lose our key personnel or are unable to attract and retain additional personnel, we may
be unable to achieve our goals.

We are highly dependent on our management and scientific personnel, including Jay Flatley, our
president  and  chief  executive  officer  and  John  Stuelpnagel,  our  senior  vice  president  and  chief
operating officer. The loss of their services could adversely impact our ability to achieve our business
objectives.  We  will  need  to  hire  additional  qualified  personnel  with  expertise  in  molecular  biology,
chemistry, biological information processing, sales, marketing and technical support. We compete for
qualified  management  and  scientific  personnel  with  other  life  science  companies,  universities  and
research  institutions,  particularly  those  focusing  on  genomics.  Competition  for  these  individuals,
particularly in the San Diego area, is intense, and the turnover rate can be high. Failure to attract and
retain  management  and  scientific  personnel  would  prevent  us  from  pursuing  collaborations  or
developing our products or technologies.

Our planned activities will require additional expertise in specific industries and areas applicable to
the  products  developed  through  our  technologies,  including  the  life  sciences  and  healthcare  indus-
tries. Thus, we will need to add new personnel, including management, and develop the expertise of
existing management. The failure to do so could impair the growth of our business.

A significant portion of our sales are to international customers.

Approximately  38%  of  our  revenue  for  the  year  ended  January  1,  2006  was  derived  from
customers outside the United States. We intend to continue to expand our international presence and
export sales to international customers and we expect the total amount of non-U.S. sales to continue
to grow. Export sales entail a variety of risks, including:

) currency exchange fluctuations;
) unexpected changes in legislative or regulatory requirements of foreign countries into which we

import our products;

) difficulties  in  obtaining  export  licenses  or  other  trade  barriers  and  restrictions  resulting  in

delivery delays; and

) significant taxes or other burdens of complying with a variety of foreign laws.

In addition, sales to international customers typically result in longer payment cycles and greater
difficulty  in  accounts  receivable  collection.  We  are  also  subject  to  general  geopolitical  risks,  such  as
political, social and economic instability and changes in diplomatic and trade relations. One or more of
these factors could have a material adverse effect on our business, financial condition and operating
results.

21

Our success depends upon the continued emergence and growth of markets for analysis of
genetic variation and function.

We  design  our  products  primarily  for  applications  in  the  life  sciences  and  pharmaceutical
industries. The usefulness of our technology depends in part upon the availability of genetic data and
its  usefulness  in  identifying  or  treating  disease.  We  are  initially  focusing  on  markets  for  analysis  of
genetic variation and function, namely SNP genotyping and gene expression profiling. Both of these
markets are new and emerging, and they may not develop as quickly as we anticipate, or reach their
full potential. Other methods of analysis of genetic variation and function may emerge and displace
the methods we are developing. Also, researchers may not seek or be able to convert raw genetic data
into medically valuable information through the analysis of genetic variation and function. In addition,
factors  affecting  research  and  development  spending  generally,  such  as  changes  in  the  regulatory
environment  affecting  life  sciences  and  pharmaceutical  companies,  and  changes  in  government
programs  that  provide  funding  to  companies  and  research  institutions,  could  harm  our  business.  If
useful genetic data is not available or if our target markets do not develop in a timely manner, demand
for  our  products  may  grow  at  a  slower  rate  than  we  expect,  and  we  may  not  be  able  to  achieve  or
sustain profitability.

We expect that our results of operations will fluctuate. This fluctuation could cause our stock
price to decline.

Our  revenue  is  subject  to  fluctuations  due  to  the  timing  of  sales  of  high-value  products  and
services projects, the impact of seasonal spending patterns, the timing and size of research projects
our customers perform, changes in overall spending levels in the life sciences industry, the timing and
amount  of  government  grant  funding  programs  and  other  unpredictable  factors  that  may  affect
customer ordering patterns. Given the difficulty in predicting the timing and magnitude of sales for our
products and services, we may experience quarter-to-quarter fluctuations in revenue resulting in the
potential for a sequential decline in quarterly revenue. A large portion of our expenses are relatively
fixed,  including  expenses  for  facilities,  equipment  and  personnel.  In  addition,  we  expect  operating
expenses to continue to increase significantly. Accordingly, if revenue does not grow as anticipated,
we  may  not  be  able  to  maintain  profitability.  Any  significant  delays  in  the  commercial  launch  of  our
products,  unfavorable  sales  trends  in  our  existing  product  lines,  or  impacts  from  the  other  factors
mentioned above, could adversely affect our revenue growth in 2006 or cause a sequential decline in
quarterly revenues. Due to the possibility of fluctuations in our revenue and expenses, we believe that
quarterly comparisons of our operating results are not a good indication of our future performance. If
our operating results fluctuate or do not meet the expectations of stock market analysts and investors,
our stock price probably would decline.

Item 1B. Unresolved Staff Comments.

None.

22

Item 2. Properties.

Our  principal  research  and  development,  manufacturing  and  administrative  facilities  occupy
approximately  116,000  square  feet  of  three  buildings  located  in  San  Diego,  California,  which  we
purchased, along with eight acres of adjacent land, in January 2002. In connection with this purchase
we  assumed  a  $26.0  million,  10-year  mortgage  on  the  property  at  a  fixed  interest  rate  of  8.36%.  In
June 2004, we entered into a conditional agreement to sell our land and buildings for $42.0 million
and  to  lease  back  such  property  for  an  initial  term  of  ten  years.  The  sale  was  completed  in  August
2004, at which time the lease was signed. Under the terms of the lease, we made a $1.9 million security
deposit  and  are  obligated  to  pay  monthly  rent  of  approximately  $318,643  for  the  first  year  with  an
annual increase of 3% in each subsequent year. The current monthly rent under this lease is $328,202.
The lease contains an option to review for three additional periods of five years each. In January 2006,
we began leasing approximately 4,500 square feet of industrial space in San Diego, California to be
used  for  distribution  and  storage  of  our  products.  The  initial  term  of  this  lease  is  three  years.  In
conjunction with our acquisition of CyVera in April 2005, we also lease office space for a facility located
in  Connecticut  that  occupies  14,884  square  feet  of  office  space.  This  lease  is  non-cancelable  and
expires  as  of  April  2008.  This  facility  is  used  primarily  for  research  and  development  purposes.  We
expect that these facilities will be sufficient for our U.S.-based operations through at least 2006.

In February 2003, we began leasing approximately 3,300 square feet of office space in Tokyo and,
in January 2004, we began leasing approximately 1,600 square feet of office space in Singapore. In
November  2005,  we  began  leasing  approximately  200  square  feet  of  office  space  in  China.  These
facilities are used by local sales, marketing and field service personnel.

Item 3. Legal Proceedings.

We have incurred substantial costs in defending ourselves against patent infringement claims, and
expect to devote substantial financial and managerial resources to protect our intellectual property and
to defend against the claims described below as well as any future claims asserted against us.

Affymetrix Litigation

On July 26, 2004, Affymetrix, Inc. (‘‘Affymetrix’’) filed a complaint in the U.S. District Court for the
District  of  Delaware  alleging  that  the  use,  manufacture  and  sale  of  our  BeadArray  products  and
services, including the Array Matrix and BeadChip products, infringe six Affymetrix patents. Affymetrix
seeks  an  injunction  against  the  sale  of  products,  if  any,  that  are  determined  to  be  infringing  these
patents, unspecified monetary damages, interest and attorneys’ fees. On September 15, 2004, we filed
our answer and counterclaims to Affymetrix’ complaint, seeking declaratory judgments from the court
that  we  do  not  infringe  the  Affymetrix  patents,  and  that  such  patents  are  invalid,  and  filed  counter-
claims against Affymetrix for unfair competition and interference with actual and prospective economic
advantage. On January 7, 2006, we sought leave to file our first amended answer and counterclaims,
adding allegations of inequitable conduct with respect to all six asserted Affymetrix patents, violation
of  Section  2  of  the  Sherman  Act,  and  unclean  hands.  Trial  is  scheduled  for  October  16,  2006.  We
believe we have meritorious defenses against each of the infringement claims alleged by Affymetrix
and intend to vigorously defend ourselves against this suit. However, we cannot be sure that we will
prevail in this matter. Any unfavorable determination, and in particular, any significant cash amounts
required  to  be  paid  by  us  or  prohibition  of  the  sale  of  our  products  and  services,  could  result  in  a
material adverse effect on our business, financial condition and results of operations.

23

Dr. Anthony W. Czarnik v. Illumina, Inc.

On  June  15,  2005,  Dr.  Anthony  W.  Czarnik,  a  former  employee,  filed  suit  against  us  in  the
U.S. District Court for the District of Delaware seeking correction of inventorship of certain our patents
and patent applications and alleging that we committed inequitable conduct and fraud in not naming
him as an inventor. Dr. Czarnik seeks an order requiring us and the U.S. Patent and Trademark Office to
correct the inventorship of certain of our patents and patent applications by adding Dr. Czarnik as an
inventor, a judgment declaring certain of our patents and patent applications unenforceable, unspeci-
fied  monetary  damages  and  attorney’s  fees.  On  August  4,  2005  we  filed  a  motion  to  dismiss  the
complaint for lack of standing and failure to state a claim. While this motion was pending, Dr. Czarnik
filed an amended complaint on September 23, 2005. On October 7, 2005, we filed a motion to dismiss
the amended complaint for lack of standing and failure to state a claim, and this motion is still pending.
There has been no trial date set for this case. We believe we have meritorious defenses against this
claim.

Termination-of-Employment Lawsuit

In March 2001, a complaint seeking damages of an unspecified amount was filed against us by
Dr.  Czarnik  in  the  Superior  Court  of  the  State  of  California  in  connection  with  the  employee’s
termination  of  employment  with  Illumina.  In  June  2002,  a  California  Superior  Court  judgment  was
rendered  against  us  and  we  recorded  a  $7.7  million  charge  in  our  financial  results  for  the  second
quarter of 2002 to cover total damages and remaining expenses. We appealed the decision, and in
December 2004, the Fourth Appellate District Court of Appeal, in San Diego, California, reduced the
amount of the award. We recorded interest expense on the $7.7 million during the appeal based on
the  statutory  rate.  As  a  result  of  the  revised  judgment,  we  reduced  the  $9.2  million  liability  on  our
balance sheet to $5.9 million and recorded a gain of $3.3 million as a litigation judgment in the fourth
quarter of 2004. In January 2005, we paid the $5.9 million and removed the liability from our balance
sheet.

Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the fourth quarter of 2005.

24

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities.

Our common stock has been quoted on the Nasdaq National Market under the symbol ‘‘ILMN’’
since July 28, 2000. Prior to that time, there was no public market for our common stock. The following
table  sets  forth,  for  the  periods  indicated,  the  quarterly  high  and  low  sales  prices  per  share  of  our
common stock as reported on the Nasdaq National Market. Our present policy is to retain earnings, if
any, to finance future growth. We have never paid cash dividends and have no present intention to pay
cash dividends in the foreseeable future.

2005

High

Low

First Quarter ****************************************************** $11.35
Second Quarter ***************************************************
12.95
Third Quarter *****************************************************
14.83
Fourth Quarter ****************************************************
16.80

$ 6.72
7.90
10.82
12.76

2004

High

Low

First Quarter ****************************************************** $10.24
Second Quarter ***************************************************
8.88
Third Quarter *****************************************************
7.22
Fourth Quarter ****************************************************
9.65

$ 6.50
6.07
4.23
6.16

At January 31, 2006, there were approximately 229 stockholders of record, and the closing price
per share of our common stock, as reported on the Nasdaq National Market on such date, was $21.44.

Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

We did not repurchase any of our securities during 2005.

Use of Proceeds

We completed our initial public offering of common stock in July 2000, resulting in net proceeds
of $101.3 million. We will continue to use proceeds from our initial public offering to fund operations.
Through January 1, 2006, we have used approximately $30.9 million to purchase property, plant and
equipment, approximately $2.4 million for the acquisition of CyVera, and approximately $46.8 million
to fund general operating expenses. The remaining balance is invested in a variety of interest-bearing
instruments including U.S. Treasury securities, and money market accounts.

25

Item 6. Selected Financial Data.

The  following  selected  historical  consolidated  financial  data  has  been  derived  from  our  audited
consolidated financial statements. The balance sheet data as of January 1, 2006 and January 2, 2005
and statement of operations data for each of the three years in the period ended January 1, 2006 are
derived from audited consolidated financial statements included in this Annual Report on Form 10-K.
The balance sheet data as of December 28, 2003, December 29, 2002, and December 30, 2001 and
statement of operations data for each of the two years in the period ended December 29, 2002 are
derived from our audited consolidated financial statements that are not included in this Annual Report
on  Form  10-K.  The  Company’s  fiscal  year  is  52  or  53  weeks  ending  the  Sunday  closest  to  Decem-
ber  31,  with  quarters  of  13  or  14  weeks  ending  the  Sunday  closest  to  March  31,  June  30,  and
September  30.  The  years  ended  January  1,  2006  and  January  2,  2005  were  52  and  53  weeks,
respectively.  You  should  read  this  table  in  conjunction  with  Item  7,  ‘‘Management’s  Discussion  and
Analysis  of  Financial  Condition  and  Results  of  Operations,’’  and  Item  8,  ‘‘Financial  Statements  and
Supplementary Data.’’

Statement of Operations Data

Year Ended Year Ended
January 2,
January 1,
2005
2006

Year Ended

Year Ended
December 28, December 29, December 30,
2002

Year Ended

2003

2001

Revenue:

Product revenue*************
Service and other revenue****
Research revenue ***********
Total revenue *************

$ 57,752
13,935
1,814

$40,497
8,075
2,011

73,501

50,583

$ 18,378
6,496
3,161

28,035

$ 4,103
3,305
2,632

10,040

$

897
99
1,490

2,486

(In thousands, except per share data)

Costs and expenses:

Cost of product revenue *******
Cost of service and other

revenue ********************
Research and development*****
Selling, general and

administrative ***************

Acquired in-process research

and development ***********

Amortization of deferred

compensation and other
stock-based compensation
charges ********************
Litigation judgment

(settlement), net***********
Total costs and expenses ***
Loss from operations ************
Interest income *****************
Interest and other expense *******
Net loss ************************

Net loss per share, basic and

diluted ***********************

Shares used in calculating net loss
per share, basic and diluted ****

19,920

11,572

7,437

1,815

489

3,261
27,725

1,687
21,114

2,600
22,511

1,721
26,848

68
20,735

27,972

25,080

18,899

9,099

5,663

15,800

—

—

—

—

270

844

2,454

4,360

5,850

—

(4,201)

94,948

56,096

(21,447)
1,404
(831)

(5,513)
941
(1,653)

756

54,657

(26,622)
1,821
(2,262)

8,052

51,895

(41,855)
3,805
(2,281)

—

32,805

(30,319)
6,198
(702)

$(20,874)

$ (6,225)

$(27,063)

$(40,331)

$(24,823)

$

(0.52)

$ (0.17)

$

(0.85)

$

(1.31)

$

(0.83)

40,147

35,845

31,925

30,890

29,748

See Note 1 to the consolidated financial statements for an explanation of the determination of the

number of shares used to compute basic and diluted net loss per share.

26

Balance Sheet Data

January 1,
2006

January 2,
2005

December 28,
2003

December 29,
2002

December 30,
2001

(In thousands)

Cash, cash equivalents and

current restricted cash and
investments ************** $ 50,822
57,992
100,610
54
(144,586)
72,497

Working capital *************
Total assets*****************
Long-term debt obligations **
Accumulated deficit *********
Total stockholders’ equity ****

$ 66,994
64,643
94,907
—
(123,712)
72,262

$ 32,882
32,229
99,234
24,999
(117,487)
47,388

$ 66,294
58,522
121,906
25,620
(90,424)
71,744

$ 93,786
91,452
122,465
590
(50,093)
106,791

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of

Operation.

The following discussion and analysis should be read with ‘‘Item 6. Selected Financial Data’’ and
our consolidated financial statements and notes thereto included elsewhere in this Annual Report on
Form 10-K. The discussion and analysis in this Annual Report on Form 10-K contains forward-looking
statements that involve risks and uncertainties, such as statements of our plans, objectives, expecta-
tions  and  intentions.  Words  such  as  ‘‘anticipate’’,  ‘‘believe,’’  ‘‘continue,’’  ‘‘estimate,’’  ‘‘expect,’’
‘‘intend,’’ ‘‘may,’’ ‘‘plan,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project’’ or similar words or phrases, or the negatives
of  these  words,  may  identify  forward-looking  statements,  but  the  absence  of  these  words  does  not
necessarily  mean  that  a  statement  is  not  forward  looking.  Examples  of  forward-looking  statements
include, among others, statements regarding the integration of CyVera’s technology with our existing
technology,  the  commercial  launch  of  new  products,  including  products  based  on  CyVera’s  technol-
ogy, and the duration which our existing cash and other resources is expected to fund our operating
activities. Forward-looking statements are subject to known and unknown risks and uncertainties and
are based on potentially inaccurate assumptions that could cause actual results to differ materially from
those expected or implied by the forward looking statements. Factors that could cause or contribute to
these  differences  include  those  discussed  in  ‘‘Item  1A.  Risk  Factors’’  as  well  as  those  discussed
elsewhere. The risk factors and other cautionary statements made in this Annual Report on Form 10-K
should  be  read  as  applying  to  all  related  forward-looking  statements  wherever  they  appear  in  this
Annual Report on Form 10-K.

Overview

We were incorporated in April 1998. We develop and market next-generation tools for the large-
scale analysis of genetic variation and function. Understanding genetic variation and function is critical
to  the  development  of  personalized  medicine,  a  key  goal  of  genomics.  Using  our  technologies,  we
have  developed  a  comprehensive  line  of  products  that  are  designed  to  provide  the  performance,
throughput, cost effectiveness and flexibility necessary to enable researchers in the life sciences and
pharmaceutical  industries  to  perform  the  billions  of  tests  necessary  to  extract  medically  valuable
information from advances in genomics. This information is expected to correlate genetic variation and
gene  function  with  particular  disease  states,  enhancing  drug  discovery,  allowing  diseases  to  be
detected earlier and more specifically, and permitting better choices of drugs for individual patients.

27

In 2001, we began commercial sale of short pieces of DNA called oligonucleotides, which we refer
to  as  oligos,  manufactured  using  our  proprietary  Oligator  technology.  We  believe  our  Oligator
technology  is  more  cost  effective  than  competing  technologies,  and  this  advantage  enabled  us  to
market our oligos under a price leadership strategy while still achieving attractive gross margins.

In  2001,  we  commercialized  the  first  implementation  of  our  BeadArray  technology,  the  Sentrix
Array Matrix. This is a disposable matrix with 96 fiber optic bundles arranged in a pattern that matches
the standard 96-well microtiter plate. Each fiber optic bundle performs more than 1,500 unique assays,
which enables researchers to perform focused genotyping experiments in a high-throughput format.
This format was also used to initiate our single nucleotide polymorphism (‘‘SNP’’) genotyping services
product  line.  As  a  result  of  the  increasing  market  acceptance  of  our  high  throughput,  low  cost
BeadArray  technology,  we  have  entered  into  genotyping  services  contracts  with  many  leading
genotyping  centers,  and  were  awarded  $9.1  million  from  the  National  Institutes  of  Health  to  play  a
major role in the first phase of the International HapMap Project.

Our  production-scale  BeadLab  is  a  turnkey  platform  that  includes  all  hardware  and  software
necessary  to  enable  researchers  to  perform  genetic  analysis  research  on  what  we  believe  is  an
unprecedented scale. This system is being marketed to a small number of high-throughput genotyping
users. As of January 1, 2006, we have installed and recorded revenue for 11 BeadLabs.

In 2003, we announced the launch of several new products, including 1) a new array format, the
Sentrix BeadChip, which significantly expands market opportunities for our BeadArray technology and
provides  increased  experimental  flexibility  for  life  science  researchers;  2)  a  gene  expression  product
line  on  both  the  Sentrix  Array  Matrix  and  the  Sentrix  BeadChip  that  allows  researchers  to  analyze  a
focused set of genes across eight to 96 samples on a single array; and 3) a benchtop SNP genotyping
and gene expression system, the BeadStation, for performing moderate-scale genotyping and gene
expression using our technology. The BeadStation includes our BeadArray Reader, analysis software
and assay reagents and is designed to match the throughput requirements and variable automation
needs of individual research groups and core labs. Sales of these products began in the first quarter of
2004 and, as of January 1, 2006, we have shipped 115 BeadStations.

In late 2004, we announced a strategic collaboration with Invitrogen Corporation (‘‘Invitrogen’’) to
synthesize  and  distribute  oligos.  In  the  third  quarter  of  2005,  we  began  shipping  oligo  products  in
connection with this agreement. As part of the agreement, we have developed the next generation of
our  Oligator  DNA  synthesis  technology,  which  we  have  designed  to  support  both  plate-  and  tube-
based  capabilities.  Invitrogen  is  responsible  for  sales,  marketing  and  technical  support.  Profits  from
sales of collaboration products are divided equally between the two companies.

In  2005,  we  began  shipments  of  Sentrix  BeadChips  for  whole-genome  gene  expression  and
whole-genome genotyping. The whole-genome gene expression BeadChips are designed to enable
high-performance, cost-effective, whole-genome expression profiling of multiple samples on a single
chip,  resulting  in  a  dramatic  reduction  in  cost  of  whole-genome  expression  analysis.  Our  whole-
genome  expression  product  line  includes  multi-sample  products  for  both  the  Human  and  Mouse
Genomes. The whole-genome genotyping BeadChip is designed to scale to high levels of multiplex-
ing  without  compromising  data  quality  and  to  provide  scientists  the  ability  to  query  hundreds  of
thousands  of  SNPs  in  parallel.  In  the  second  quarter  of  2005,  we  commenced  shipment  of  our  first
whole-genome genotyping BeadChip, the HumanHap1, which interrogates more than 100,000 SNPs
in parallel.

28

In April 2005, we completed the acquisition of CyVera Corporation, a privately-held Connecticut-
based company, pursuant to which CyVera became a wholly-owned subsidiary of Illumina. We believe
that CyVera’s digital-microbead platform will be highly complementary to our portfolio of products and
services.  The  acquisition  is  expected  to  provide  us  with  a  comprehensive  approach  to  bead-based
assays for biomarker research and development and in-vitro and molecular diagnostic opportunities,
including  those  that  require  low-complexity  as  well  as  high-complexity  testing.  We  expect  the  first
products based on CyVera’s technology to be available in the second half of 2006. The purchase price
associated  with  the  transaction  was  approximately  $17.8  million.  We  allocated  $15.8  million  of  this
purchase  price  to  acquired  in-process  research  and  development  and  charged  such  amount  against
earnings in the second quarter of 2005.

In January 2006, we began shipment of the new Sentrix HumanHap300 Genotyping BeadChip to
customers around the world. Using the Infinium assay, which enables us to select virtually any SNP in
the genome, the HumanHap300 BeadChip offers genomic coverage for more than 317,000 SNPs. We
selected  the  SNP  assays  in  collaboration  with  a  consortium  of  scientists  that  are  leaders  in  the
genotyping  field.  We  believe  this  product  has  quality  and  performance  features  that  support  our
expectation that it will become an important discovery tool for researchers seeking to understand the
genetic basis of common, yet complex diseases.

Our revenue is subject to fluctuations due to the timing of sales of high-value products and service
projects,  the  impact  of  seasonal  spending  patterns,  the  timing  and  size  of  research  projects  our
customers  perform,  changes  in  overall  spending  levels  in  the  life  science  industry,  the  timing  and
amount  of  government  grant  funding  programs  and  other  unpredictable  factors  that  may  affect  our
customer  ordering  patterns.  Any  significant  delays  in  the  commercial  launch  or  any  lack  or  delay  of
commercial  acceptance  of  new  products,  unfavorable  sales  trends  in  our  existing  product  lines,  or
impacts from the other factors mentioned above, could adversely affect our revenue growth in 2006 or
cause a sequential decline in quarterly revenues. Due to the possibility of fluctuations in our revenue
and  net  income  or  loss,  we  believe  quarterly  comparisons  of  our  operating  results  are  not  a  good
indication of our future performance.

We  have  incurred  substantial  operating  losses  since  our  inception.  As  of  January  1,  2006,  our
accumulated deficit was $144.6 million, and total stockholders’ equity was $72.5 million. These losses
have  principally  occurred  as  a  result  of  the  substantial  resources  required  for  the  research,  develop-
ment  and  manufacturing  scale  up  effort  required  to  commercialize  our  products  and  services,  an
acquired  in-process  research  and  development  charge  of  $15.8  million  related  to  our  acquisition  of
CyVera  and  a  charge  of  $5.9  million  related  to  a  termination-of-employment  lawsuit.  We  expect  to
continue  to  incur  substantial  costs  for  research,  development  and  manufacturing  scale  up  activities
over  the  next  several  years.  We  will  also  need  to  significantly  increase  our  selling,  general  and
administrative costs as we build up our sales and marketing infrastructure to expand and support the
sale of systems, other products and services. As a result of the expected increase in expenses, we will
need to increase revenue significantly to achieve sustained profitability.

Critical Accounting Policies and Estimates

General

Our discussion and analysis of our financial condition and results of operations is based upon our
consolidated  financial  statements,  which  have  been  prepared  in  accordance  with  U.S.  generally
accepted  accounting  principles.  The  preparation  of  financial  statements  requires  that  management
make estimates, assumptions and judgments with respect to the application of accounting policies that
affect  the  reported  amounts  of  assets,  liabilities,  revenues  and  expenses,  and  the  disclosures  of
contingent assets and liabilities. Actual results could differ from those estimates.

29

Our  significant  accounting  policies  are  described  in  Note  1  to  our  consolidated  financial  state-
ments. Certain accounting policies are deemed critical if 1) they require an accounting estimate to be
made  based  on  assumptions  that  were  highly  uncertain  at  the  time  the  estimate  was  made,  and
2) changes in the estimate that are reasonably likely to occur, or different estimates that we reasonably
could have used would have a material effect on our consolidated financial statements.

Management  has  discussed  the  development  and  selection  of  these  critical  accounting  policies
with  the  Audit  Committee  of  our  Board  of  Directors,  and  the  Audit  Committee  has  reviewed  the
disclosure. In addition, there are other items within our financial statements that require estimation, but
are not deemed critical as defined above.

We  believe  the  following  critical  accounting  policies  reflect  our  more  significant  estimates  and

assumptions used in the preparation of the consolidated financial statements.

Revenue Recognition

Our  revenue  is  generated  primarily  from  the  sale  of  products  and  services.  Product  revenue
consists of sales of arrays, reagents, instrumentation, and oligos. Service and other revenue consists of
revenue  received  for  performing  genotyping  services,  extended  warranty  sales  and  revenue  earned
from milestone payments. As described below, significant judgments and estimates must be made and
used in connection with the revenue recognized in any accounting period.

We  recognize  revenue  in  accordance  with  the  guidelines  established  by  SEC  Staff  Accounting
Bulletin (‘‘SAB’’) No. 104. Under SAB No. 104, revenue cannot be recorded until all of the following
criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred or services
have  been  rendered;  the  seller’s  price  to  the  buyer  is  fixed  or  determinable;  and  collectibility  is
reasonably assured.

Revenue  for  product  sales  is  recognized  generally  upon  shipment  and  transfer  of  title  to  the
customer,  provided  no  significant  obligations  remain  and  collection  of  the  receivables  is  reasonably
assured. Revenue from the sale of instrumentation is recognized when earned, which is generally upon
shipment.  However,  in  the  case  of  BeadLabs,  revenue  is  recognized  upon  the  completion  of
installation,  training  and  the  receipt  of  customer  acceptance.  Revenue  for  genotyping  services  is
recognized when earned, which is generally at the time the genotyping analysis data is delivered to the
customer or as specific milestones are achieved.

In  order  to  assess  whether  the  price  is  fixed  and  determinable,  we  ensure  there  are  no  refund
rights. If payment terms are based on future performance, we defer revenue recognition until the price
becomes fixed and determinable. We assess collectibility based on a number of factors, including past
transaction history with the customer and the creditworthiness of the customer. If we determine that
collection  of  a  payment  is  not  reasonably  assured,  we  defer  revenue  recognition  until  the  time
collection  becomes  reasonably  assured,  which  is  generally  upon  receipt  of  payment.  Changes  in
judgments  and  estimates  made  in  determining  whether  the  criteria  of  SAB  No.  104  have  been  met
might result in a change in the timing or amount of revenue recognized.

Sales of instrumentation generally include a standard one-year warranty. We also sell separately
priced maintenance (extended warranty) contracts, which are generally for one or two years, upon the
expiration of the initial warranty. Revenue for extended warranty sales is recognized ratably over the
term of the extended warranty period. Reserves are provided for estimated product warranty expenses
at  the  time  the  associated  revenue  is  recognized.  If  we  were  to  experience  an  increase  in  warranty
claims  or  if  costs  of  servicing  our  warrantied  products  were  greater  than  our  estimates,  our  gross
margins could be adversely affected.

30

While the majority of our sales agreements contain standard terms and conditions, we do enter
into  agreements  that  contain  multiple  elements  or  non-standard  terms  and  conditions.  Emerging
Issues  Task  Force  (‘‘EITF’’)  No.  00-21,  Revenue  Arrangements  with  Multiple  Deliverables,  provides
guidance  on  accounting  for  arrangements  that  involve  the  delivery  or  performance  of  multiple
products,  services,  or  rights  to  use  assets  within  contractually  binding  arrangements.  Significant
contract  interpretation  is  sometimes  required  to  determine  the  appropriate  accounting,  including
whether the deliverables specified in a multiple element arrangement should be treated as separate
units  of  accounting  for  revenue  recognition  purposes,  and  if  so,  how  the  price  should  be  allocated
among the deliverable elements, when to recognize revenue for each element, and the period over
which  revenue  should  be  recognized.  We  recognize  revenue  for  delivered  elements  only  when  we
determine  that  the  fair  values  of  undelivered  elements  are  known  and  there  are  no  uncertainties
regarding customer acceptance.

Some  of  our  agreements  contain  multiple  elements  that  include  milestone  payments.  Revenue
from  a  milestone  achievement  is  recognized  when  earned,  as  evidenced  by  acknowledgement  from
our  collaborator,  provided  that  (i)  the  milestone  event  is  substantive  and  its  achievability  was  not
reasonably assured at the inception of the agreement, (ii) the milestone represents the culmination of
an earnings process, (iii) the milestone payment is non-refundable and (iv) the performance obligations
for both us and our collaborators after the milestone achievement will continue at a level comparable
to  the  level  before  the  milestone  achievement.  If  all  of  these  criteria  are  not  met,  the  milestone
achievement is recognized over the remaining minimum period of our performance obligations under
the agreement. We defer non-refundable upfront fees received under our collaborations and recognize
them over the period the related services are provided or over the estimated collaboration term using
various  factors  specific  to  the  collaboration.  Advance  payments  we  receive  in  excess  of  amounts
earned are classified as deferred revenue until earned.

A  third  source  of  revenue,  research  revenue,  consists  of  amounts  earned  under  research  agree-
ments with government grants, which is recognized in the period during which the related costs are
incurred. All revenue is recorded net of any applicable allowances for returns or discounts.

Allowance for Doubtful Accounts

We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of
our  customers  to  make  required  payments.  We  evaluate  the  collectibility  of  our  accounts  receivable
based on a combination of factors. We regularly analyze customer accounts, review the length of time
receivables are outstanding and review historical loss rates. If the financial condition of our customers
were to deteriorate, additional allowances could be required.

Inventory Valuation

We record adjustments to inventory for potentially excess, obsolete or impaired goods in order to
state  inventory  at  net  realizable  value.  We  must  make  assumptions  about  future  demand,  market
conditions and the release of new products that will supercede old ones. We regularly review inventory
for  excess  and  obsolete  products  and  components,  taking  into  account  product  life  cycle  and
development  plans,  product  expiration  and  quality  issues,  historical  experience  and  our  current
inventory  levels.  If  actual  market  conditions  are  less  favorable  than  anticipated,  additional  inventory
adjustments could be required.

31

Contingencies

We are subject to legal proceedings primarily related to intellectual property matters. Based on
the information available at the balance sheet dates and through consultation with our legal counsel,
we  assess  the  likelihood  of  any  adverse  judgments  or  outcomes  of  these  matters,  as  well  as  the
potential ranges of probable losses. If losses are probable and reasonably estimable, we will record a
liability in accordance with Statement of Financial Accounting Standards (‘‘SFAS’’) No. 5, Accounting
for  Contingencies. Currently,  we  have  no  such  liabilities  recorded.  This  may  change  in  the  future
depending upon new developments in each matter.

Goodwill and Intangible Asset Valuation

The  purchase  method  of  accounting  for  acquisitions  requires  extensive  use  of  accounting
estimates  and  judgments  to  allocate  the  purchase  price  to  the  fair  value  of  the  net  tangible  and
intangible  assets  acquired,  including  in-process  research  and  development  (‘‘IPR&D’’).  Goodwill  and
intangible  assets  deemed  to  have  indefinite  lives  are  not  amortized,  but  are  subject  to  annual
impairment  tests.  The  amounts  and  useful  lives  assigned  to  other  acquired  intangible  assets  impact
future amortization, and the amount assigned to IPR&D is expensed immediately. Determining the fair
values and useful lives of intangible assets especially requires the exercise of judgment. While there are
a  number  of  different  acceptable  generally  accepted  valuation  methods  to  estimate  the  value  of
intangible assets acquired, we primarily use the discounted cash flow method. This method requires
significant  management  judgment  to  forecast  the  future  operating  results  used  in  the  analysis.  In
addition, other significant estimates are required  such as  residual growth rates and  discount  factors.
The  estimates  we  use  to  value  and  amortize  intangible  assets  are  consistent  with  the  plans  and
estimates that we use to manage our business and are based on available historical information and
industry estimates and averages. These judgments can significantly affect our net operating results.

During  2001,  we  adopted  SFAS  No.  142. SFAS  No.  142  requires  that  goodwill  and  certain
intangible assets be assessed for impairment using fair value measurement techniques. If the carrying
amount  of  a  reporting  unit  exceeds  its  fair  value,  then  a  goodwill  impairment  test  is  performed  to
measure the amount of the impairment loss, if any. The goodwill impairment test compares the implied
fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair
value of goodwill is determined in the same manner as in a business combination. Determining the fair
value of the implied goodwill is judgmental in nature and often involves the use of significant estimates
and assumptions. These estimates and assumptions could have a significant impact on whether or not
an impairment charge is recognized and also the magnitude of any such charge. Estimates of fair value
are primarily determined using discounted cash flows and market comparisons. These approaches use
significant estimates and assumptions, including projection and timing of future cash flows, discount
rates  reflecting  the  risk  inherent  in  future  cash  flows,  perpetual  growth  rates,  determination  of
appropriate  market  comparables,  and  determination  of  whether  a  premium  or  discount  should  be
applied  to  comparables.  It  is  reasonably  possible  that  the  plans  and  estimates  used  to  value  these
assets  may  be  incorrect.  If  our  actual  results,  or  the  plans  and  estimates  used  in  future  impairment
analyses,  are  lower  than  the  original  estimates  used  to  assess  the  recoverability  of  these  assets,  we
could incur additional impairment charges. As of January 1, 2006, we had $2.1 million of goodwill. This
goodwill is reported as a separate line item in the balance sheet for fiscal 2005.

32

Recently Issued Accounting Standards

In  December  2004,  the  Financial  Accounting  Standards  Board  (‘‘FASB’’)  issued  SFAS  No.  123
(revised 2004), Share Based Payment (‘‘SFAS 123R’’), which is a revision of SFAS No. 123, Accounting
for  Stock-Based  Compensation.  This  statement  supercedes  Accounting  Principles  Bulletin  (‘‘APB’’)
Opinion No. 25, Accounting for Stock Issued to Employees, and amends SFAS No. 95, Statement of
Cash  Flows. Generally,  the  approach  in  SFAS  No.  123R  is  similar  to  the  approach  described  in
SFAS  No.  123;  however,  SFAS  No.  123R  requires  all  share-based  payments  to  employees,  including
grants of employee stock options, to be recognized in the income statement based on their fair values.
Pro forma disclosure is no longer an alternative.

SFAS No. 123R permits companies to adopt its requirements using either a ‘‘modified prospec-
tive’’  method  or  a  ‘‘modified  retrospective’’  method.  Under  the  ‘‘modified  prospective’’  method,
compensation cost is recognized in the financial statements beginning with the effective date, based
on the requirements of SFAS No. 123R for all share-based payments granted after that date, and based
on the requirements for SFAS No. 123 for all unvested awards granted prior to the effective date of
SFAS No. 123R. Under the ‘‘modified retrospective’’ method, the requirements are the same as under
the  ‘‘modified  prospective’’  method,  but  companies  may  restate  financial  statements  of  previous
periods based on pro forma disclosures made in accordance with SFAS No. 123. We currently utilize
the Black-Scholes model to measure the fair value of stock options granted to employees under the
pro  forma  disclosure  requirements  of  SFAS  No.  123.  While  SFAS  No.  123R  permits  companies  to
continue to use such model, it also permits the use of a ‘‘lattice’’ model. We have deterimined we will
use  the  Black-Scholes  model  to  measure  the  fair  value  of  employee  stock  options  under
SFAS No. 123R. The new standard is effective for companies that are not small business issuers, like us,
beginning with the first reporting period during the first fiscal year beginning on or after June 15, 2005,
and we adopted SFAS No. 123R at the beginning of our new reporting period on January 2, 2006.

We currently account for share-based payments to employees using APB No. 25’s intrinsic value
method  and,  as  such,  recognize  no  compensation  cost  for  employee  stock  options  granted  with
exercise prices equal to or greater than the fair value of our common stock on the date of the grant.
Accordingly,  the  adoption  of  SFAS  No.  123R’s  fair  value  method  is  expected  to  result  in  significant
non-cash charges which will increase our reported operating expenses. However, it will have no impact
on our cash flows. The precise impact of adoption of SFAS No. 123R cannot be predicted at this time
because it will depend on the level of share-based payments granted in the future. However, had we
adopted  SFAS  No.  123R  in  prior  periods,  we  believe  the  impact  of  that  standard  would  have
approximated the impact of SFAS No. 123 as described in the disclosure of pro forma net loss in the
notes to our consolidated financial statements.

In November 2004, the FASB issued SFAS No. 151, Inventory Costs. We are required to adopt
the provisions of SFAS No. 151, on a prospective basis, as of January 2, 2006. SFAS No. 151 clarifies
the  accounting  for  abnormal  amounts  of  idle  facility  expense,  freight,  handling  costs,  and  wasted
material. SFAS No. 151 requires that those items — if abnormal — be recognized as expenses in the
period incurred. In addition, SFAS No. 151 requires the allocation of fixed production overheads to the
costs of conversions based upon the normal capacity of the production facilities. We do not believe
that the adoption of SFAS No. 151 will have a material impact on our financial position or results of
operations.

33

Results of Operations

To  enhance  comparability,  the  following  table  sets  forth  audited  consolidated  statement  of
operations data for the years ended January 1, 2006, January 2, 2005, and December 28, 2003 stated
as a percentage of total revenue.

Year Ended
January 1,
2006

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Revenue***************************************
Product revenue *****************************
Service and other revenue ********************
Research revenue ****************************
Total revenue ******************************

Costs and expenses:

Cost of product revenue **********************
Cost of service and other revenue *************
Research and development********************
Selling, general and administrative *************
Acquired in-process research and development**
Amortization of deferred compensation and

other stock-based compensation charges *****
Litigation judgment (settlement), net ***********
Total costs and expenses********************
Loss from operations ***************************
Interest income ********************************
Interest and other expense **********************
Net loss ***************************************

79%
19
2

80%
16
4

100

100

27
4
38
38
22

—
—

129

(29)
2
(1)

23
3
41
50
—

2
(8)

111

(11)
2
(3)

66%
23
11

100

27
9
80
67
—

9
3

195

(95)
6
(8)

(28%)

(12%)

(97%)

Comparison of Years Ended January 1, 2006 and January 2, 2005

Our fiscal year is 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,  and  September  30.  The  years  ended
January 1, 2006 and January 2, 2005 were 52 and 53 weeks, respectively.

Revenue

Product revenue **********************************
Service and other revenue *************************
Research revenue *********************************
Total revenue ***********************************

Year Ended
January 1,
2006

Year Ended
January 2,
2005

(in thousands)

$57,752
13,935
1,814

$40,497
8,075
2,011

$73,501

$50,583

Percentage
Change

43%
73
(10)

45%

Total  revenue  for  the  years  ended  January  1,  2006  and  January  2,  2005  was  $73.5  million  and
$50.6 million, respectively. This represents an increase of $22.9 million for 2005, or 45%, as compared
to 2004.

34

Product revenue increased to $57.8 million for the year ended January 1, 2006 from $40.5 million
for  the  year  ended  January  2,  2005.  The  increase  in  2005  was  primarily  due  to  higher  BeadStation,
consumable and, to a lesser extent, oligo sales. Growth in consumable sales was due to the launch of
several  new  products,  as  well  as  the  growth  in  our  installed  base  of  BeadStations.  As  of  January  1,
2006, we have shipped a total of 115 BeadStations and 11 BeadLabs.

Service  and  other  revenue  increased  to  $13.9  million  in  2005  from  $8.1  million  in  2004.  The
increase in service and other revenue is primarily due to higher demand for third-party SNP genotyping
service  contracts  during  the  2005  period.  In  addition,  due  to  the  achievement  of  a  milestone
associated with our collaboration agreement with Invitrogen, we recognized revenue of $1.1 million in
the fourth quarter of 2005. These increases were partially offset by decreased revenue related to the
International  HapMap  Project.  We  completed  all  revenue-generating  genotyping  services  for  the
International HapMap project early in the first quarter of 2005. We expect sales from third-party SNP
genotyping services contracts to fluctuate on a yearly and quarterly basis, depending on the mix and
number  of  contracts  that  are  completed.  The  timing  of  completion  of  a  SNP  genotyping  services
contract is highly dependent on the customer’s schedule for delivering the SNPs and samples to us.

Government  grants  and  other  research  funding  decreased  to  $1.8  million  for  the  year  ended
January 1, 2006 from $2.0 million for the year ended January 2, 2005, due primarily to a decrease in
internal  research  spending  for  our  grants  from  the  National  Institutes  of  Health.  We  expect  revenue
from government grants to decline in the future as we continue to expand our focus on commercial
operations.

Cost of Product and Service and Other Revenue

Year Ended
January 1,
2006

Year Ended
January 2,
2005

(In thousands)

Percentage
Change

Cost of product revenue **************************
Cost of service and other revenue******************

$19,920
3,261

$11,572
1,687

Total cost of product and service and other revenue

$23,181

$13,259

72%
93

75%

Cost  of  product  and  service  and  other  revenue  represents  manufacturing  costs  incurred  in  the
production  process,  including  component  materials,  assembly  labor  and  overhead,  installation,  war-
ranty, packaging and delivery costs, as well as costs associated with performing genotyping services
on behalf of our customers. Costs related to research revenue are included in research and develop-
ment expense. Cost of product and service and other revenue increased to $23.2 million for the year
ended January 1, 2006, as compared to $13.3 million for the year ended January 2, 2005 due primarily
to the significant increase in product revenue. Gross margin on product and service and other revenue
was 68% for 2005, as compared to 73% for 2004.

35

Cost  of  product  revenue  increased  to  $19.9  million  for  the  year  ended  January  1,  2006,  as
compared  to  $11.6  million  for  the  year  ended  January  2,  2005,  due  to  the  significant  increase  in
product revenue. Gross margin on product revenue decreased to 66% for the year ended January 1,
2006,  as  compared  to  71%  for  the  year  ended  January  2,  2005.  The  decrease  in  gross  margin
percentage is primarily due to the impact of product mix. A higher percentage of our revenue in 2005
was generated from the sale of instrumentation, which generally has a lower gross margin than other
products. Other factors contributing to the decrease include decreased gross margins related to our
consumable and oligo sales. Lower consumable margins can be primarily attributed to lower average
selling  prices  on  consumable  sales  in  2005,  as  compared  to  2004,  which  were  partially  offset  by
decreased manufacturing costs. In addition, the gross margin associated with oligo products sold as a
part of the Invitrogen collaboration was lower when compared to the prior year. The change in oligo
gross  margin  is  due  to  the  fact  that,  under  the  Invitrogen  collaboration,  we  no  longer  sell  oligos
directly. As a result, the gross margin related to this product line decreased; however, the net margin
has  increased  due  to  the  fact  that  most  of  the  sales  and  marketing  expenses  surrounding  the  oligo
business have shifted to our collaboration partner, Invitrogen.

Cost of service and other revenue increased to $3.3 million for the year ended January 1, 2006, as
compared  to  $1.7  million  for  the  year  ended  January  2,  2005.  Gross  margin  on  service  and  other
revenue decreased to 77% for the year ended January 1, 2006 from 79% in the year ended January 2,
2005. The decrease is due primarily to a change in the mix of projects and decreased average selling
prices.

We expect product mix to continue to affect our future gross margins. However, we expect our

market to become increasingly price competitive and our margins may fluctuate.

Research and Development Expenses

Year Ended
January 1,
2006

Year Ended
January 2,
2005

(In thousands)

Percentage
Change

Research and development ************************

$27,725

$21,114

31%

Our research and development expenses consist primarily of salaries and other personnel-related
expenses,  laboratory  supplies  and  other  expenses  related  to  the  design,  development,  testing  and
enhancement  of  our  products.  We  expense  our  research  and  development  expenses  as  they  are
incurred.

Research  and  development  expenses  increased  to  $27.7  million  for  the  year  ended  January  1,
2006, as compared to $21.1 million for the year ended January 2, 2005. The increase in research and
development expenses is primarily due to the development expenses incurred to develop our newly-
acquired Microbead technology purchased in conjunction with our acquisition of CyVera in April 2005.
Research  and  development  expenses  related  to  the  Microbead  technology  totaled  approximately
$3.2  million  in  2005.  Additional  factors  contributing  to  the  increased  research  and  development
expenses during 2005 relate to increased costs of $2.1 million associated with the cost of BeadArray
research  activities  and  $1.3  million  related  to  research  costs  to  support  our  Oligator  technology
platform. We believe a substantial investment in research and development is essential to remaining
competitive and expanding into additional markets. Accordingly, we expect our research and develop-
ment expenses to increase as we expand our product base.

Stock based compensation related to research and development employees and consultants was
approximately $0.1 million for the year ended January 1, 2006, as compared to $0.3 million for the year
ended January 2, 2005.

36

Selling, General and Administrative Expenses

Year Ended
January 1,
2006

Year Ended
January 2,
2005

(In thousands)

Percentage
Change

Selling, general and administrative******************

$27,972

$25,080

12%

Our selling, general and administrative expenses consist primarily of personnel costs for sales and
marketing, finance, human resources, business development, legal and general management, as well
as professional fees, such as expenses for legal and accounting services.

Selling,  general  and  administrative  expenses  increased  to  $28.0  million  for  the  year  ended
January  1,  2006,  as  compared  to  $25.1  million  for  the  year  ended  January  2,  2005.  Our  sales  and
marketing expenses increased $3.6 million, of which $2.7 million was attributable to personnel related
expenses for the build-out of our sales force and customer support staff, and $0.9 million is attributable
to other non-personnel-related costs, including sales and marketing activities for our existing and new
products.  General  and  administrative  expenses  decreased  by  $0.7  million  in  2005,  as  compared  to
2004, due primarily to a $2.5 million decrease in litigation expenses, partially offset by a $1.5 million
increase in personnel-related expenses.

We expect our selling, general and administrative expenses to accelerate as we expand our staff,
add  sales  and  marketing  infrastructure  and  incur  increased  litigation  costs  and  additional  costs  to
support the commercialization and support of an increasing number of products.

Stock  based  compensation  for  selling,  general  and  administrative  employees,  directors  and
consultants was $0.2 million for the year ended January 1, 2006, as compared to $0.5 million for the
year ended January 2, 2005. During 2005, we recorded non-cash compensation expense for acceler-
ated vesting of options for certain employees totaling approximately $0.1 million. This compensation
was provided as incentive to continue to work as key members of the sales team associated with the
Invitrogen collaboration.

Acquired In-Process Research and Development

Year Ended
January 1,
2006

Year Ended
January 2,
2005

(In thousands)

Percentage
Change

Acquired in-process research and development ******

$15,800

$ —

N/A

During  the  year  ended  January  1,  2006,  we  recorded  $15.8  million  of  acquired  IPR&D  resulting
from  the  CyVera  acquisition.  These  amounts  were  expensed  on  the  acquisition  dates  because  the
acquired technology had not yet reached technological feasibility and had no alternative future uses.
At  the  acquisition  date,  CyVera’s  ongoing  research  and  development  initiatives  were  primarily  the
development of its microbead technology platform and optical instrumentation/reader concepts. The
IPR&D charge related to the CyVera acquisition was made up of two projects that were approximately
50% and 25% complete at the date of acquisition. The discount rate applied to calculate the IPR&D
charge was 30%. Acquisitions of businesses, products or technologies by us in the future may result in
substantial charges for acquired IPR&D that may cause fluctuations in our interim or annual operating
results. There were no charges resulting from any acquisitions during the same period in 2004.

37

Amortization of Deferred Compensation and Other Stock-Based Compensation Charges

Year Ended
January 1,
2006

Year Ended
January 2,
2005

(In thousands)

Percentage
Change

Amortization of deferred compensation and other

stock-based compensation charges ***************

$270

$844

(68%)

Since our inception, in connection with the grant of certain stock options and sales of restricted
stock to employees, founders and directors through July 25, 2000, we have recorded deferred stock
compensation totaling approximately $17.6 million, representing the difference between the exercise
or  purchase  price  and  the  fair  value  of  our  common  stock  as  estimated  by  our  management  for
financial reporting purposes on the date such stock options were granted or restricted common stock
was  sold.  Deferred  compensation  is  included  as  a  reduction  of  stockholders’  equity  and  is  being
amortized  over  the  vesting  period  of  the  options  and  restricted  stock.  In  2005,  we  recorded
$0.2 million as deferred compensation related to unvested options associated with our acquisition of
CyVera.  In  addition,  in  2005,  we  granted  a  restricted  stock  award  to  an  employee  and  recorded
deferred  stock  compensation  totaling  $0.2  million.  During  the  years  ended  January  1,  2006  and
January 2, 2005, we recorded amortization of deferred stock compensation of approximately $0.3 mil-
lion and $0.8 million, respectively.

We  recognize  compensation  expense  over  the  vesting  period  for  employees,  founders  and
directors,  using  an  accelerated  amortization  methodology  in  accordance  with  FASB  Interpretation
No. 28. For consultants, deferred compensation is recorded at the fair value for the options granted or
stock  sold  in  accordance  with  SFAS  No.  123  and  is  periodically  re-measured  and  expensed  in
accordance with EITF No. 96-18.

In  2005,  we  recorded  approximately  $48,000  as  deferred  compensation  expense  related  to  our
acquisition  of  CyVera.  We  also  recorded  non-cash  compensation  expense  related  to  accelerated
vesting of options for certain employees totaling approximately $0.1 million. This compensation was
provided  to  these  employees  as  incentive  to  continue  to  work  as  key  members  of  the  sales  team
associated with the Invitrogen collaboration. In addition, in 2005 we granted a restricted stock award
to  an  employee  and  recorded  a  non-cash  compensation  charge  of  $21,000.  We  expect  expenses
related to stock-based compensation to increase significantly beginning in 2006 as we implement the
requirements  of  SFAS  No.  123R.  Although  the  adoption  of  SFAS  No.  123R’s  fair  value  method  is
expected to result in a significant increase in our reported operating expenses, it will have no impact
on our cash flows. SFAS No. 123R is discussed further in ‘‘Recently Issued Accounting Standards’’ in
Item 7 and in Note 1 to our consolidated financial statements.

Litigation Judgment (Settlement), net

Litigation judgment (settlement), net ***************

$ —

$(4,201)

(100%)

Year Ended
January 1,
2006

Year Ended
January 2,
2005

Percentage
Change

(In thousands)

38

We recorded a $7.7 million charge in June 2002 to cover total damages and estimated expenses
related  to  a  jury  verdict  in  a  termination-of-employment  lawsuit.  We  appealed  the  decision,  and  in
December 2004, the Fourth Appellate District Court of Appeal, in San Diego, California, reduced the
amount of the award. During the appeal process, the court required us to incur interest charges on the
judgment  amount  at  statutory  rates  until  the  case  was  resolved.  During  the  years  ended  January  2,
2005 and December 28, 2003, we recorded $0.6 million and $0.8 million, respectively, of such interest
charges as litigation expense. As a result of the revised judgment, we reduced the $9.2 million liability
on our balance sheet to $5.9 million and recorded a gain of $3.3 million as a litigation judgment in the
fourth quarter of 2004. In addition, in August 2004, we recorded a $1.5 million gain as a result of a
settlement with Applera.

Interest Income

Year Ended
January 1,
2006

Year Ended
January 2,
2005

(In thousands)

Percentage
Change

Interest income ***********************************

$1,404

$941

49%

Interest  income  on  our  cash  and  cash  equivalents  and  investments  was  $1.4  million  and
$0.9 million for the years ended January 1, 2006 and January 2, 2005, respectively. The increase was
due to higher average cash balances and higher effective interest rates compared to the prior year.

Interest and Other Expense

Year Ended
January 1,
2006

Year Ended
January 2,
2005

(In thousands)

Percentage
Change

Interest and other expense*************************

$831

$1,653

(50%)

Interest  and  other  expense  consists  of  interest  expense,  expenses  related  to  foreign  exchange
transaction costs, foreign income taxes and gains and losses on disposals of assets. Interest and other
expense decreased to $0.8 million for the year ended January 1, 2006, as compared to $1.7 million for
the year ended January 2, 2005.

Interest expense was $7,000 for the year ended January 1, 2006, as compared to $1.4 million for
the year ended January 2, 2005. Interest expense in the 2004 period relates primarily to a $26.0 million
fixed rate loan that was paid off in August 2004 in connection with the sale of our San Diego facilities.

In  the  year  ended  January  1,  2006,  we  recorded  approximately  $0.4  million  in  losses  due  to
foreign  currency  transactions  compared  to  $0.2  million  in  foreign  currency  transaction  losses  for  the
year  ended  January  2,  2005.  Estimated  foreign  income  taxes  were  approximately  $0.2  million  and
$0.1 million for the years ended January 1, 2006 and January 2, 2005, respectively. In addition in 2005,
we  recorded  $0.3  million  related  to  losses  on  disposal  of  assets.  There  were  no  gains  or  losses  on
disposals in 2004.

Provision for Income Taxes

We incurred net operating losses for the years ended January 1, 2006 and January 2, 2005 and,
accordingly,  we  did  not  pay  any  U.S.  federal  or  state  income  taxes.  We  have  recorded  a  valuation
allowance for the full amount of the resulting net deferred tax asset, as the future realization of the tax
benefit  is  uncertain.  As  of  January  1,  2006,  we  had  net  operating  loss  carryforwards  for  federal  and
California tax purposes of approximately $103.7 million and $40.1 million, respectively, which begin to
expire in 2018 and 2006, respectively, unless previously utilized.

39

As of January 1, 2006, we also had U.S. federal and California research and development tax credit
carryforwards  of  approximately  $4.1  million  and  $3.8  million,  respectively.  The  federal  tax  credit
carryforwards will begin to expire in 2018 and the California carryforwards have no expiration.

Our  utilization  of  the  net  operating  losses  and  credits  may  be  subject  to  substantial  annual
limitations pursuant to Section 382 and 383 of the Internal Revenue Code, and similar state provisions,
as a result of changes in our ownership structure. CyVera Corporation had an ownership change upon
our  acquisition  during  2005  and,  accordingly,  its  net  operating  loss  and  tax  credit  carryforwards  are
subject  to  annual  limitation.  These  annual  limitations  may  result  in  the  expiration  of  net  operating
losses and credits prior to utilization. We are in the final stages of completing our formal Section 382
and  383  analysis  and  it  is  anticipated  that  approximately  $0.2  million  of  our  net  operating  loss
carryforwards may be limited.

Comparison of Years Ended January 2, 2005 and December 28, 2003

Our fiscal year is 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,  and  September  30.  The  years  ended
January 2, 2005 and December 28, 2003 were 53 and 52 weeks, respectively.

Revenue

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Percentage
Change

(In thousands)

Product revenue ********************************
Service revenue*********************************
Research revenue *******************************
Total revenue *********************************

$40,497
8,075
2,011

$50,583

$18,378
6,496
3,161

$28,035

120%
24
(36)

80%

Revenue  for  the  years  ended  January  2,  2005  and  December  28,  2003  was  $50.6  million  and
$28.0 million,  respectively. Product revenue increased to $40.5 million  in 2004  from $18.4  million in
2003.  The  increase  resulted  almost  entirely  from  sales  of  consumables  used  on  our  BeadLabs  and
BeadStations  and  sales  of  our  benchtop  BeadStations,  offset  by  fewer  sales  of  our  production-scale
BeadLabs. In 2003, we had no sales of BeadStations and we only began selling consumable products
in May 2003.

Service revenue increased to $8.1 million for the year ended January 2, 2005 from $6.5 million in
for  the  year  ended  December  28,  2003.  Substantially  all  of  this  increase  relates  to  SNP  genotyping
services  performed  for  the  International  HapMap  Project.  We  are  the  recipient  of  a  grant  from  the
National Institutes of Health covering our participation in the first phase of the International HapMap
Project, which is a $100 million internationally funded successor project to the Human Genome Project
that  will  help  identify  a  map  of  genetic  variations  that  may  be  used  to  perform  disease-related
research. We received $9.1 million of funding for this project which covered basic research activities,
the  development  of  SNP  assays  and  the  genotyping  to  be  performed  on  those  assays.  We  had
recognized revenue from this grant of $8.3 million through the end of 2004. The remaining $0.8 million
of funding remaining related to this project was received and recognized as revenue in early 2005.

Government  grants  and  other  research  funding  decreased  to  $2.0  million  for  the  year  ended
January 2, 2005 from $3.2 million for the year ended December 28, 2003, primarily due to a decrease
in  internal  research  spending  for  our  grant  from  the  National  Institutes  of  Health  covering  our
participation in the International HapMap Project.

40

Cost of Product and Service Revenue

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Percentage
Change

(In thousands)

Cost of product revenue *************************
Cost of service revenue**************************
Total cost of product and service revenue *********

$11,572
1,687

$13,259

$ 7,437
2,600

$10,037

56%
(35%)

32%

Cost  of  product  and  service  revenue  represents  manufacturing  costs  incurred  in  the  production
process, including component materials, assembly labor and overhead, installation, warranty, packag-
ing and delivery costs, as well as costs associated with performing genotyping services on behalf of our
customers. Costs related to research revenue are included in research and development expense.

Cost  of  product  revenue  increased  to  $11.6  million  for  the  year  ended  January  2,  2005  from
$7.4 million for the year ended December 28, 2003. Substantially all of this increase was driven by the
sales of our BeadStations and consumables. Gross margin on product revenue increased to 71% in the
year  ended  January  2,  2005,  from  60%  for  the  year  ended  December  28,  2003,  due  primarily  to
increased  sales  of  higher  margin  consumable  products,  as  well  as  efficiencies  gained  in  oligo
manufacturing.

Cost  of  service  revenue  decreased  to  $1.7  million  for  the  year  ended  January  2,  2005  from
$2.6 million for the year ended December 28, 2003. Gross margin on service revenue increased to 79%
in the year ended January 2, 2005, from 60% for the year ended December 28, 2003. This decrease in
cost and increase in gross margin is due primarily to efficiencies gained in SNP genotyping services, as
well as lower costs of oligos used in the genotyping services process.

Research and Development Expenses

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Percentage
Change

(In thousands)

Research and development **********************

$21,114

$22,511

(6%)

Our research and development expenses consist primarily of salaries and other personnel-related
expenses,  laboratory  supplies  and  other  expenses  related  to  the  design,  development,  testing  and
enhancement  of  our  products.  We  expense  our  research  and  development  expenses  as  they  are
incurred.  Research  and  development  expenses  decreased  $1.4  million  to  $21.1  million  for  the  year
ended  January  2,  2005  from  $22.5  million  for  the  year  ended  December  28,  2003.  Approximately
$0.9 million of the decrease is attributable to personnel-related expenses and related lab supplies and
the  majority  of  the  remaining  $0.5  million  is  attributable  to  lower  manufacturing-related  resources
needed to support research efforts and a decrease in depreciation expense.

During  the  year  ended  January  2,  2005,  the  cost  of  BeadArray  technology  research  activities
decreased $0.4 million, as compared to the year ended December 28, 2003. The decrease is primarily
the result of completing the development of several products that were commercially launched in late
2003 and 2004 such as our BeadStation and focused gene set array products.

Research to support our Oligator technology platform decreased $1.0 million in the year ended
January 2, 2005, as compared to the year ended December 28, 2003. In the second quarter of 2003,
we implemented additional Oligator manufacturing and software enhancements to expand capacity,
increase throughput, and further reduce operating costs. In addition, as we increase our product sales,
a smaller portion of our manufacturing resources are now used to support research efforts as compared
to the same periods in 2003.

41

Stock based compensation related to research and development employees and consultants was
$0.3  million  for  the  year  ended  January  2,  2005,  as  compared  to  $1.3  million  for  the  year  ended
December 28, 2003.

Selling, General and Administrative Expenses

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Percentage
Change

(In thousands)

Selling, general and administrative****************

$25,080

$18,899

33%

Our selling, general and administrative expenses consist primarily of personnel costs for sales and
marketing,  finance,  human  resources,  business  development  and  general  management,  as  well  as
professional fees, such as expenses for legal and accounting services. Selling, general and administra-
tive  expenses  increased  $6.2  million  to  $25.1  million  for  the  year  ended  January  2,  2005  from
$18.9 million for the year ended December 28, 2003. Approximately $5.2 million of the increase is due
to higher sales and marketing costs, of which $4.1 million is attributable to personnel-related expenses
and $0.7 million is attributable to an increase in facility-related expenses. Approximately $1.0 million of
the  increase  in  selling,  general  and  administrative  expenses  is  related  to  general  and  administrative
costs, of which $0.4 million is related to personnel-related expenses, and the majority of the remaining
$0.6 million is attributable to expenses associated with Sarbanes-Oxley compliance and our interna-
tional expansion.

Stock based compensation related to selling, general and administrative employees, directors and
consultants was $0.5 million for the year ended January 2, 2005, as compared to $1.2 million for the
year ended December 28, 2003.

Amortization of Deferred Compensation and Other Stock-Based Compensation Charges

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Percentage
Change

(In thousands)

Amortization of deferred compensation and other

stock-based compensation charges *************

$844

$2,454

(66%)

From our inception through July 27, 2000, in connection with the grant of certain stock options
and sales of restricted stock to employees, founders and directors, we have recorded deferred stock
compensation  totaling  $17.6  million,  representing  the  difference  between  the  exercise  or  purchase
price and the fair value of our common stock as estimated for financial reporting purposes on the date
such  stock  options  were  granted  or  such  restricted  stock  was  sold.  We  recorded  this  amount  as  a
component  of  stockholders’  equity  and  amortize  the  amount  as  a  charge  to  operations  over  the
vesting period of the restricted stock and options.

We recorded amortization of deferred compensation of $0.8 million and $2.5 million for the years
ended January 2, 2005 and December 28, 2003, respectively. We recognize compensation expense
over  the  vesting  period  for  employees,  founders  and  directors,  using  an  accelerated  amortization
methodology in accordance with the FIN No. 28. For consultants, deferred compensation is recorded
at  the  fair  value  for  the  options  granted  or  stock  sold  in  accordance  with  SFAS  No.  123  and  is
periodically re-measured and expensed in accordance with EITF No. 96-18.

Litigation Judgment (Settlement), net

Litigation judgment (settlement), net **************

$(4,201)

$756

(656%)

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Percentage
Change

(In thousands)

42

We recorded a $7.7 million charge in June 2002 to cover total damages and estimated expenses
related  to  a  jury  verdict  in  a  termination-of-employment  lawsuit.  We  appealed  the  decision,  and  in
December 2004, the Fourth Appellate District Court of Appeal, in San Diego, California, reduced the
amount of the award. During the appeal process, the court required us to incur interest charges on the
judgment amount at statutory rates until the case was resolved. For the years ended January 2, 2005
and  December  28,  2003  we  recorded  $0.6  million  and  $0.8  million,  respectively,  of  such  interest
charges as litigation expense. As a result of the revised judgment, we reduced the $9.2 million liability
on our balance sheet to $5.9 million and recorded a gain of $3.3 million as a litigation judgment in the
fourth quarter of 2004.

In  1999,  we  entered  into  a  joint  development  agreement  with  Applied  Biosystems  Group,  an
operating group of Applera Corporation, under which the companies agreed to jointly develop a SNP
genotyping  system  that  would  combine  our  BeadArray  technology  with  Applied  Biosystems’  assay
chemistry and scanner technology. In conjunction with the agreement, Applied Biosystems agreed to
provide us with non-refundable research and development support of $10.0 million, all of which was
paid by December 2001 and recorded as a liability on our balance sheet as of December 28, 2003. In
December  2002,  Applied  Biosystems  initiated  a  patent  infringement  suit  and  sought  to  compel
arbitration of an alleged breach of the joint development agreement. We initiated a suit in state court
seeking  to  enjoin  the  arbitration  and  alleged  that  Applied  Biosystems  had  breached  the  joint
development agreement. In August 2004, we entered into a settlement and cross-license agreement
with  Applera.  As  a  result  of  the  settlement,  we  removed  the  $10.0  million  liability  from  our  balance
sheet, made a payment of $8.5 million to Applera and recorded a gain of $1.5 million as a litigation
settlement.

Interest Income

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Percentage
Change

(In thousands)

Interest income ********************************

$941

$1,821

(48%)

Interest  income  on  our  cash  and  cash  equivalents  and  investments  was  $0.9  million  and
$1.8 million for the years ended January 2, 2005 and December 28, 2003, respectively. The decrease is
due to lower effective interest rates, partially offset by higher average cash balances.

Interest and Other Expense

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Percentage
Change

(In thousands)

Interest and other expense **********************

$1,653

$2,262

(27%)

Interest  and  other  expense  primarily  consisted  of  interest  expense,  which  was  $1.4  million  and
$2.2  million  for  the  years  ended  January  2,  2005  and  December  28,  2003,  respectively.  Interest
expense  relates  primarily  to  a  $26.0  million  fixed  rate  loan,  which  was  paid  off  in  August  2004  in
connection with the sale of our San Diego facilities.

In the year ended January 2, 2005, we recorded approximately $150,000 in losses due to foreign
currency transactions as compared to approximately $5,000 in gains for the year ended December 28,
2003. Estimated foreign income taxes were approximately $135,000 and $45,000 for the years ended
January 2, 2005 and December 28, 2003, respectively.

43

Provision for Income Taxes

We incurred net operating losses for the years ended January 2, 2005 and December 28, 2003,
and accordingly, we did not pay any U.S. federal or state income taxes. We have recorded a valuation
allowance for the full amount of the resulting net deferred tax asset, as the future realization of the tax
benefit  is  uncertain.  As  of  January  2,  2005,  we  had  net  operating  loss  carryforwards  for  federal  and
state  tax  purposes  of  approximately  $86.5  million  and  $39.1  million,  respectively,  which  begin  to
expire in 2018, unless previously utilized.

As  of  January  2,  2005,  we  also  had  U.S.  federal  and  state  research  and  development  tax  credit
carryforwards  of  approximately  $3.1  million  and  $3.0  million,  respectively,  which  begin  to  expire  in
2018, unless previously utilized.

Liquidity and Capital Resources

Cashflow

Year Ended
January 1,
2006

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Net cash used in operating activities *************
Net cash provided by (used in) investing activities
Net cash provided by financing activities *********
Effect of foreign currency translation *************

$(9,008)
(1,535)
5,963
613

(In thousands)

$(19,574)
57,022
4,875
1

$(18,256)
28,468
216
—

Net increase (decrease) in cash and cash

equivalents **********************************

$(3,967)

$ 42,324

$ 10,428

As  of  January  1,  2006,  we  had  cash  and  cash  equivalents  of  approximately  $50.8  million.  We
currently invest our excess cash balances in U.S. dollar-based, short-term money market mutual funds.

Our operating activities used cash of $9.0 million in the year ended January 1, 2006, as compared
to $19.6 million in the year ended January 2, 2005. Net cash used in operating activities in the year
ended  January  1,  2006  was  primarily  the  result  of  a  net  loss  from  operations  of  $20.9  million,  a
$6.0  million  payment  for  a  litigation  judgment,  a  $7.0  million  increase  in  accounts  receivable  and  a
$6.5 million increase in inventory, reduced by a $7.4 million increase in accounts payable and accrued
liabilities,  a  $3.2  million  increase  in  long-term  liabilities  primarily  related  to  payments  received  from
Invitrogen  recorded  as  deferred  revenue,  non-cash  charges  of  $4.1  million  for  depreciation  and
amortization and a non-cash acquired IPR&D charge of $15.8 million related to the CyVera acquisition.
The accounts receivable and inventory increases over the prior year are primarily due to our significant
year-over-year  sales  growth  of  45%,  which  resulted  from  increased  customer  demand  and  our
introduction  of  new  products  and  services  into  the  market.  The  increase  in  accounts  payable  and
accrued liability balances was driven primarily by increases in general business activity associated with
such sales growth, as well as expenses associated with the expansion of our corporate infrastructure to
accommodate this growth. Net cash used in operating activities in the year ended January 2, 2005 was
primarily the result of a net loss from operations of $6.2 million, the payment of an $8.5 million legal
settlement,  as  described  under  ‘‘Litigation  Judgment  (Settlement),  net,’’  a  $7.2  million  increase  in
accounts receivable due to increased sales and a $2.0 million increase in other assets primarily for the
security deposit for the building lease, reduced by non-cash charges of $4.0 million for depreciation
and amortization.

44

Our investing activities used cash of $1.5 million in the year ended January 1, 2006, as compared
to providing cash of $57.0 million in the year ended January 2, 2005. Cash used in investing activities
in  the  year  ended  January  1,  2006  was  due  to  $11.4  million  used  for  the  purchase  of  property  and
equipment and $2.4 million paid for the acquisition of CyVera, reduced by $12.2 million from the sale
or maturity of investment securities used to provide operating funds for our business. Cash provided
by investing activities in the year ended January 2, 2005 was due to $40.7 million in proceeds from the
sale of our land and buildings, net of fees, and $19.7 million from the sale or maturity of investment
securities, net of purchases of investment securities used to provide operating funds for our business,
reduced by $3.4 million for the purchase of property and equipment.

Our financing activities provided $6.0 million in the year ended January 1, 2006, as compared to
$4.9  million  for  the  year  ended  January  2,  2005.  Cash  provided  from  financing  activities  in  the  year
ended January 1, 2006 was due primarily to proceeds from the issuance of common stock from option
exercises. Cash provided from financing activities in the year ended January 2, 2005 was due primarily
to proceeds from the issuance of common stock, including $28.7 million of net proceeds from the sale
of approximately 4.6 million shares of our common stock in May 2004, offset by the $25.4 million in
long-term debt we paid off in connection with the sale of our land and buildings.

In June 2002, we recorded a $7.7 million charge to cover total damages and estimated expenses
related  to  a  termination-of-employment  lawsuit.  As  a  result  of  our  decision  to  appeal  the  ruling,  we
filed a surety bond with the court in October 2002 of 1.5 times the judgment amount, or approximately
$11.3 million. Under the terms of the bond, we were required to maintain a letter of credit for 90% of
the bond amount to secure the bond. Further, we were required to deposit approximately $12.5 mil-
lion  of  marketable  securities  as  collateral  for  the  letter  of  credit  and  accordingly,  these  funds  were
restricted  from  use  for  corporate  purposes.  A  judgment  was  rendered  in  December  2004  and  a
$5.9 million payment was made in early 2005, at which time the restricted funds were released.

We  anticipate  that  our  current  cash  and  cash  equivalents,  revenue  from  sales  and  funding  from
grants  will  be  sufficient  to  fund  our  anticipated  operating  needs,  barring  unforeseen  developments.
Operating  needs  include  the  planned  costs  to  operate  our  business  including  amounts  required  to
fund working capital and capital expenditures. At the present time, we have no material commitments
for capital expenditures. However, our future capital requirements and the adequacy of our available
funds  will  depend  on  many  factors,  including  our  ability  to  successfully  commercialize  our  SNP
genotyping and gene expression systems and extensions to those products and to expand our oligos
and  SNP  genotyping  services  product  lines,  scientific  progress  in  our  research  and  development
programs, the magnitude of those programs, competing technological and market developments, the
successful  resolution  of  our  legal  proceedings  with  Affymetrix,  the  success  of  our  collaboration  with
Invitrogen and the need to enter into collaborations with other companies or acquire other companies
or  technologies  to  enhance  or  complement  our  product  and  service  offerings.  Therefore,  we  may
require additional funding in the future. In addition, we may choose to raise additional capital due to
market  conditions  or  strategic  considerations,  such  as  an  acquisition,  even  if  we  believe  we  have
sufficient funds for our current or future operating plans. Further, any additional equity financing may
be  dilutive  to  our  then  existing  stockholders  and  may  adversely  affect  their  rights  and  any  debt
financing may carry covenants that could restrict our operations.

In  December  2003,  we  filed  a  shelf  registration  statement  that  would  allow  us  to  raise  up  to
$65 million of funding through the sale of common stock in one or more transactions. In May 2004, we
raised approximately $28.7 million, net of offering expenses, through the sale of our common stock
under this shelf registration statement.

45

Off-Balance Sheet Arrangements and Contractual Obligations

We do not participate in any transactions that generate relationships with unconsolidated entities
or  financial  partnerships,  such  as  entities  often  referred  to  as  structured  finance  or  special  purpose
entities (‘‘SPEs’’), which would have been established for the purpose of facilitating off-balance sheet
arrangements or other contractually narrow or limited purposes. As of January 1, 2006, we were not
involved in any SPE transactions.

In  January  2002,  we  purchased  two  newly  constructed  buildings  and  assumed  a  $26.0  million,
10-year mortgage on the property at a fixed interest rate of 8.36%. In June 2004, we entered into a
conditional agreement to sell our land and buildings for $42.0 million and to lease back such property
for an initial term of ten years. The sale was completed in August 2004 at which time the lease was
signed.  After  the  repayment  of  the  remaining  $25.2  million  debt  and  other  related  transaction
expenses, we received $15.5 million in net cash proceeds. We removed the land and net book value of
the buildings of $36.9 million from our balance sheet and are recording the resulting $3.7 million gain
on the sale of the property over the ten-year lease term in accordance with SFAS No. 13, Accounting
for Leases. Under the terms of the lease, we made a $1.9 million security deposit, with monthly rental
payments of $318,643 for the first year with an annual increase of 3% in each subsequent year through
August 2014. The current monthly rent under this lease is $328,202. The lease contains an option to
renew for three additional periods of five years each.

We also lease office space for a facility in Connecticut, an additional manufacturing storage facility
in  San  Diego  and  for  three  foreign  facilities  located  in  Japan,  Singapore  and  China  under  non-
cancelable operating leases that expire at various times through December 2008. These leases contain
renewal options ranging from one to three years.

As of January 1, 2006, our contractual obligations are (in thousands):

Contractual Obligation
Operating leases ************* $39,513
Total************************* $39,513

Total

Payments Due by Period

Less Than
1 Year

$4,557

$4,557

1 – 3 Years

3 – 5 Years

$8,708

$8,708

$8,833

$8,833

More Than
5 Years

$17,415

$17,415

The above table does not include orders for goods and services entered into in the normal course

of business that are not enforceable or legally binding.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Sensitivity

Our  exposure  to  market  risk  for  changes  in  interest  rates  relates  primarily  to  our  investment
portfolio. The fair market value of fixed rate securities may be adversely impacted by fluctuations in
interest rates while income earned on floating rate securities may decline as a result of decreases in
interest rates. Under our current policies, we do not use interest rate derivative instruments to manage
exposure to interest rate changes. We attempt to ensure the safety and preservation of our invested
principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by
investing  in  investment  grade  securities.  We  have  historically  maintained  a  relatively  short  average
maturity for our investment portfolio, and we believe a hypothetical 100 basis point adverse move in
interest rates along the entire interest rate yield curve would not materially affect the fair value of our
interest sensitive financial instruments.

46

Foreign Currency Exchange Risk

Although most of our revenue is realized in U.S. dollars, some portions of our revenue are realized
in foreign currencies. As a result, our financial results could be affected by factors such as changes in
foreign  currency  exchange  rates  or  weak  economic  conditions  in  foreign  markets.  The  functional
currencies of our subsidiaries are their respective local currencies. Accordingly, the accounts of these
operations are translated from the local currency to the U.S. dollar using the current exchange rate in
effect at the balance sheet date for the balance sheet accounts, and using the average exchange rate
during  the  period  for  revenue  and  expense  accounts.  The  effects  of  translation  are  recorded  in
accumulated other comprehensive income as a separate component of stockholders’ equity.

Exchange  gains  and  losses  arising  from  transactions  denominated  in  foreign  currencies  are
recorded  in  operations.  In  July  2004,  we  began  hedging  significant  foreign  currency  firm  sales
commitments  and  accounts  receivable  with  forward  contracts.  We  only  use  derivative  financial
instruments  to  reduce  foreign  currency  exchange  rate  risks;  we  do  not  hold  any  derivative  financial
instruments  for  trading  or  speculative  purposes.  Our  forward  exchange  contracts  have  been  desig-
nated as cash flow hedges and accordingly, to the extent effective, any unrealized gains or losses on
these foreign currency forward contracts are reported in other comprehensive income. Realized gains
and losses for the effective portion are recognized with the underlying hedge transaction. The notional
settlement  amount  of  the  foreign  currency  forward  contracts  outstanding  at  January  1,  2006  and
January 2, 2005 were $0.1 million and $4.0 million, respectively. As of January 1, 2006, we had one
foreign currency forward contract outstanding. This contract had a fair value of $882, representing an
unrealized  gain,  and  was  included  in  other  current  assets  at  January  1,  2006.  This  contract  is  set  to
expire in March 2006 and is with a reputable bank institution. As of January 2, 2005, the outstanding
contracts had a fair value of $0.2 million, representing an unrealized loss, and were included in other
current  liabilities  at  January  2,  2005.  We  settled  foreign  exchange  contracts  of  $5.2  million  and
$0.3  million  for  the  years  ended  January  1,  2006  and  January  2,  2005,  respectively.  Our  hedging
program reduces, but does not entirely eliminate the impact of currency exchange rate movements.
We believe we have hedged all significant firm commitments denominated in foreign currencies, and
as  a  result,  any  increase  or  decrease  in  the  exchange  rates  of  these  commitments  would  have  no
material net effect to our balance sheet or our results of operations. The Company did not hold any
derivative financial instruments prior to fiscal 2004.

Item 8. Financial Statements and Supplementary Data.

The Report of Independent Registered Public Accounting Firm, Financial Statements and Notes to
Financial  Statements  begin  on  page  F-1  immediately  following  the  signature  page  and  are  incorpo-
rated herein by reference.

Our fiscal year is 52 or 53 weeks ending on the Sunday closest to December 31, with quarters of
13  or  14  weeks  ending  on  the  Sunday  closest  to  March  31,  June  30  and  September  30.  The  years
ended January 1, 2006 and January 2, 2005 were 52 and 53 weeks, respectively.

Item 9. Changes In and Disagreements With Accountants on Accounting and Financial

Disclosure.

None.

47

Item 9A. Controls and Procedures.

We have established and maintain disclosure controls and procedures that are designed to ensure
that we record, process, summarize, and report information we are required to disclose in our periodic
reports filed with the Securities and Exchange Commission in the manner and within the time periods
specified  in  the  SEC’s  rules  and  forms.  We  also  design  our  disclosure  controls  to  ensure  that  the
information  is  accumulated  and  communicated  to  our  management,  including  the  chief  executive
officer  and  the  chief  financial  officer,  as  appropriate  to  allow  timely  decisions  regarding  required
disclosure.  We  also  maintain  internal  controls  and  procedures  that  are  designed  to  ensure  that  we
comply with applicable laws and our established financial policies. We design our internal controls to
provide  reasonable  assurance  that  (1)  our  transactions  are  properly  authorized;  (2)  our  assets  are
safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and
reported in conformity with U.S. generally accepted accounting principles.

We  have  evaluated  the  design  and  operation  of  our  disclosure  controls  and  procedures  to
determine whether they are effective in ensuring that the disclosure of required information is timely
made  in  accordance  with  the  Exchange  Act  and  the  rules  and  regulations  of  the  Securities  and
Exchange Commission. This evaluation was made under the supervision and with the participation of
management, including our chief executive officer and chief financial officer as of January 1, 2006. Our
management does not expect that our disclosure controls or our internal controls will prevent all error
and  all  fraud.  A  control  system,  no  matter  how  well  conceived  and  operated,  can  provide  only
reasonable,  not  absolute,  assurance  that  the  objectives  of  the  control  system  are  met.  Further,  the
design of a control system must reflect the fact that there are resource constraints, and the benefits of
controls  must  be  considered  relative  to  their  costs.  Because  of  the  inherent  limitations  in  all  control
systems, no evaluation of controls can provide absolute assurance that all control issues and instances
of fraud, if any, have been detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of any system of controls also
is based in part upon certain assumptions about the likelihood of future events, and there can be no
assurance  that  any  design  will  succeed  in  achieving  its  stated  goals  under  all  potential  future
conditions;  over  time,  controls  may  become  inadequate  because  of  changes  in  conditions,  or  the
degree  of  compliance  with  the  policies  or  procedures  may  deteriorate.  Because  of  the  inherent
limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be
detected.

An  evaluation  was  also  performed  under  the  supervision  and  with  the  participation  of  our
management,  including  our  chief  executive  officer  and  chief  financial  officer,  of  any  change  in  our
internal  control  over  financial  reporting  that  occurred  during  our  last  fiscal  quarter  and  that  has
materially  affected,  or  is  reasonably  likely  to  materially  affect,  our  internal  control  over  financial
reporting. That evaluation did not identify any such change.

The chief executive officer and chief financial officer have concluded, based on their review, that
as  of  January  1,  2006,  our  disclosure  controls  and  procedures,  as  defined  by  Exchange  Act
Rules 13a-15(e) and 15d-15(e), are effective to ensure that information required to be disclosed by us in
reports that we file under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules and forms. In addition,
no change in our internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting has occurred during the fourth
quarter of 2005.

48

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Because of
its  inherent  limitations,  internal  control  over  financial  reporting  may  not  prevent  or  detect  all
misstatements. Therefore, even those systems determined to be effective can provide only reasonable
assurance with respect to financial statement preparation and presentation.

We  conducted  an  evaluation  of  the  effectiveness  of  our  internal  control  over  financial  reporting
based  on  the  framework  in  Internal  Control — Integrated  Framework  issued  by  the  Committee  of
Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework
in Internal Control — Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of January 1, 2006.

Our management’s assessment of the effectiveness of our internal control over financial reporting
as  of  January  1,  2006  has  been  audited  by  Ernst  &  Young  LLP,  Independent  Registered  Public
Accounting  Firm.  This  report  from  Ernst  &  Young  LLP,  which  expressed  an  unqualified  opinion  on
management’s assessment and the effectiveness of our internal controls over financial reporting as of
January 1, 2006, is included herein.

49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL
 CONTROL OVER FINANCIAL REPORTING

The Board of Directors and Stockholders
Illumina, Inc.

We  have  audited  management’s  assessment,  included  in  the  accompanying  Management’s
Report  on  Internal  Control  over  Financial  Reporting,  that  Illumina,  Inc.  maintained  effective  internal
control  over  financial  reporting  as  of  January  1,  2006,  based  on  criteria  established  in  Internal
Control — Integrated  Framework  issued  by  the  Committee  of  Sponsoring  Organizations  of  the
Treadway Commission (the COSO criteria). Illumina Inc.’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal
control  over  financial  reporting.  Our  responsibility  is  to  express  an  opinion  on  management’s
assessment  and  an  opinion  on  the  effectiveness  of  the  company’s  internal  control  over  financial
reporting based on our audit.

We  conducted  our  audit  in  accordance  with  the  standards  of  the  Public  Company  Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting,  evaluating  management’s  assessment,  testing  and  evaluating  the  design  and  operating
effectiveness of internal control, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control  over  financial  reporting  includes  those  policies  and  procedures  that  (1)  pertain  to  the
maintenance  of  records  that,  in  reasonable  detail,  accurately  and  fairly  reflect  the  transactions  and
dispositions  of  the  assets  of  the  company;  (2)  provide  reasonable  assurance  that  transactions  are
recorded  as  necessary  to  permit  preparation  of  financial  statements  in  accordance  with  generally
accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable  assurance  regarding  prevention  or  timely  detection  of  unauthorized  acquisition,  use,  or
disposition of the company’s assets that could have a material effect on the financial statements.

Because  of  its  inherent  limitations,  internal  control  over  financial  reporting  may  not  prevent  or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

In our opinion, management’s assessment that Illumina, Inc. maintained effective internal control
over  financial  reporting  as  of  January  1,  2006,  is  fairly  stated,  in  all  material  respects,  based  on  the
COSO criteria. Also, in our opinion, Illumina, Inc. maintained, in all material respects, effective internal
control over financial reporting as of January 1, 2006, based on the COSO criteria.

We  also  have  audited,  in  accordance  with  the  standards  of  the  Public  Company  Accounting
Oversight Board (United States), the consolidated balance sheets of Illumina, Inc. as of January 1, 2006
and January 2, 2005, and the related consolidated statements of operations, stockholders’ equity, and
cash flows for the years ended January 1, 2006, January 2, 2005 and December 28, 2003 of Illumina,
Inc. and our report dated February 15, 2006 expressed an unqualified opinion thereon.

San Diego, California
February 15, 2006

/s/ ERNST & YOUNG LLP

50

Item 9B. Other Information.

None.

PART III

Item 10. Directors and Executive Officers of the Registrant.

(a) Identification  of  Directors.  Information  concerning  our  directors  is  incorporated  by  reference
from  the  section  entitled  ‘‘Proposal  1 — Election  of  Directors’’  contained  in  our  definitive  Proxy
Statement with respect to our 2006 Annual Meeting of Stockholders to be filed with the SEC no later
than May 1, 2006.

(b) Identification of Executive Officers. Information concerning our executive officers is set forth
under ‘‘Executive Officers’’ in Part I of this Annual Report on Form 10-K and is incorporated herein by
reference.

(c) Compliance with Section 16(a) of the Exchange Act. Information concerning compliance with
Section  16(a)  of  the  Securities  Exchange  Act  of  1934  is  incorporated  by  reference  from  the  section
entitled  ‘‘Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act’’  contained  in  our  definitive
Proxy Statement with respect to our 2006 Annual Meeting of Stockholders to be filed with the SEC no
later than May 1, 2006.

(d) Information  concerning  the  audit  committee  financial  expert  as  defined  by  the  SEC  rules
adopted pursuant to the Sarbanes-Oxley Act of 2002 is incorporated by reference from our definitive
Proxy Statement with respect to our 2006 Annual Meeting of Stockholders to be filed with the SEC no
later than May 1, 2006.

Code of Ethics

We have adopted a code of ethics for our directors, officers and employees, which is available on
our  website  at  www.illumina.com  in  the  Corporate  Governance  section  under  ‘‘Investors.’’  The
information on our website is not incorporated by reference into this report.

Item 11. Executive Compensation.

Information  concerning  executive  compensation  is  incorporated  by  reference  from  the  sections
entitled ‘‘Executive Compensation and Other Information’’ contained in our definitive Proxy Statement
with respect to our 2006 Annual Meeting of Stockholders to be filed with the SEC no later than May 1,
2006.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters.

Information  concerning  the  security  ownership  of  certain  beneficial  owners  and  management  is
incorporated  by  reference  from  the  section  entitled  ‘‘Ownership  of  Securities’’  contained  in  our
definitive Proxy Statement with respect to our 2006 Annual Meeting of Stockholders to be filed with
the SEC no later than May 1, 2006.

51

Equity Compensation Plan Information

The following table presents information about our common stock that may be issued upon the
exercise  of  options,  warrants  and  rights  under  all  our  existing  equity  compensation  plans  as  of
January 1, 2006. We currently have two active equity compensation plans, the 2000 employee stock
purchase plan and the 2005 stock incentive plan, which replaced the 2000 stock plan. Prior to our initial
public offering, we granted options under our 1998 stock incentive plan. All of these plans have been
approved  by  our  stockholders.  Options  outstanding  include  options  granted  under  the  1998  stock
incentive plan, the 2000 stock plan and the 2005 stock incentive plan.

Plan Category

Equity compensation plans

approved by security holders
Equity compensation plans not
approved by security holders
Total**************************

(a) Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options

7,326,431

—

7,326,431

(b)Weighted-
Average
Exercise Price
of Outstanding
Options

$7.96

—

$7.96

(c) Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in
Column (a))

5,660,884(1)(2)

—

5,660,884

Please refer to Note 6 to the consolidated financial statements included in this Annual Report on

Form 10-K for a description of our equity compensation plans.

(1) Includes 3,870,374 shares available for grant under our 2005 stock incentive plan. The 2005 stock
incentive plan provides for an automatic annual increase in the shares reserved for issuance by the
lesser  of  (1)  five  percent  of  outstanding  shares  of  our  common  stock  on  the  last  day  of  the
immediately preceding fiscal year, (2) 1,200,000 shares or (3) a lesser amount as determined by our
Board of Directors.

(2) Includes 1,790,510 shares available for grant under our 2000 employee stock purchase plan. The
2000  employee  stock  purchase  plan  provides  for  an  automatic  annual  increase  in  the  shares
reserved for issuance by the lesser of (1) three percent of outstanding shares of our common stock
on the last day of the immediately preceding fiscal year or (2) 1,500,000 shares.

Item 13. Certain Relationships and Related Transactions.

Information concerning certain relationships and related transactions is incorporated by reference
from the sections entitled ‘‘Proposal One: Election of Directors,’’ ‘‘Executive Compensation and Other
Information’’ and ‘‘Certain Transactions’’ contained in our Definitive Proxy Statement with respect to
our 2006 Annual Meeting of Stockholders to be filed with the SEC no later than May 1, 2006.

Item 14. Principal Accounting Fees and Services.

Information concerning principal accounting fees and services is incorporated by reference from
the sections entitled ‘‘Proposal Two: Ratification of Independent Auditors’’ contained in our Definitive
Proxy Statement with respect to our 2006 Annual Meeting of Stockholders to be filed with the SEC no
later than May 1, 2006.

52

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) The following documents are filed as a part of this report:

(1) Consolidated Financial Statements:

Page
Index to Consolidated Financial Statements ************************************* F-1
Report of Independent Registered Public Accounting Firm ************************ F-2
Consolidated Balance Sheets as of January 1, 2006 and January 2, 2005 *********** F-3
Consolidated Statements of Operations for the years ended January 1, 2006,

January 2, 2005, and December 28, 2003 ************************************* F-4

Consolidated Statements of Stockholders’ Equity for the period from December 29,

2002 to January 1, 2006***************************************************** F-5

Consolidated Statements of Cash Flows for the years ended January 1, 2006,

January 2, 2005 and December 28, 2003************************************** F-6
Notes to Consolidated Financial Statements ************************************* F-7

(2) Financial Statement Schedule:
Valuation and Qualifying Account and Reserves for the three years ended January 1,

2006 ********************************************************************** F-31

(3) Exhibits:
Exhibit
Number

Description of Document

2.1(16)

3.1(2)
3.2(1)
3.3(5)

4.1(1)
4.2(1)

4.3(5)

+10.1(1)

+10.2(1)
+10.3(1)
10.4(1)

10.5(1)

10.6(1)

+10.7(1)
10.8(1)

Agreement  and  Plan  of  Merger  by  and  among  Illumina,  Inc.,  Semaphore  Acquisition
Sub, Inc., and Cyvera Corporation, dated February 22, 2005.
Amended and Restated Certificate of Incorporation.
Bylaws.
Certificate of Designation for Series A Junior Participating Preferred Stock (included as
an exhibit to exhibit 4.3).
Specimen Common Stock Certificate.
Amended and Restated Investors Rights Agreement, dated November 5, 1999, by and
among the Registrant and certain stockholders of the Registrant.
Rights Agreement, dated as of May 3, 2001, between the Company and Equiserve Trust
Company, N.A.
Form  of  Indemnification  Agreement  between  the  Registrant  and  each  of  its  directors
and officers.
1998 Incentive Stock Plan.
2000 Employee Stock Purchase Plan.
Sublease Agreement dated August 1998 between Registrant and Gensia Sicor Inc. for
Illumina’s principal offices.
License  Agreement  dated  May  1998  between  Tufts  and  Registrant  (with  certain
confidential portions omitted).
Master Loan and Security Agreement, dated March 6, 2000, by and between Registrant
and FINOVA Capital Corporation.
2000 Stock Plan.
Eastgate Pointe Lease, dated July 6, 2000, between Diversified Eastgate Venture and
Registrant.

53

Exhibit
Number

10.9(1)

10.10(4)

10.11(6)

Description of Document

Option Agreement and Joint Escrow Instructions, dated July 6, 2000, between Diversi-
fied Eastgate Venture and Registrant.
First  Amendment  to  Joint  Development  Agreement  dated  March  27,  2001  between
Registrant and PE Corporation, now known as Applied Biosystems Group (with certain
confidential portions omitted).
First  Amendment  to  Option  Agreement  and  Escrow  Instructions  dated  May  25,  2001
between Diversified Eastgate Venture and Registrant.

10.12(13) Second Amendment to Option Agreement and Escrow Instructions dated July 18, 2001

between Diversified Eastgate Venture and Registrant.

10.13(14) Third Amendment to Option Agreement and Escrow Instructions dated September 27,

2001 between Diversified Eastgate Venture and Registrant.

10.14(15) First  Amendment  to  Eastgate  Pointe  Lease  dated  September  27,  2001  between

10.15(8)

Diversified Eastgate Venture and Registrant.
Replacement Reserve Agreement, dated as of January 10, 2002, between the Company
and BNY Western Trust Company as Trustee for Washington Capital Joint Master Trust
Mortgage Income Fund.

10.16(17) Loan Assumption and Modification Agreement, dated as of January 10, 2002, between
the Company, Diversified Eastgate Venture and BNY Western Trust Company as Trustee
for Washington Capital Joint Master Trust Mortgage Income Fund.

10.17(18) Tenant Improvement and Leasing Commission Reserve Agreement, dated as of Janu-
ary 10, 2002, between the Company and BNY Western Trust Company as Trustee for
Washington Capital Joint Master Trust Mortgage Income Fund.

+10.18(19) 2000 Employee Stock Purchase Plan as amended and restated through March 21, 2002.
+10.19(20) 2000 Stock Plan as amended and restated through March 21, 2002.

10.20(21) Non-exclusive License Agreement dated January 2002 between Amersham Biosciences

Corp. and Registrant (with certain confidential portions omitted).

10.21(22) License  Agreement  dated  June  2002  between  Dade  Behring  Marburg  GmbH  and

Registrant (with certain confidential portions omitted).

10.22(23) Purchase and Sale Agreement and Escrow Instructions dated June 18, 2004 between

Bernardo Property Advisors, Inc. and Registrant.

10.23(24) Single  Tenant  Lease  dated  August  18,  2004  between  BioMed  Realty  Trust  Inc.  and

Registrant.

10.24(25) Settlement  and  Cross  License  Agreement  dated  August  18,  2004  between  Applera

Corporation and Registrant (with certain confidential portions omitted).

10.28(26) Collaboration Agreement dated December 17, 2004 between Invitrogen Incorporated
and  Registrant  (confidential  treatment  has  been  requested  with  respect  to  certain
portions of this exhibit).

10.29(27) Offer letter for Christian O. Henry dated April 26, 2005.
10.30(28) Forms of Stock Option Agreement under 2000 Stock Plan.
14(10)
21.1
23.1
24.1
31.1

Code of Ethics.
Subsidiaries of the Company.
Consent of Independent Registered Public Accounting Firm.
Power of Attorney (included on the signature page).
Certification  of  Jay  T.  Flatley  pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act  of
2002.
Certification of Christian O. Henry pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.

31.2

54

Exhibit
Number

32.1

32.2

Description of Document

Certification of Jay T. Flatley pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
Certification  of  Christian  O.  Henry  pursuant  to  18  U.S.C.  Section  1350,  as  adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

+ Management contract or corporate plan or arrangement

(1) Incorporated by reference to the same numbered exhibit filed with our Registration Statement on

Form S-1 (333-33922) filed April 3, 2000, as amended.

(2) Incorporated  by  reference  to  the  same  numbered  exhibit  filed  with  our  Annual  Report  on
Form 10-K (File No. 000-30361) for the year ended December 31, 2000 filed March 29, 2001.

(3) [reserved]

(4) Incorporated by reference to Exhibit 10.13 filed with our Form 10-Q (File No. 000-30361) for the

quarterly period ended March 31, 2001 filed May 8, 2001.

(5) Incorporated by reference to the same numbered exhibit filed with our Registration Statement on

Form 8-A (File No. 000-30361) filed May 14, 2001.

(6) Incorporated  by  reference  exhibit  10.15  filed  with  our  Form  10-Q  (File  No.  000-30361)  for  the

quarterly period ended June 30, 2001 filed August 13, 2001.

(7) Incorporated  by  reference  to  the  same  numbered  exhibit  filed  with  our  Form  10-Q  (File
No. 000-30361) for the quarterly period ended September 30, 2001 filed November 14, 2001.

(8) Incorporated by reference to the exhibit 10.18 filed with our Form 10-Q (File No. 000-30361) for

the quarterly period ended March 31, 2002 filed May 13, 2002.

(9) Incorporated  by  reference  to  the  same  numbered  exhibit  filed  with  Amendment  No.  1  to  our

Registration Statement on Form S-3 (File No. 333-111496) filed March 2, 2004.

(10) Incorporated  by  reference  to  the  same  numbered  exhibit  filed  with  our  Annual  Report  on

Form 10-K (File No. 000-30361) for the year ended December 28, 2003 filed March 12, 2004.

(11) Incorporated by reference to the same numbered exhibit filed with our Form 10-Q (File No. 000-

30361) for the quarterly period ended June 27, 2004 filed August 6, 2004.

(12) Incorporated by reference to the same numbered exhibit filed with our Form 10-Q (File No. 000-

30361) for the quarterly period ended October 3, 2004 filed November 12, 2004.

(13) Incorporated by reference to exhibit 10.16 filed with our Form 10-Q (File No. 000-30361) for the

quarterly period ended September 30, 2001 filed November 14, 2001.

(14) Incorporated by reference to exhibit 10.17 filed with our Form 10-Q (File No. 000-30361) for the

quarterly period ended September 30, 2001 filed November 14, 2001.

(15) Incorporated by reference to exhibit 10.18 filed with our Form 10-Q (File No. 000-30361) for the

quarterly period ended September 30, 2001 filed November 14, 2001.

(16) Incorporated  by  reference  to  exhibit  2.01  filed  with  our  Form  8-K  (File  No.  000-30361)  filed

April 14, 2005.

(17) Incorporated by reference to the exhibit 10.19 filed with our Form 10-Q (File No. 000-30361) for

the quarterly period ended March 31, 2002 filed May 13, 2002.

(18) Incorporated by reference to the exhibit 10.20 filed with our Form 10-Q (File No. 000-30361) for

the quarterly period ended March 31, 2002 filed May 13, 2002.

(19) Incorporated by reference to the exhibit 10.21 filed with our Form 10-Q (File No. 000-30361) for

the quarterly period ended March 31, 2002 filed May 13, 2002.

(20) Incorporated by reference to the exhibit 10.22 filed with our Form 10-Q (File No. 000-30361) for

the quarterly period ended March 31, 2002 filed May 13, 2002.

55

(21) Incorporated  by  reference  to  exhibit  10.24  filed  with  Amendment  No.  1  to  our  Registration

Statement on Form S-3 (File No. 333-111496) filed March 2, 2004.

(22) Incorporated by reference to exhibit 10.23 filed with our Amendment No. 1 to our Registration

Statement on Form S-3 (File No. 333-111496) filed March 2, 2004.

(23) Incorporated by reference to exhibit 10.25 filed with our Form 10-Q (File No. 000-30361) for the

quarterly period ended June 27, 2004 filed August 6, 2004.

(24) Incorporated by reference to exhibit 10.26 filed with our Form 10-Q (File No. 000-30361) for the

quarterly period ended October 3, 2004 filed November 12, 2004.

(25) Incorporated by reference to exhibit 10.27 filed with our Form 10-Q (File No. 000-30361) for the

quarterly period ended October 3, 2004 filed November 12, 2004.

(26) Incorporated by reference to exhibit 10.28 filed with our Form 10-K (File No. 000-30361) for the

year ended January 2, 2005 filed March 8, 2005.

(27) Incorporated by reference to exhibit 10.33 filed with our Form 10-Q (File No. 000-30361) for the

quarterly period ended July 3, 2005 filed August 8, 2005.

(28) Incorporated by reference to exhibit 10.29 filed with our Form 10-K (File No. 000-30361) for the

year ended January 2, 2005 filed March 8, 2005.

Supplemental Information

No Annual Report to stockholders or proxy materials has been sent to stockholders as of the date
of  this  report.  The  Annual  Report  to  stockholders  and  proxy  material  will  be  furnished  to  our
stockholders  subsequent  to  the  filing  of  this  Annual  Report  on  Form  10-K  and  we  will  furnish  such
material to the SEC at that time.

56

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized, on March 6, 2006.

ILLUMINA, INC.

By:

/s/

JAY T. FLATLEY

Jay T. Flatley
President and Chief Executive Officer

March 6, 2006

POWER OF ATTORNEY

KNOW  ALL  PERSONS  BY  THESE  PRESENT,  that  each  person  whose  signature  appears  below
constitutes and appoints Jay T. Flatley and Christian O. Henry, and each or any one of them, his true
and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual
Report  on  Form  10-K,  and  to  file  the  same,  with  all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as
he  might  or  could  do  in  person,  hereby  ratifying  and  confirming  all  that  said  attorneys-in-fact  and
agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act  of  1934,  this  Annual  Report  on
Form  10-K  has  been  signed  below  by  the  following  persons  on  behalf  of  the  registrant  and  in  the
capacities and on the dates indicated.

/s/

JAY T. FLATLEY
Jay T. Flatley

/s/ CHRISTIAN O. HENRY
Christian O. Henry

/s/

JOHN R. STUELPNAGEL
John R. Stuelpnagel

/s/ WILLIAM H. RASTETTER
William H. Rastetter

/s/ DANIEL M. BRADBURY
Daniel M. Bradbury

President, Chief Executive Officer
and Director (Principal
Executive Officer)

Vice President and Chief Financial
Officer (Principal Financial and
Accounting Officer)

March 6, 2006

March 6, 2006

Senior Vice President, Chief
Operating Officer and Director

March 6, 2006

Chairman of the Board of Directors

March 6, 2006

Director

March 6, 2006

57

/s/ KARIN EASTHAM
Karin Eastham

/s / PAUL GRINT
Paul Grint

/s/ DAVID R. WALT
David R. Walt

Director

March 6, 2006

Director

March 6, 2006

Director

March 6, 2006

58

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm ********************************* F-2
Consolidated Balance Sheets as of January 1, 2006 and January 2, 2005 ******************** F-3
Consolidated Statements of Operations for the years ended January 1, 2006, January 2, 2005,

and December 28, 2003 ************************************************************** F-4

Consolidated Statements of Stockholders’ Equity for the period from December 29, 2002 to

January 1, 2006 ********************************************************************* F-5

Consolidated Statements of Cash Flows for the years ended January 1, 2006, January 2, 2005,

and December 28, 2003 ************************************************************** F-6
Notes to Consolidated Financial Statements ********************************************** F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Illumina, Inc.

We have audited the accompanying consolidated balance sheets of Illumina, Inc. as of January 1,
2006  and  January  2,  2005,  and  the  related  consolidated  statements  of  operations,  stockholders’
equity, and cash flows for the years ended January 1, 2006, January 2, 2005, and December 28, 2003.
Our  audits  also  include  the  financial  statement  schedule  listed  in  the  Index  at  Item  15(a).  These
financial statements and schedule are the responsibility of the Company’s management. Our responsi-
bility is to express an opinion on these financial statements and schedule based on our audits.

We  conducted  our  audits  in  accordance  with  the  standards  of  the  Public  Company  Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  are  free  of  material  misstatement.  An
audit  includes  examining,  on  a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in  the
financial  statements.  An  audit  also  includes  assessing  the  accounting  principles  used  and  significant
estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the
consolidated  financial  position  of  Illumina,  Inc.  as  of  January  1,  2006  and  January  2,  2005,  and  the
results of its operations and its cash flows for the years ended January 1, 2006, January 2, 2005, and
December  28,  2003,  in  conformity  with  U.S.  generally  accepted  accounting  principles.  Also,  in  our
opinion,  the  related  financial  statement  schedule,  when  considered  in  relation  to  the  basic  consoli-
dated financial statements taken as a whole, presents fairly in all material respects the information set
forth therein.

We  also  have  audited,  in  accordance  with  the  standards  of  the  Public  Company  Accounting
Oversight  Board  (United  States),  the  effectiveness  of  Illumina,  Inc.’s  internal  control  over  financial
reporting  as  of  January  1,  2006,  based  on  criteria  established  in  Internal  Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and
our report dated February 15, 2006 expressed an unqualified opinion thereon.

San Diego, California
February 15, 2006

/s/ ERNST & YOUNG LLP

F-2

ILLUMINA, INC.

CONSOLIDATED BALANCE SHEETS

January 2,
January 1,
2006
2005
(In thousands, except
share amounts)

ASSETS

Current assets:

Cash and cash equivalents ************************************** $ 50,822
Restricted cash and investments *********************************
—
Accounts receivable, net ****************************************
17,620
Inventory, net **************************************************
10,309
Prepaid expenses and other current assets ************************
959
Total current assets *****************************************
Property and equipment, net ****************************************
Goodwill **********************************************************
Intangible and other assets, net *************************************

79,710
16,131
2,125
2,644
Total assets ************************************************ $ 100,610

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable ********************************************** $
Accrued liabilities **********************************************
Litigation judgment*********************************************
Current portion of long-term debt *******************************
Total current liabilities **************************************
Long-term debt, less current portion *********************************
Deferred gain on sale of land and building ***************************
Other long term liabilities *******************************************
Commitments and contingencies
Stockholders’ equity:

7,390
14,210
—
118

21,718
54
2,843
3,498

$ 54,789
12,205
11,891
3,807
999

83,691
8,574
—
2,642

$ 94,907

$

2,684
10,407
5,957
—

19,048
—
3,218
379

Common stock, $0.01 par value, 120,000,000 shares authorized,
41,294,003 shares issued and outstanding at January 1, 2006,
38,120,685 shares issued and outstanding at January 2, 2005*****
Additional paid-in capital ***************************************
Deferred compensation *****************************************
Accumulated other comprehensive income ***********************
Accumulated deficit ********************************************
Total stockholders’ equity ***********************************
72,497
Total liabilities and stockholders’ equity*********************** $ 100,610

413
216,766
(354)
258
(144,586)

381
195,653
(156)
96
(123,712)

72,262

$ 94,907

See accompanying notes to the consolidated financial statements

F-3

ILLUMINA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended
January 1,
2006
(In thousands, except per share amounts)

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Revenue

Product revenue **********************************
Service and other revenue *************************
Research revenue *********************************
Total revenue*********************************

$ 57,752
13,935
1,814

$ 40,497
8,075
2,011

73,501

50,583

$ 18,378
6,496
3,161

28,035

Costs and expenses:

Cost of product revenue***************************
Cost of service and other revenue ******************
Research and development ************************
Selling, general and administrative *****************
Acquired in-process research and development ******
Amortization of deferred compensation and other

stock-based compensation charges ***************
Litigation judgment (settlement), net****************
Total costs and expenses **********************
Loss from operations **********************************
Interest income ***************************************
Interest and other expense ****************************
Net loss *********************************************
Net loss per share, basic and diluted *******************

19,920
3,261
27,725
27,972
15,800

270
—

94,948

(21,447)
1,404
(831)

11,572
1,687
21,114
25,080
—

844
(4,201)

56,096

(5,513)
941
(1,653)

7,437
2,600
22,511
18,899
—

2,454
756

54,657

(26,622)
1,821
(2,262)

$(20,874)

$ (6,225)

$(27,063)

$

(0.52)

$

(0.17)

$

(0.85)

Shares used in calculating net loss per share, basic and

diluted ********************************************

40,147

35,845

31,925

The composition of stock-based compensation is as

follows:
Research and development **************************
Selling, general and administrative *******************

$

$

84
186

270

$

$

348
496

844

$ 1,289
1,165

$ 2,454

See accompanying notes to the consolidated financial statements

F-4

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S

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ILLUMINA, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

Net loss **********************************************
Adjustments to reconcile net loss to net cash used in

operating activities:

Acquired in-process research and development *********
Depreciation and amortization*************************
Loss on disposal of property and equipment************
Amortization of premium on investments ***************
Amortization of deferred compensation and other stock-

based compensation charges ***********************
Amortization of gain on sale of land and building *******
Changes in operating assets and liabilities:

Accounts receivable ********************************
Inventory******************************************
Prepaid expenses and other current assets ***********
Other assets***************************************
Accounts payable **********************************
Accrued liabilities **********************************
Litigation judgment ********************************
Other long-term liabilities***************************
Advance payment from former collaborator***********
Net cash used in operating activities ***************

Cash flows from investing activities:

Cash paid for acquisition, net of cash acquired************
Purchases of available-for-sale securities ******************
Sales and maturities of available-for-sale securities ********
Proceeds from sale of land and building, net of fees*******
Purchase of property and equipment*********************
Acquisition of intangible assets **************************
Net cash (used in) provided by investing activities ***

Cash flows from financing activities:

Payments on long-term debt ****************************
Payments on equipment financing ***********************
Proceeds from issuance of common stock ****************
Repurchase of common stock ***************************
Net cash provided by financing activities ***********

Effect of foreign currency translation on cash and cash

equivalents ******************************************
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of the year *********
Cash and cash equivalents at end of the year ***************

Supplemental disclosures of cash flow information:

Cash paid during the year for interest ********************

Year Ended
January 1,
2006

Year Ended
January 2,
2005

(In thousands)

Year Ended
December 28,
2003

$(20,874)

$ (6,225)

$(27,063)

15,800
4,116
293
(14)

270
(375)

(7,039)
(6,502)
290
395
3,193
4,214
(5,957)
3,182
—
(9,008)

(2,388)
—
12,248
—
(11,395)
—
(1,535)

(83)
—
6,046
—
5,963

—
3,956
—
354

844
(156)

(7,202)
(1,785)
(29)
(2,041)
697
1,958
567
(512)
(10,000)
(19,574)

—
(6,603)
26,348
40,667
(3,355)
(35)
57,022

(25,387)
(232)
30,507
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4,875

—
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175
432

2,454
—

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277
8
(151)
260
1,742
606
(245)
—
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—
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32,456
—
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(16)
28,468

(342)
(337)
903
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216

613
(3,967)
54,789
$ 50,822

1
42,324
12,465
$ 54,789

—
10,428
2,037
$ 12,465

$

15

$ 1,368

$ 2,222

See accompanying notes to the consolidated financial statements

F-6

ILLUMINA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

Organization and Business

Illumina, Inc. (the ‘‘Company’’) was incorporated on April 28, 1998. The Company develops and
markets next-generation tools for the large-scale analysis of genetic variation and function. Using the
Company’s  technologies,  it  has  developed  a  comprehensive  line  of  products  that  are  designed  to
provide the performance, throughput, cost effectiveness and flexibility necessary to enable researchers
in the life sciences and pharmaceutical industries to perform the billions of tests necessary to extract
medically valuable information from advances in genomics. This information is expected to correlate
genetic variation and gene function with particular disease states, enhancing drug discovery, allowing
diseases  to  be  detected  earlier  and  more  specifically,  and  permitting  better  choices  of  drugs  for
individual patients.

Basis of Presentation

The  consolidated  financial  statements  of  the  Company  have  been  prepared  in  conformity  with
U.S. generally accepted accounting principles and include the accounts of the Company and its wholly-
owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Fiscal Year

The  Company’s  fiscal  year  is  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, and September 30. The
years ended January 1, 2006 and January 2, 2005 were 52 and 53 weeks, respectively.

Reclassifications

Certain prior year amounts have been reclassified to conform to current year presentation.

Use of Estimates

The preparation of financial statements requires that management make estimates and assump-
tions that affect the reported amounts of assets, liabilities, revenue and expenses, goodwill and related
disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash  and  cash  equivalents  are  comprised  of  short-term,  highly  liquid  investments  primarily  in

money market-type funds.

F-7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Investments

The Company applies Statement of Financial Accounting Standards (‘‘SFAS’’) No. 115, Accounting
for  Certain  Investments  in  Debt  and  Equity  Securities,  to  its  investments.  Under  SFAS  No.  115,  the
Company  classifies  its  investments  as  ‘‘Available-for-Sale’’  and  records  such  assets  at  estimated  fair
value in the balance sheet, with unrealized gains and losses, if any, reported in stockholders’ equity.
The  Company  invests  in  marketable  debt  securities,  primarily  government  securities  and  corporate
bonds and notes, with strong credit ratings or short maturity mutual funds providing similar financial
returns.  As  of  January  1,  2006,  the  Company’s  excess  cash  balances  were  invested  mainly  in  short-
term,  highly  liquid  money  market  mutual  funds.  The  Company  limits  the  amount  of  investment
exposure  as  to  institutions,  maturity  and  investment  type.  The  cost  of  securities  sold  is  determined
based on the specific identification method. Gross realized gains totaled $0, $453,750 and $342,693
for  the  years  ended  January  1,  2006,  January  2,  2005  and  December  28,  2003,  respectively.  Gross
realized losses were not material for all periods presented.

Restricted Cash and Investments

As of January 2, 2005, restricted cash and investments consisted of corporate debt securities that
are  used  as  collateral  against  a  letter  of  credit  and  a  $100,000  bond  deposit  with  the  San  Diego
Superior  Court  related  to  the  Applied  Biosystems  litigation  as  described  more  fully  in  Note  7.  The
letter of credit and bond deposit were released in January of 2005.

Fair Value of Financial Instruments

The carrying amounts of certain of the Company’s financial instruments, including cash and cash
equivalents, accounts and notes receivable, accounts payable and accrued liabilities, approximate fair
value.

Accounts and Notes Receivable

Trade accounts receivable are recorded at net invoice value and notes receivable are recorded at
contractual value plus earned interest. Interest income on notes receivable is recognized according to
the  terms  of  each  related  agreement.  The  Company  considers  receivables  past  due  based  on  the
contractual  payment  terms.  The  Company  reviews  its  exposure  to  amounts  receivable  and  reserves
specific  amounts  if  collectibility  is  no  longer  reasonably  assured.  The  Company  also  reserves  a
percentage of the net trade receivable balance based on collection history. The Company re-evaluates
such reserves on a regular basis and adjusts its reserves as needed.

Concentrations of Risk

Cash  equivalents,  investments  and  accounts  receivable  are  financial  instruments  that  potentially
subject  the  Company  to  concentrations  of  credit  risk.  Most  of  the  Company’s  cash  and  cash
equivalents as of January 1, 2006 were deposited with financial institutions in the United States and
Company  policy  restricts  the  amount  of  credit  exposure  to  any  one  issuer  and  to  any  one  type  of
investment,  other  than  securities  issued  by  the  U.S.  Government.  The  Company  has  historically  not
experienced significant credit losses from accounts receivable. The Company performs a regular review
of customer activity and associated credit risks and generally does not require collateral. The Company
maintains  an  allowance  for  doubtful  accounts  based  upon  a  percentage  of  the  net  trade  receivable
balance based on collection history and re-evaluates such reserves on a regular basis.

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

The  Company’s  products  require  customized  components  that  currently  are  available  from  a
limited number of sources. The Company obtains certain key components included in its products from
single vendors. No assurance can be given that these or other product components will be available in
sufficient quantities at acceptable costs in the future.

Approximately 38%, 52% and 51% of the Company’s revenue for the year ended January 1, 2006,
January  2,  2005  and  December  28,  2003  was  derived  from  customers  outside  the  United  States.
Approximately 48% and 70% of the Company’s net accounts receivable balance as of January 1, 2006
and  January  2,  2005,  respectively,  was  related  to  customers  outside  the  United  States.  Sales  to
territories outside of the United States are generally denominated in U.S. dollars. International sales
entail a variety of risks, including currency exchange fluctuations, longer payment cycles and greater
difficulty in accounts receivable collection. The Company is also subject to general geopolitical risks,
such  as  political,  social  and  economic  instability  and  changes  in  diplomatic  and  trade  relations.  The
risks  of  international  sales  are  mitigated  in  part  by  the  extent  to  which  sales  are  geographically
distributed.

Inventories

Inventories  are  stated  at  the  lower  of  standard  cost  (which  approximates  actual  cost)  or  market.
Inventory includes raw materials and finished goods that may be used in the research and develop-
ment  process  and  such  items  are  expensed  as  consumed.  Provisions  for  slow  moving,  excess  and
obsolete  inventories  are  provided  based  on  product  life  cycle  and  development  plans,  product
expiration and quality issues, historical experience and inventory levels.

Property and Equipment

Property and equipment are stated at cost, subject to review of impairment, and depreciated over
the estimated useful lives of the assets (generally three to seven years) using the straight-line method.
Amortization  of  leasehold  improvements  is  computed  over  the  shorter  of  the  lease  term  or  the
estimated useful life of the related assets.

Intangible Assets

Intangible  assets  consist  of  license  agreements  and  acquired  technology.  The  cost  of  the
Company’s  license  agreements  was  $844,450  and  the  Company  has  amortized  $785,366  through
January 1, 2006. Amortization expense related to license agreements for the years ending January 1,
2006, January 2, 2005 and December 28, 2003 was $292,033, $300,000 and $185,000, respectively.
The licenses will be fully amortized by 2008.

Long-Lived Assets

In  accordance  with  SFAS  No.  144,  Accounting  for  the  Impairment  or  Disposal  of  Long-Lived
Assets, if indicators of impairment exist, the Company assesses the recoverability of the affected long-
lived  assets  by  determining  whether  the  carrying  value  of  such  assets  can  be  recovered  through
undiscounted future operating cash flows. If impairment is indicated, the Company measures the future
discounted  cash  flows  associated  with  the  use  of  the  asset  and  adjusts  the  value  of  the  asset
accordingly. While the Company’s current and historical operating and cash flow losses are indicators
of impairment, the Company believes the future cash flows to be received from the long-lived assets
recorded at January 1, 2006 will exceed the assets’ carrying value, and accordingly the Company has
not recognized any impairment losses through January 1, 2006.

F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Reserve for Product Warranties

The Company generally provides a one-year warranty on instrumentation. At the time revenue is
recognized,  the  Company  establishes  an  accrual  for  estimated  warranty  expenses  associated  with
system sales. This expense is recorded as a component of cost of revenue.

Revenue Recognition

The  Company’s  revenue  is  generated  primarily  from  the  sale  of  products  and  services.  Product
revenue consists of sales of arrays, reagents, instrumentation, and oligos. Service and other revenue
consists of revenue received for performing genotyping services, extended warranty sales and revenue
earned from milestone payments.

The  Company  recognizes  revenue  in  accordance  with  the  guidelines  established  by  SEC  Staff
Accounting Bulletin (‘‘SAB’’) No. 104. Under SAB No. 104, revenue cannot be recorded until all of the
following criteria have been met: persuasive evidence of an arrangement exists; delivery has occurred
or  services  have  been  rendered;  the  seller’s  price  to  the  buyer  is  fixed  or  determinable;  and
collectibility is reasonably assured.

Revenue  for  product  sales  is  recognized  generally  upon  shipment  and  transfer  of  title  to  the
customer,  provided  no  significant  obligations  remain  and  collection  of  the  receivables  is  reasonably
assured. Revenue from the sale of instrumentation is recognized when earned, which is generally upon
shipment.  However,  in  the  case  of  BeadLabs,  revenue  is  recognized  upon  the  completion  of
installation,  training  and  the  receipt  of  customer  acceptance.  Revenue  for  genotyping  services  is
recognized when earned, which is generally at the time the genotyping analysis data is delivered to the
customer or as specific milestones are achieved.

In order to assess whether the price is fixed and determinable, the Company ensures there are no
refund  rights.  If  payment  terms  are  based  on  future  performance,  the  Company  defers  revenue
recognition  until  the  price  becomes  fixed  and  determinable.  The  Company  assesses  collectibility
based  on  a  number  of  factors,  including  past  transaction  history  with  the  customer  and  the
creditworthiness  of  the  customer.  If  the  Company  determines  that  collection  of  a  payment  is  not
reasonably  assured,  revenue  recognition  is  deferred  until  the  time  collection  becomes  reasonably
assured,  which  is  generally  upon  receipt  of  payment.  Changes  in  judgments  and  estimates  made  in
determining whether the criteria of SAB No. 104 have been met might result in a change in the timing
or amount of revenue recognized.

Sales of instrumentation generally include a standard one-year warranty. The Company also sells
separately priced maintenance (extended warranty) contracts, which are generally for one or two years,
upon the expiration of the initial warranty. Revenue for extended warranty sales is recognized ratably
over the term of the extended warranty period. Reserves are provided for estimated product warranty
expenses  at  the  time  the  associated  revenue  is  recognized.  If  the  Company  were  to  experience  an
increase  in  warranty  claims  or  if  costs  of  servicing  its  warrantied  products  were  greater  than  its
estimates, gross margins could be adversely affected.

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

While the majority of its sales agreements contain standard terms and conditions, the Company
does  enter  into  agreements  that  contain  multiple  elements  or  non-standard  terms  and  conditions.
Emerging  Issues  Task  Force  (‘‘EITF’’)  No.  00-21,  Revenue  Arrangements  with  Multiple  Deliverables,
provides  guidance  on  accounting  for  arrangements  that  involve  the  delivery  or  performance  of
multiple products, services, or rights to use assets within contractually binding arrangements. Signifi-
cant contract interpretation is sometimes required to determine the appropriate accounting, including
whether the deliverables specified in a multiple element arrangement should be treated as separate
units  of  accounting  for  revenue  recognition  purposes,  and  if  so,  how  the  price  should  be  allocated
among the deliverable elements, when to recognize revenue for each element, and the period over
which revenue should be recognized. The Company recognizes revenue for delivered elements only
when  it  determines  that  the  fair  values  of  undelivered  elements  are  known  and  there  are  no
uncertainties regarding customer acceptance.

Some of the Company’s agreements contain multiple elements that include milestone payments.
Revenue  from  a  milestone  achievement  is  recognized  when  earned,  as  evidenced  by  acknowledge-
ment  from  the  Company’s  collaborator,  provided  that  (i)  the  milestone  event  is  substantive  and  its
achievability  was  not  reasonably  assured  at  the  inception  of  the  agreement,  (ii)  the  milestone
represents the culmination of an earnings process, (iii) the milestone payment is non-refundable and
(iv)  the  performance  obligations  for  both  the  Company  and  its  collaborators  after  the  milestone
achievement will continue at a level comparable to the level before the milestone achievement. If all of
these  criteria  are  not  met,  the  milestone  achievement  is  recognized  over  the  remaining  minimum
period  of  the  Company’s  performance  obligations  under  the  agreement.  The  Company  defers  non-
refundable  upfront  fees  received  under  its  collaborations  and  recognizes  them  over  the  period  the
related services are provided or over the estimated collaboration term using various factors specific to
the collaboration. Advance payments received in excess of amounts earned are classified as deferred
revenue until earned.

A  third  source  of  revenue,  research  revenue,  consists  of  amounts  earned  under  research  agree-
ments with government grants, which is recognized in the period during which the related costs are
incurred. All revenue is recorded net of any applicable allowances for returns or discounts.

Shipping and Handling Expenses

Shipping and handling expenses are included in cost of product revenue and totaled $1,287,802,
$493,052 and $224,210 for the years ended January 1, 2006, January 2, 2005 and December 28, 2003,
respectively.

Research and Development

Expenditures relating to research and development are expensed in the period incurred.

Advertising Costs

The  Company  expenses  advertising  costs  as  incurred.  Advertising  costs  were  $1,208,263,
$792,508 and $439,710 for the years ended January 1, 2006, January 2, 2005 and December 28, 2003,
respectively.

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Income Taxes

A deferred income tax asset or liability is computed for the expected future impact of differences
between the financial reporting and tax bases of assets and liabilities, as well as the expected future tax
benefit to be derived from tax loss and credit carryforwards. Deferred income tax expense is generally
the net change during the year in the deferred income tax asset or liability. Valuation allowances are
established  when  realizability  of  deferred  tax  assets  is  uncertain.  The  effect  of  tax  rate  changes  is
reflected in tax expense during the period in which such changes are enacted.

Foreign Currency Translation

The  functional  currencies  of  the  Company’s  wholly-owned  subsidiaries  are  their  respective  local
currencies. Accordingly, all balance sheet accounts of these operations are translated to U.S. dollars
using the exchange rates in effect at the balance sheet date, and revenues and expenses are translated
using  the  average  exchange  rates  in  effect  during  the  period.  The  gains  and  losses  from  foreign
currency translation of these subsidiaries’ financial statements are recorded as a separate component
of stockholders’ equity under the caption ‘‘accumulated other comprehensive income.’’

Stock-Based Compensation

As of January 1, 2006, the Company has two stock-based employee and non-employee director
compensation plans, which are described in Note 6. As permitted by SFAS No. 123, Accounting for
Stock-Based Compensation, the Company accounts for common stock options granted, and restricted
stock sold, to employees, founders and directors using the intrinsic value method and, thus, recognizes
no compensation expense for options granted, or restricted stock sold, with exercise prices equal to or
greater than the fair value of the Company’s common stock on the date of the grant. The Company has
recorded  deferred  stock  compensation  related  to  certain  stock  options,  and  restricted  stock,  which
were granted prior to the Company’s initial public offering, with exercise prices below estimated fair
value,  which  are  being  amortized  on  an  accelerated  amortization  methodology  in  accordance  with
Financial  Accounting  Standards  Board  Interpretation  Number  (‘‘FIN’’)  No.  28.  In  the  year  ending
January 1, 2006, the Company recorded deferred stock compensation as part of a business acquisition
as well as deferred stock compensation related to a restricted stock grant awarded to an employee,
which are being amortized over the vesting period on a straight-line basis.

In June 2005, the stockholders of the Company approved the 2005 Stock and Incentive Plan (the
‘‘2005 Stock Plan’’). Upon adoption of the 2005 Stock Plan, issuance of options under the 2000 Stock
Plan  ceased.  The  2005  Stock  Plan  provides  that  an  aggregate  of  up  to  11,542,358  shares  of  the
Company’s  common  stock  be  reserved  and  available  to  be  issued.  In  addition,  the  2005  Stock  Plan
provides for an automatic annual increase in the shares reserved for issuance by the lesser of 5% of
outstanding  shares  of  the  Company’s  common  stock  on  the  last  day  of  the  immediately  preceding
fiscal  year,  1,200,000  shares  or  such  lesser  amount  as  determined  by  the  Company’s  board  of
directors.

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Pro forma information regarding net loss is required by SFAS No. 123 and has been determined as
if the Company had accounted for its employee stock options and employee stock purchases under
the fair value method of that statement. The fair value for these options was estimated at the dates of
grant  using  the  fair  value  option  pricing  model  (Black-Scholes)  with  the  following  weighted-average
assumptions for 2005, 2004 and 2003:

Year Ended
January 1,
2006

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Weighted average risk-free interest rate ***********
Expected dividend yield *************************
Weighted average volatility **********************
Estimated life (in years) **************************
Weighted average fair value of options granted****

4.08%
0%
90%
5
$7.38

3.25%
0%
97%
5
$5.25

3.03%
0%
103%
5
$3.31

For  purposes  of  pro  forma  disclosures,  the  estimated  fair  value  of  the  options  is  amortized  to
expense  over  the  vesting  period.  The  Company’s  pro  forma  information  is  as  follows  (in  thousands,
except per share amounts):

Year Ended
January 1,
2006

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Net loss, as reported****************************
Add: Stock-based compensation expense recorded
Less: Assumed stock compensation expense*******
Pro forma net loss ******************************

$(20,874)
270
(8,393)

$ (6,225)
844
(10,302)

$(27,063)
2,454
(9,517)

$(28,997)

$(15,683)

$(34,126)

Basic and diluted net loss per share:
As reported ************************************
Pro forma basic and diluted net loss per share *****

$

$

(0.52)

(0.72)

$

$

(0.17)

(0.44)

$

$

(0.85)

(1.07)

In  December  2004,  the  Financial  Accounting  Standards  Board  (‘‘FASB’’)  issued  SFAS  No.  123
(revised  2004),  Share  Based  Payment  (‘‘SFAS  No.  123R’’),  which  is  a  revision  of  SFAS  No.  123,
Accounting for Stock-Based Compensation. This statement supercedes Accounting Principles Bulletin
(‘‘APB’’)  Opinion  No.  25,  Accounting  for  Stock  Issued  to  Employees,  and  amends  SFAS  No.  95,
Statement  of  Cash  Flows.  Generally,  the  approach  in  SFAS  No.  123R  is  similar  to  the  approach
described in SFAS No. 123; however, SFAS No. 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the income statement based on their
fair values. Pro forma disclosure is no longer an alternative.

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

SFAS No. 123R permits companies to adopt its requirements using either a ‘‘modified prospec-
tive’’  method  or  a  ‘‘modified  retrospective’’  method.  Under  the  ‘‘modified  prospective’’  method,
compensation cost is recognized in the financial statements beginning with the effective date, based
on the requirements of SFAS No. 123R for all share-based payments granted after that date, and based
on the requirements for SFAS No. 123 for all unvested awards granted prior to the effective date of
SFAS No. 123R. Under the ‘‘modified retrospective’’ method, the requirements are the same as under
the  ‘‘modified  prospective’’  method,  but  companies  may  restate  financial  statements  of  previous
periods  based  on  pro forma  disclosures  made  in  accordance  with  SFAS  No.  123.  The  Company
currently  utilizes  the  Black-Scholes  model  to  measure  the  fair  value  of  stock  options  granted  to
employees  under  the  pro  forma  disclosure  requirements  of  SFAS  No.  123.  While  SFAS  No.  123R
permits companies to continue to use such model, it also permits the use of a ‘‘lattice’’ model. The
Company has determined it will use the Black-Scholes model to measure the fair value of employee
stock options under  SFAS  No. 123R. The new  standard is effective for companies  that are  not small
business issuers, like the Company, beginning with the first reporting period during the first fiscal year
beginning on or after June 15, 2005, and the Company adopted SFAS No. 123R at the beginning of its
new reporting period on January 2, 2006.

The  Company  currently  accounts  for  share-based  payments  to  employees  using  APB  No.  25’s
intrinsic  value  method  and,  as  such,  recognizes  no  compensation  cost  for  employee  stock  options
granted with exercise prices equal to or greater than the fair value of the Company’s common stock on
the date of the grant. Accordingly, the adoption of SFAS No. 123R’s fair value method is expected to
result in significant non-cash charges which will increase the Company’s reported operating expenses.
However, it will have no impact on its cash flows. The precise impact of adoption of SFAS No. 123R
cannot be predicted at this time because it will depend on the level of share-based payments granted
in  the  future.  However,  had  the  Company  adopted  SFAS  No.  123R  in  prior  periods,  it  believes  the
impact  of  that  standard  would  have  approximated  the  impact  of  SFAS  No.  123  as  described  in  the
disclosure of pro forma net loss in this note.

Deferred  compensation  for  options  granted,  and  restricted  stock  sold,  to  consultants  has  been
determined  in  accordance  with  SFAS  No.  123  and  EITF  96-18  as  the  fair  value  of  the  consideration
received  or  the  fair  value  of  the  equity  instruments  issued,  whichever  is  more  reliably  measured.
Deferred  charges  for  options  granted  and  restricted  stock  sold,  to  consultants  are  periodically
remeasured as the underlying options vest.

F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Net Loss per Share

Basic  and  diluted  net  loss  per  common  share  are  presented  in  conformity  with  SFAS  No.  128,
Earnings per Share, for all periods presented. In accordance with SFAS No. 128, basic and net loss per
share is computed using the weighted-average number of shares of common stock outstanding during
the period, less shares subject to repurchase. Diluted net loss per share is typically computed using the
weighted  average  number  of  common  and  dilutive  common  equivalent  shares  from  stock  options
using the treasury stock method. However, for all periods presented, diluted net loss per share is the
same as basic net loss per share because the Company reported a net loss and therefore the inclusion
of weighted average shares of common stock issuable upon the exercise of stock options would be
antidilutive.

Weighted-average shares outstanding ************
Less: Weighted-average shares of common stock

subject to repurchase *************************

Weighted-average shares used in computing net

loss per share, basic and diluted ***************

Year Ended
January 1,
2006

Year Ended
January 2,
2005

Year Ended
December 28,
2003

(In thousands)

40,199

36,165

32,733

(52)

(320)

(808)

40,147

35,845

31,925

The  total  number  of  shares  excluded  from  the  calculation  of  diluted  net  loss  per  share,  prior  to
application  of  the  treasury  stock  method  for  options  and  shares  of  restricted  stock,  was  7,368,181,
6,360,023  and  5,809,649  for  the  years  ended  January  1,  2006,  January  2,  2005,  and  December  28,
2003, respectively.

Comprehensive Income (Loss)

Comprehensive  loss  is  comprised  of  net  loss  and  other  comprehensive  income  (loss).  Other
comprehensive income (loss) includes unrealized gains and losses on the Company’s available-for-sale
securities,  changes  in  the  fair  value  of  derivatives  designated  as  effective  as  cash  flow  hedges,  and
foreign  currency  translation  adjustments.  The  Company  has  disclosed  comprehensive  loss  as  a
component of stockholders’ equity.

The components of accumulated other comprehensive income (loss) are as follows (in thousands):

Year Ended
January 1,
2006

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Foreign currency translation adjustments **********
Unrealized gain (loss) on available-for-sale securities
Unrealized gain (loss) on cash flow hedges ********
Accumulated other comprehensive income ********

$248
—
10

$258

$171
(29)
(46)

$ 96

$ 60
275
—

$335

F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Acquisition of CyVera Corporation

On April 8, 2005, the Company completed its acquisition of 100% of the voting equity interests of
CyVera  Corporation  (‘‘CyVera’’).  Pursuant  to  an  Agreement  and  Plan  of  Merger,  dated  as  of  Febru-
ary 22, 2005 (the ‘‘Merger Agreement’’), by and among Illumina, Semaphore Acquisition Sub, Inc., a
Delaware  corporation  and  wholly  owned  subsidiary  of  Illumina  (‘‘Merger  Sub’’),  and  CyVera,  Merger
Sub merged with and into CyVera, with CyVera surviving as a wholly owned subsidiary of Illumina. The
results of CyVera’s operations have been included in the Company’s consolidated financial statements
since the acquisition date of April 8, 2005.

CyVera was created in October 2003 to commercialize its digital microbead technology platform
and optical instrumentation/reader concepts. The Company believes that the CyVera technology will
be highly complementary to the Company’s own portfolio of products and services; will enhance the
Company’s  capabilities  to  service  its  existing  customers;  and  will  accelerate  the  development  of
additional  technologies,  products  and  services.  The  Company  believes  that  integrating  CyVera’s
capabilities  with  the  Company’s  technologies  will  better  position  the  Company  to  address  the
emerging biomarker research and development and in-vitro and molecular diagnostic markets.

Pursuant  to  the  Merger  Agreement,  Illumina  issued  1.6  million  shares  (the  ‘‘Shares’’)  of  Illumina
common stock, paid $2.3 million in cash and assumed the net liabilities of CyVera. In addition, Illumina
assumed  the  outstanding  stock  options  of  CyVera.  Approximately  250,000  of  the  Shares  were
deposited into an escrow account with a bank. For a period of one year from the closing date, these
shares  will  be  held  by  the  bank  to  satisfy  any  claims  for  indemnification  made  by  the  Company  or
CyVera  pursuant  to  the  Merger  Agreement.  To  the  extent  that  some,  or  all,  of  these  shares  are  not
required  to  satisfy  indemnification  claims,  then  such  shares  will  be  distributed  pro  rata  among  the
CyVera stockholders.

The results of CyVera’s operations have been included in the accompanying consolidated financial
statements  from  the  date  of  the  acquisition.  The  total  cost  of  the  acquisition  is  as  follows  (in
thousands):

Fair market value of securities issued, net ************************************ $14,433
Cash paid ****************************************************************
2,291
Transaction costs **********************************************************
681
Fair market value of options assumed ***************************************
394
Total purchase price *************************************************** $17,799

The fair value of the Shares was determined based on the average closing price of the Company’s
common  stock  for  five  trading  days  preceding,  and  following,  February  22,  2005  (the  date  the
transaction was announced). The Company believes that this time period gives proper consideration to
matters such as price fluctuations and quantities traded and represents a reasonable period before and
after the date on which the terms of the acquisition were agreed. Based on these closing prices, the
Company estimated the fair value of its common stock to be $9.167 per share, which equates to a total
fair value of $14.4 million.

F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

The final purchase price allocation is shown below:

Cash ******************************************************************
Prepaid expenses ******************************************************
Fixed assets ***********************************************************
Deferred compensation on unvested stock options assumed ****************
Accounts payable and accrued liabilities **********************************
Debt assumed *********************************************************
Net book value of net liabilities assumed *********************************
In-process research and development ************************************
Goodwill **************************************************************

As of April 8,
2005
(In thousands)

$

4
12
349
196
(432)
(255)

(126)
15,800
2,125

$17,799

In  accordance  with  SFAS  No.  142,  Goodwill  and  Other  Intangible  Assets,  the  goodwill  is  not
amortized, but will be subject to a periodic assessment for impairment by applying a fair-value-based
test. None of this goodwill is expected to be deductible for tax purposes. The Company expects to
perform its annual test for impairment of goodwill in May of each year. The Company is required to
perform a periodic assessment between annual tests in certain circumstances. As of January 1, 2006,
the Company has determined there has been no impairment of goodwill.

The Company allocated $15.8 million of the purchase price to in-process research and develop-
ment projects. In-process research and development (‘‘IPR&D’’) represents the valuation of acquired,
to-be-completed research projects. At the acquisition date, CyVera’s ongoing research and develop-
ment  initiatives  were  primarily  involved  with  the  development  of  its  microbead  technology  platform
and  optical  instrumentation/reader  concepts.  These  two  projects  were  approximately  50%  and  25%
complete at the date of acquisition.

The value assigned to purchased IPR&D was determined by estimating the costs to develop the
acquired  technology  into  commercially  viable  products,  estimating  the  resulting  net  cash  flows  from
the projects, and discounting the net cash flows to their present value. The revenue projections used to
value  the  IPR&D  were,  in  some  cases,  reduced  based  on  the  probability  of  developing  a  new
technology,  and  considered  the  relevant  market  sizes  and  growth  factors,  expected  trends  in
technology, and the nature and expected timing of new product introductions by the Company and its
competitors. The resulting net cash flows from such projects are based on the Company’s estimates of
cost of sales, operating expenses, and income taxes from such projects. The rates utilized to discount
the net cash flows to their present value were based on estimated cost of capital calculations. Due to
the nature of the forecast and the risks associated with the projected growth and profitability of the
developmental  projects,  discount  rates  of  30%  were  considered  appropriate  for  the  IPR&D.  The
Company believes that these discount rates were commensurate with the projects’ stage of develop-
ment and the uncertainties in the economic estimates described above.

F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

If  these  projects  are  not  successfully  developed,  the  sales  and  profitability  of  the  combined
company  may  be  adversely  affected  in  future  periods.  The  Company  believes  that  the  foregoing
assumptions used in the IPR&D analysis were reasonable at the time of the acquisition. No assurance
can  be  given,  however,  that  the  underlying  assumptions  used  to  estimate  expected  project  sales,
development  costs  or  profitability,  or  the  events  associated  with  such  projects,  will  transpire  as
estimated.  At  the  date  of  acquisition,  the  development  of  these  projects  had  not  yet  reached
technological feasibility, and the research and development in progress had no alternative future uses.
Accordingly, these costs were charged to expense in the second quarter of 2005.

The following unaudited pro forma information shows the results of the Company’s operations for
the years ended January 1, 2006, January 2, 2005 and December 28, 2003 as though the acquisition
had occurred as of the beginning of the periods presented:

Year Ended
Year Ended
December 28,
January 1,
2003
2006
(In thousands, except per share data)

Year Ended
January 2,
2005

Revenue ***************************************
Net loss ***************************************
Net loss per share, basic and diluted *************

$73,501
(6,234)
(0.15)

$50,583
(9,965)
(0.27)

$ 28,035
(27,616)
(0.82)

The pro forma results have been prepared for comparative purposes only and are not necessarily
indicative of the actual results of operations had the acquisition taken place as of the beginning of the
periods presented, or the results that may occur in the future. The pro forma results exclude the non-
cash acquired IPR&D charge recorded upon the closing of the acquisition during the second quarter of
2005.

Recent Accounting Pronouncements

In November 2004, the FASB issued SFAS No. 151, Inventory Costs. The Company is required to
adopt the provisions of SFAS No. 151, on a prospective basis, as of January 2, 2006. SFAS No. 151
clarifies  the  accounting  for  abnormal  amounts  of  idle  facility  expense,  freight,  handling  costs,  and
wasted material. SFAS No. 151 requires that those items — if abnormal — be recognized as expenses
in the period incurred. In addition, SFAS No. 151 requires the allocation of fixed production overheads
to the costs of conversions based upon the normal capacity of the production facilities. The Company
does not believe that the adoption of SFAS No. 151 will have a material impact on its financial position
or results of operations.

2. Balance Sheet Account Details

Investments, including restricted investments, consist of the following, (in thousands):

Amortized
Cost

Gross
Unrealized Gain

Gross
Unrealized Loss

Market Value

January 2, 2005

Restricted corporate debt

securities ********************

$12,134

$ —

$(29)

$12,105

The Company had no investments as of January 1, 2006.

F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Accounts receivable consist of the following (in thousands):

Accounts receivable from product and service sales****************
Notes receivable from product sales *****************************
Accounts receivable from government grants *********************
Other receivables **********************************************

$17,055
441
180
257

$11,182
464
108
283

January 1,
2006

January 2,
2005

Allowance for doubtful accounts *********************************
Total ******************************************************

Inventory consists of the following (in thousands):

17,933
(313)

12,037
(146)

$17,620

$11,891

January 1,
2006

January 2,
2005

Raw materials **************************************************
Work in process************************************************
Finished goods ************************************************
Total ******************************************************

$ 4,575
4,546
1,188

$1,487
1,714
606

$10,309

$3,807

Property and equipment consist of the following (in thousands):

January 1,
2006

January 2,
2005

Leasehold improvements**************************************** $
Manufacturing and laboratory equipment *************************
Computer equipment and software ******************************
Furniture and fixtures *******************************************

819
19,430
8,121
2,139

Accumulated depreciation and amortization***********************

30,509
(14,378)
Total ****************************************************** $ 16,131

$

347
11,067
6,116
2,095

19,625
(11,051)

$ 8,574

Depreciation  expense  was  $3.8  million,  $3.7  million  and  $4.4  million  for  the  years  ended

January 1, 2006, January 2, 2005 and December 28, 2003, respectively.

F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Accrued liabilities consist of the following (in thousands):

Compensation *************************************************
Legal and other professional fees ********************************
Taxes *********************************************************
Reserve for product warranties***********************************
Customer deposits *********************************************
Short-term deferred revenue ************************************
Short-term deferred gain on sale of building **********************
Other *********************************************************
Total ******************************************************

January 1,
2006

January 2,
2005

$ 4,922
2,311
939
751
1,361
1,937
375
1,614

$ 3,798
1,488
928
387
1,671
915
375
845

$14,210

$10,407

3. Derivative Financial Instruments

SFAS  No.  133,  Accounting  for  Derivative  Instruments  and  Hedging  Activities,  requires  that  all
derivatives  be  recognized  on  the  balance  sheet  at  their  fair  value.  Changes  in  the  fair  value  of
derivatives are recorded each period in current earnings or other comprehensive income, depending
on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge
transaction.  The  Company  assesses,  both  at  its  inception  and  on  an  on-going  basis,  whether  the
derivatives that are used in hedging transactions are highly effective in offsetting the changes in cash
flows  of  hedged  items.  The  Company  also  assesses  hedge  ineffectiveness  on  a  quarterly  basis  and
records the gain or loss related to the ineffective portion to current earnings to the extent significant.

The  Company  has  a  foreign  exchange  hedging  program  principally  designed  to  mitigate  the
potential impact due to changes in foreign currency exchange rates. The Company does not hold any
derivative  financial  instruments  for  trading  or  speculative  purposes.  The  Company  primarily  uses
forward exchange contracts to hedge foreign currency exposures and they generally have terms of one
year or less. These contracts have been designated as cash flow hedges and accordingly, to the extent
effective,  any  unrealized  gains  or  losses  on  these  foreign  currency  forward  contracts  are  reported  in
other comprehensive income. Realized gains and losses for the effective portion are recognized with
the  underlying  hedge  transaction.  The  notional  settlement  amount  of  the  foreign  currency  forward
contracts  outstanding  at  January  1,  2006  and  January  2,  2005  were  $0.1  million  and  $4.0  million,
respectively.  As  of  January  1,  2006,  the  Company  had  one  foreign  currency  forward  contract
outstanding. This contract had a fair value of $882, representing an unrealized gain, and was included
in other current assets at January 1, 2006. This contract is set to expire in March 2006 and is with a
reputable  bank  institution.  As  of  January  2,  2005,  the  outstanding  contracts  had  a  fair  value  of
$0.2 million, representing an unrealized loss, and were included in other current liabilities at January 2,
2005. The Company settled foreign exchange contracts of $5.2 million and $0.3 million for the years
ended January 1, 2006 and January 2, 2005, respectively. The Company’s hedging program reduces,
but  does  not  entirely  eliminate  the  impact  of  currency  exchange  rate  movements.  The  Company
believes it has hedged all significant firm commitments denominated in foreign currencies, and as a
result, any increase or decrease in the exchange rates of these commitments would have no material
net effect to the Company’s balance sheet or its results of operations. The Company did not hold any
derivative financial instruments prior to fiscal 2004.

F-20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

4. Warranties and Maintenance Contracts

The  Company  generally  provides  a  one-year  warranty  on  genotyping  and  gene  expression
systems. At the time revenue is recognized, the Company establishes an accrual for estimated warranty
expenses associated with system sales. This expense is recorded as a component of cost of product
revenue. Estimated warranty expenses associated with extended maintenance contracts are recorded
as cost of revenue ratably over the term of the maintenance contract.

Changes in the Company’s warranty liability during the three years ended January 1, 2006 are as

follows (in thousands):

Balance as of December 29, 2002 *******************************************
Additions charged to cost of revenue ****************************************
Balance as of December 28, 2003 *******************************************
Additions charged to cost of revenue ****************************************
Repairs and replacements **************************************************
Balance as of January 2, 2005 **********************************************
Additions charged to cost of revenue ****************************************
Repairs and replacements **************************************************
Balance as of January 1, 2006 **********************************************

$ —
230

230
603
(446)

387
1,094
(730)

$ 751

5. Commitments and Long-term Debt

Building Loan

In July 2000, the Company entered into a 10-year lease to rent space in two newly constructed
buildings  in  San  Diego  that  are  now  occupied  by  the  Company.  That  lease  contained  an  option  to
purchase the buildings together with certain adjacent land that has been approved for construction of
an additional building. The Company exercised that option and purchased the properties in January
2002 and assumed a $26.0 million, 10-year mortgage on the property at a fixed interest rate of 8.36%.
The  Company  made  monthly  payments  of  $208,974,  representing  interest  and  principal,  through
August  2004.  Interest  expense  was  $0,  $1.4  million  and  $2.2  million  for  the  years  ended  January  1,
2006, January 2, 2005 and December 28, 2003, respectively.

In June 2004, the Company entered into a conditional agreement to sell its land and buildings for
$42.0 million and to lease back such property for an initial term of ten years. The sale was completed in
August 2004 at which time the lease was signed. After the repayment of the remaining $25.2 million
debt  and  other  related  transaction  expenses,  the  Company  received  $15.5  million  in  net  cash
proceeds. The Company removed the land and net book value of the buildings of $36.9 million from its
balance sheet, deferred the resulting $3.7 million gain on the sale of the property, and is amortizing
the deferred gain over the ten year lease term in accordance with SFAS No. 13, Accounting for Leases.

The Company leased a portion of the space to a tenant under a lease which expired in June 2004.
Rental  income  was  recorded  as  an  offset  to  the  Company’s  facility  costs.  Rental  income  was  $0,
$409,517,  and  $695,282  for  the  years  ended  January  1,  2006,  January  2,  2005,  and  December  28,
2003, respectively.

F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Capital Leases

In  April  2000,  the  Company  entered  into  a  $3,000,000  loan  arrangement  to  be  used  at  its
discretion to finance purchases of capital equipment. The loan was secured by the capital equipment
financed.  As  of  January  1,  2005,  all  loan  payments  were  made,  the  underlying  equipment  was
purchased  and  the  loan  arrangement  was  closed.  Cost  and  accumulated  depreciation  of  equipment
under  capital  leases  at  January  1,  2006  and  January  2,  2005  was  $0  and  $1,287,789,  respectively.
Depreciation  of  equipment  under  capital  leases  was  included  in  depreciation  expense.  Interest
expense related to capital leases was $0, $10,500 and $56,661 for the years ended January 1, 2006,
January 2, 2005 and December 28, 2003 respectively.

Operating Leases

In August 2004, the Company entered into a ten-year lease for its San Diego facility after the land
and  building  were  sold  (as  discussed  above).  Under  the  terms  of  the  lease,  the  Company  paid  a
$1.9 million security deposit and is paying monthly rent of $318,643 for the first year with an annual
increase  of  3%  in  each  subsequent  year  through  August  2014.  The  current  monthly  rent  under  this
lease is $328,202. The lease contains an option to renew for three additional periods of five years each.
In accordance with SFAS No. 13, the Company records rent expense on a straight-line basis and the
resulting  deferred  rent  is  included  in  other  long-term  liabilities  in  the  accompanying  consolidated
balance  sheet.  The  Company  also  leases  office  space  for  a  facility  in  Connecticut,  an  additional
distribution and storage facility in San Diego and for three foreign facilities located in Japan, Singapore
and China under non-cancelable operating leases that expire at various times through December 2008.
These leases contain renewal options ranging from one to three years.

As  of  January  1,  2006,  annual  future  minimum  payments  under  these  operating  leases  are  as

follows (in thousands):

2006 ********************************************************************
2007 ********************************************************************
2008 ********************************************************************
2009 ********************************************************************
2010 ********************************************************************
2011 and thereafter*******************************************************
Total ****************************************************************

4,557
4,365
4,343
4,351
4,482
17,415

$39,513

Rent  expense,  net  of  amortization  of  the  deferred  gain  on  sale  of  property,  was  $4,737,218,
$1,794,234, and $238,065 for the years ended January 1, 2006, January 2, 2005 and December 28,
2003, respectively.

F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

6. Stockholders’ Equity

Common stock

As  of  January  1,  2006,  the  Company  had  41,294,003  shares  of  common  stock  outstanding,  of
which  4,802,319  shares  were  sold  to  employees  and  consultants  subject  to  restricted  stock  agree-
ments.  The  restricted  common  shares  vest  in  accordance  with  the  provisions  of  the  agreements,
generally over five years. All unvested shares are subject to repurchase by the Company at the original
purchase price. As of January 1, 2006, 41,750 shares of common stock were subject to repurchase. In
addition, the Company also issued 12,000 shares for a restricted stock award to an employee under
the Company’s new 2005 Stock and Incentive Plan based on service performance. These shares vest
monthly over a three-year period.

Stock Options

2005 Stock and Incentive Plan

In June 2005, the stockholders of the Company approved the 2005 Stock and Incentive Plan (the
‘‘2005 Stock Plan’’). Upon adoption of the 2005 Stock Plan, issuance of options under the Company’s
existing  2000  Stock  Plan  ceased.  The  2005  Stock  Plan  provides  that  an  aggregate  of  up  to
11,542,358  shares  of  the  Company’s  common  stock  be  reserved  and  available  to  be  issued.  In
addition,  the  2005  Stock  Plan  provides  for  an  automatic  annual  increase  in  the  shares  reserved  for
issuance by the lesser of 5% of outstanding shares of the Company’s common stock on the last day of
the immediately preceding fiscal year, 1,200,000 shares or such lesser amount as determined by the
Company’s board of directors.

The  Company’s  stock  option  activity  under  all  stock  option  plans  from  December  29,  2002

through January 1, 2006 is as follows:

Outstanding at December 29, 2002**************************
Granted **************************************************
Exercised *************************************************
Cancelled *************************************************
Outstanding at December 28, 2003**************************
Granted **************************************************
Exercised *************************************************
Cancelled *************************************************
Outstanding at January 2, 2005 *****************************
Granted **************************************************
Exercised *************************************************
Cancelled *************************************************
Outstanding at January 1, 2006 *****************************

Options

4,422,781
1,241,175
(102,590)
(331,492)

5,229,874
1,453,400
(139,768)
(337,486)

6,206,020
2,992,300
(869,925)
(1,001,964)

7,326,431

Weighted-
Average
Exercise Price

$ 7.94
$ 3.31
$ 1.25
$ 8.36

$ 6.95
$ 7.08
$ 1.98
$ 8.80

$ 6.99
$10.02
$ 4.66
$11.00

$ 7.96

At  January  1,  2006,  options  to  purchase  approximately  2,763,225  shares  were  exercisable  and

3,870,374 shares remain available for future grant.

F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Following is a further breakdown of the options outstanding as of January 1, 2006:

Range of
Exercise Prices

Options
Outstanding

$0.03 - 4.44
$4.64 - 6.53
$6.55 - 8.52
$8.60 - 10.26
$10.30 - 16.00
$16.03 - 45.00

1,401,109
1,298,379
1,943,164
1,290,701
1,235,978
157,100

$0.03 - 45.00

7,326,431

Weighted
Average
Remaining Life
in Years

Weighted
Average
Exercise Price

Options
Exercisable

Weighted
Average
Exercise Price
of Options
Exercisable

6.80
6.89
8.17
7.63
8.85
6.33

7.66

$ 3.14
$ 5.77
$ 8.10
$ 9.11
$12.67
$20.75

$ 7.96

789,881
472,989
604,053
557,114
227,042
112,146

2,763,225

$ 2.91
$ 5.63
$ 7.92
$ 9.30
$12.73
$22.59

$ 7.37

2000 Employee Stock Purchase Plan

In  February  2000,  the  board  of  directors  and  stockholders  adopted  the  2000  Employee  Stock
Purchase Plan (the ‘‘Purchase Plan’’). A total of 3,589,168 shares of the Company’s common stock have
been reserved for issuance under the Purchase Plan. The Purchase Plan permits eligible employees to
purchase  common  stock  at  a  discount,  but  only  through  payroll  deductions,  during  defined  offering
periods.

The price at which stock is purchased under the Purchase Plan 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. The initial
offering period commenced in July 2000. In addition, the Purchase Plan provides for annual increases
of shares available for issuance under the Purchase Plan beginning with fiscal 2001. 717,164, 585,855
and  304,714  shares  were  issued  under  the  2000  Employee  Stock  Purchase  Plan  during  fiscal  2005,
2004 and 2003, respectively. As of January 1, 2006, there were 1,790,510 shares available for issuance
under the Purchase Plan.

Deferred Stock Compensation

Since  the  inception  of  the  Company,  in  connection  with  the  grant  of  certain  stock  options  and
sales of restricted stock to employees, founders and directors through July 25, 2000, the Company has
recorded  deferred  stock  compensation  totaling  approximately  $17.6  million,  representing  the  differ-
ence between the exercise or purchase price and the fair value of the Company’s common stock as
estimated  by  the  Company’s  management  for  financial  reporting  purposes  on  the  date  such  stock
options were granted or restricted common stock was sold. Deferred compensation is included as a
reduction  of  stockholders’  equity  and  is  being  amortized  to  expense  over  the  vesting  period  of  the
options and restricted stock. In 2005, the Company recorded $0.2 million as deferred compensation
related  to  unvested  options  associated  with  our  acquisition  of  CyVera.  In  addition,  in  2005,  the
Company granted a restricted stock award to an employee and recorded deferred stock compensation
totaling  $0.2  million.  During  the  years  ended  January  1,  2006,  January  2,  2005  and  December  28,
2003, the Company recorded amortization of deferred stock compensation of approximately $0.3 mil-
lion, $0.8 million and $2.5 million, respectively.

F-24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Stockholder Rights Plan

On  May  3,  2001,  the  Board  of  Directors  of  the  Company  declared  a  dividend  of  one  preferred
share  purchase  right  (a  ‘‘Right’’)  for  each  outstanding  share  of  common  stock  of  the  Company.  The
dividend was payable on May 14, 2001 (the ‘‘Record Date’’) to the stockholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one unit consisting of one-
thousandth of a share of its Series A Junior Participating Preferred Stock at a price of $100 per unit. The
Rights will be exercisable if a person or group hereafter acquires beneficial ownership of 15% or more
of  the  outstanding  common  stock  of  the  Company  or  announces  an  offer  for  15%  or  more  of  the
outstanding common stock. If a person or group acquires 15% or more of the outstanding common
stock of the Company, each Right will entitle its holder to purchase, at the exercise price of the right, a
number of shares of common stock having a market value of two times the exercise price of the right. If
the Company is acquired in a merger or other business combination transaction after a person acquires
15%  or  more  of  the  Company’s  common  stock,  each  Right  will  entitle  its  holder  to  purchase,  at  the
Right’s then-current exercise price, a number of common shares of the acquiring company which at the
time of such transaction have a market value of two times the exercise price of the right. The Board of
Directors will be entitled to redeem the Rights at a price of $0.01 per Right at any time before any such
person  acquires  beneficial  ownership  of  15%  or  more  of  the  outstanding  common  stock.  The  rights
expire on May 14, 2011 unless such date is extended or the rights are earlier redeemed or exchanged
by the Company.

7. Legal Proceedings

The Company has incurred substantial costs in defending itself against patent infringement claims,
and expects to devote substantial financial and managerial resources to protect its intellectual property
and to defend against the claims described below as well as any future claims asserted against it.

Affymetrix Litigation

On July 26, 2004, Affymetrix, Inc. (‘‘Affymetrix’’) filed a complaint in the U.S. District Court for the
District of Delaware alleging that the use, manufacture and sale of the Company’s BeadArray products
and  services,  including  the  Array  Matrix  and  BeadChip  products,  infringe  six  Affymetrix  patents.
Affymetrix seeks an injunction against the sale of products, if any, that are determined to be infringing
these patents, unspecified monetary damages, interest and attorneys’ fees. On September 15, 2004,
the  Company  filed  its  answer  and  counterclaims  to  Affymetrix’  complaint,  seeking  declaratory
judgments from the court that the Company does not infringe the Affymetrix patents, and that such
patents are invalid, and filed counterclaims against Affymetrix for unfair competition and interference
with actual and prospective economic advantage. On January 7, 2006, the Company sought leave to
file  the  first  amended  answer  and  counterclaims,  adding  allegations  of  inequitable  conduct  with
respect to all six asserted Affymetrix patents, violation of Section 2 of the Sherman Act, and unclean
hands.  Trial  is  scheduled  for  October  16,  2006.  The  Company  believes  it  has  meritorious  defenses
against each of the infringement claims alleged by Affymetrix and intends to vigorously defend against
this  suit.  However,  the  Company  cannot  be  sure  that  it  will  prevail  in  this  matter.  Any  unfavorable
determination, and in particular, any significant cash amounts required to be paid by the Company or
prohibition of the sale of products and services, could result in a material adverse effect on its business,
financial condition and results of operations.

F-25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

Dr. Anthony W. Czarnik v. Illumina, Inc.

On June 15, 2005, Dr. Anthony Czarnik, a former employee, filed suit against the Company in the
U.S. District Court for the District of Delaware seeking correction of inventorship of certain Company
patents and patent applications and alleging that the Company committed inequitable conduct and
fraud  in  not  naming  him  as  an  inventor.  Dr.  Czarnik  seeks  an  order  requiring  the  Company  and  the
U.S.  Patent  and  Trademark  Office  to  correct  the  inventorship  of  certain  of  its  patents  and  patent
applications  by  adding  Dr.  Czarnik  as  an  inventor,  a  judgment  declaring  certain  of  its  patents  and
patent applications unenforceable, unspecified monetary damages and attorney’s fees. On August 4,
2005, the Company filed a motion to dismiss the complaint for lack of standing and failure to state a
claim.  While  this  motion  was  pending,  Dr.  Czarnik  filed  an  amended  complaint  on  September  23,
2005. On October 7, 2005, the Company filed a motion to dismiss the amended complaint for lack of
standing and failure to state a claim, and this motion is still pending. There has been no trial date set
for this case. The Company believes it has meritorious defenses against this claim.

Termination-of-Employment Lawsuit

In  March  2001,  a  complaint  seeking  damages  of  an  unspecified  amount  was  filed  against  the
Company  by  Dr.  Anthony  W.  Czarnik,  a  former  employee,  in  the  Superior  Court  of  the  State  of
California in connection with the employee’s termination of employment with the Company. In June
2002,  a  California  Superior  Court  judgment  was  rendered  against  the  Company  and  the  Company
recorded  a  $7.7  million  charge  in  its  financial  results  for  the  second  quarter  of  2002  to  cover  total
damages and remaining expenses. The Company appealed the decision, and in December 2004, the
Fourth Appellate District Court of Appeal, in San Diego, California, reduced the amount of the award.
The Company recorded interest expense on the $7.7 million during the appeal based on the statutory
rate. As a result of the revised judgment, the Company reduced the $9.2 million liability on its balance
sheet to $5.9 million and recorded a gain of $3.3 million as a litigation judgment in the fourth quarter
of 2004. In January 2005, the Company paid the $5.9 million and removed the liability from its balance
sheet.

Litigation with Applera Corporation’s Applied Biosystems Group

In  1999,  the  Company  entered  into  a  joint  development  agreement  with  Applied  Biosystems
Group,  an  operating  group  of  Applera  Corporation,  under  which  the  companies  agreed  to  jointly
develop  a  SNP  genotyping  system  that  would  combine  the  Company’s  BeadArray  technology  with
Applied  Biosystems’  assay  chemistry  and  scanner  technology.  In  conjunction  with  the  agreement,
Applied Biosystems agreed to provide the Company with non-refundable research and development
support of $10.0 million, all of which was paid by December 2001 and recorded as a liability on the
Company’s balance sheet as of December 28, 2003. In December 2002, Applied Biosystems initiated a
patent infringement suit and sought to compel arbitration of an alleged breach of the joint develop-
ment  agreement.  The  Company  initiated  a  suit  in  state  court  seeking  to  enjoin  the  arbitration  and
alleged that Applied Biosystems had breached the joint development agreement. In August 2004, the
Company  entered  into  a  settlement  and  cross-license  agreement  with  Applera.  As  a  result  of  the
settlement, the Company removed the $10.0 million liability from its balance sheet, made a payment
of $8.5 million to Applera and recorded a gain of $1.5 million as a litigation settlement.

F-26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

8. Collaborative Agreements

Invitrogen Corporation

In December 2004, the Company entered into a strategic collaboration with Invitrogen Corpora-
tion (‘‘Invitrogen’’). The goal of the collaboration is to combine the Company’s expertise in oligonucle-
otide manufacturing with the sales, marketing and distribution capabilities of Invitrogen. In connection
with  the  collaboration,  the  Company  is  developing  the  next  generation  Oligator˛  DNA  synthesis
technology. This technology is expected to include both plate- and tube-based capabilities. Under the
terms  of  the  agreement,  Invitrogen  paid  the  Company  an  upfront  non-refundable  collaboration
payment  of  $2.3  million  during  the  first  quarter  of  2005.  Additionally,  upon  the  achievement  of  a
certain  milestone,  Invitrogen  was  obligated  to  make  a  milestone  payment  of  $1.1  million  to  the
Company. The milestone was achieved in November of 2005 and payment of $1.1 million was made
by Invitrogen.

The Company began manufacturing and shipping the plate-based and certain tube-based oligo
products under the collaboration in the third quarter of 2005 and, therefore, has begun to amortize the
upfront collaboration payment of $2.3 million as product revenue over the life of the agreement on a
straight-line basis. The unamortized portion of the collaboration payment has been recorded as short-
and long-term deferred revenue. The Company recorded the $1.1 million milestone payment in service
and  other  revenue  upon  achievement  of  the  milestone  during  the  fourth  quarter  of  2005.  The
Company recorded revenue related to the milestone payment referred to in the prior paragraph upon
its  achievement,  as  evidenced  by  acknowledgment  from  Invitrogen  and  due  to  the  fact  that  (i)  the
milestone event is substantive and its achievability was not reasonably assured at the inception of the
agreement,  (ii)  the  milestone  represents  the  culmination  of  an  earnings  process,  (iii)  the  milestone
payment is non-refundable and (iv) the performance obligations for both the Company and Invitrogen
after the milestone achievement will continue at a level comparable to the level before the milestone
achievement.  In  addition,  the  agreement  provides  for  the  transfer  of  the  Company’s  Oligator
technology  into  two  Invitrogen  facilities  outside  North  America.  The  Company  recognizes  product
revenue upon shipment of collaboration products based on the Company’s actual manufacturing cost.
Collaboration profit, as defined in the collaboration agreement, from the sale of collaboration products
is divided equally between the two companies and is recorded as product revenue.

International HapMap Project

The  Company  was  the  recipient  of  a  grant  from  the  National  Institutes  of  Health  covering  its
participation  in  the  first  phase  of  the  International  HapMap  Project,  which  is  a  $100  million,
internationally funded successor project to the Human Genome Project that will help identify a map of
genetic variations that may be used to perform disease-related research. The Company was awarded a
$9.1  million  grant  from  the  National  Institutes  of  Health  in  September  2002  to  perform  genotyping
services  in  connection  with  the  first  phase  of  the  International  HapMap  Project  that  covered  basic
research activities, the development of SNP assays and the genotyping performed on those assays. For
the year ending January 1, 2006, January 2, 2005, and December 28, 2003, the Company recorded
revenue related to this project totaling $0.8 million, $4.6 million and $3.7 million, respectively.

F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

9.

Income Taxes

As  of  January  1,  2006,  the  Company  had  federal  and  California  tax  net  operating  loss  carryfor-
wards of approximately $103.7 million and $40.1 million, respectively. The federal and state tax loss
carryforwards will begin expiring in fiscal year 2018 and 2006, respectively, unless previously utilized.
The  Company  also  has  federal  and  California  research  and  development  tax  credit  carryforwards  of
approximately $4.1 million and $3.8 million, respectively. The federal tax credit carryforwards will begin
to expire in 2018 and the California carryforwards have no expiration.

Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of the Company’s net
operating loss and credit carryforwards may be limited in the event of a cumulative ownership change
of more than 50 percentage points within a three-year period. CyVera Corporation had an ownership
change upon acquisition by the Company during 2005, and accordingly, its federal and Connecticut
net operating loss carryforwards and its federal research and development tax credit carryforwards are
subject to annual limitation. The Company is in the final stages of completing its formal Section 382
and  383  analysis  and  it  is  anticipated  that  approximately  $0.2  million  of  its  net  operating  loss
carryforwards  may  be  limited.  CyVera  Corporation’s  federal  net  operating  loss  carryforwards  and
research  and  development  tax  credit  carryforwards  as  of  the  date  of  acquisition  were  approximately
$6.5 million and $0.2 million, respectively. To the extent these assets are recognized, the adjustment
will be offset as a credit to goodwill.

Significant components of the Company’s deferred tax assets as of January 1, 2006 and January 2,
2005  are  shown  below  (in  thousands).  A  valuation  allowance  has  been  established  as  of  January  1,
2006 and January 2, 2005 to offset the net deferred tax assets, as realization of such assets has not met
the ‘‘more likely than not’’ threshold required under SFAS No. 109.

January 1,
2006

January 2,
2005

Deferred tax assets:

Net operating losses ***************************************** $ 37,801
Tax credits***************************************************
6,634
Deferred revenue ********************************************
1,037
Capitalized research and development costs ********************
1,523
Property and equipment **************************************
(1,134)
Other *******************************************************
3,681
Net deferred tax assets *************************************
Valuation allowance on deferred tax assets************************
Net deferred taxes ********************************************* $

49,542
(49,542)

$ 32,161
5,076
—
1,857
(299)
6,732

45,527
(45,527)

— $

—

Deferred  tax  assets  of  approximately  $2.5  million  and  $0.4  million  as  of  January  1,  2006  and
January 2, 2005, respectively, resulted from the exercise of employee stock options. When recognized,
the tax benefit of these assets will be accounted for as a credit to goodwill (with respect to vested stock
options issued to employees of CyVera Corporation upon acquisition), or as a credit to additional paid-
in capital, rather than a reduction of the income tax provision.

The  Company’s  provision  for  income  taxes  for  the  years  ended  January  1,  2006  and  January  2,
2005 consisted of $163,000 and $135,000, respectively, for income tax expense related to its foreign
operations. This expense is included with interest and other expense in the consolidated statements of
operations.

F-28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

The following is a reconciliation of the statutory federal income tax to the Company’s effective tax

(in thousands):

Year Ended
January 1,
2006

Year Ended
January 2,
2005

Year Ended
December 28,
2003

Tax at federal statutory rate **********************
State, net of federal benefit**********************
Research and other credits***********************
Acquired in-process research & development ******
Adjustments to deferred tax balances *************
Change in valuation allowance *******************
Permanent differences***************************
Other *****************************************
Income tax expense*****************************

$(7,043)
633
(1,239)
5,372
2,952
(1,138)
(226)
852

$(2,179)
(336)
34
—
—
2,330
(264)
550

$ (9,472)
(1,434)
(1,374)
—
—
12,130
738
(588)

$ 163

$ 135

$

—

10. Retirement Plan

The  Company  has  a  401(k)  savings  plan  covering  substantially  all  of  its  employees.  Company
contributions  to  the  plan  are  discretionary  and  no  such  contributions  were  made  during  the  years
ended January 1, 2006, January 2, 2005 and December 28, 2003.

11. Segment Information, Geographic Data and Significant Customers

The  Company  has  determined  that,  in  accordance  with  SFAS  No.  131,  Disclosures  about
Segments  of  an  Enterprise  and  Related  Information,  it  operates  in  one  segment  as  it  only  reports
operating  results  on  an  aggregate  basis  to  chief  operating  decision  makers  of  the  Company.  The
Company had revenue in the following regions for the years ended January 1, 2006, January 2, 2005
and December 28, 2003 (in thousands):

Year Ended
January 1,
2006

Year Ended
January 2,
2005

Year Ended
December 28,
2003

United States***********************************
Europe ****************************************
Asia *******************************************
Other *****************************************
Total **************************************

$45,480
17,551
6,850
3,620

$24,166
12,528
9,703
4,186

$73,501

$50,583

$13,666
5,909
5,557
2,903

$28,035

The Company had no customer that provided more than 10% of total revenue in the year ended
January 1, 2006; one customer that provided approximately 14% of total revenue in the year ended
January  2,  2005  (exclusive  of  revenue  recorded  from  the  National  Institutes  of  Health)  and  approxi-
mately  18%  of  total  revenue  in  the  year  ended  December  28,  2003.  Revenue  from  the  National
Institutes  of  Health  accounted  for  approximately  1%,  13%  and  21%  of  total  revenue  for  the  years
ended January 1, 2006, January 2, 2005 and December 28, 2003, respectively.

F-29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

ILLUMINA, INC.

12. Quarterly Financial Information (unaudited)

The  following  financial  information  reflects  all  normal  recurring  adjustments,  except  as  noted
below, which are, in the opinion of management, necessary for a fair statement of the results of interim
periods. Summarized quarterly data for fiscal 2005 and 2004 are as follows (in thousands except per
share data):

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

2005:

Total revenue **************
Total cost of revenue *******
Net income (loss) **********
Historical net income (loss)

per share, basic **********

Historical net income (loss)

per share, diluted ********

2004:

Total revenue **************
Total cost of revenue *******
Net income (loss) **********
Historical net income (loss)

per share, basic **********

Historical net income (loss)

per share, diluted ********

$15,148
4,599
(1,235)

(0.03)

(0.03)

$10,803
2,802
(3,931)

(0.12)

(0.12)

$ 15,824
4,734
(18,539)(1)

$19,516
6,599
(1,426)

(0.46)

(0.46)

(0.03)

(0.03)

$23,013
7,249
326

0.01

0.01

$ 11,486
3,067
(3,516)

$13,512
3,517
(2,026)(2)

$14,782
3,873
3,248(2)

(0.10)

(0.10)

(0.05)

(0.05)

0.09

0.08

The four quarters for net income (loss) per share for each fiscal year presented may not add for the

year because of the different numbers of shares outstanding during the years presented.

(1) During  the  second  quarter  of  2005,  the  Company  recorded  a  $15.8  million  charge  related  to

acquired in-process research and development from the CyVera acquisition.

(2) During the third quarter of 2004, the Company recorded a $1.5 million reduction in expense for a
legal settlement and, in the fourth quarter of 2004, the Company recorded a $3.3 million reduction
in expense related to the reduction of a legal judgement (see Note 7).

F-30

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
FOR THE THREE YEARS ENDED JANUARY 1, 2006

Balance as of December 29, 2002 *********************************
Charged to expense *******************************************
Utilizations ****************************************************
Balance as of December 28, 2003 *********************************
Charged to expense *******************************************
Utilizations ****************************************************
Balance as of January 2, 2005*************************************
Charged to expense *******************************************
Utilizations ****************************************************
Balance as of January 1, 2006*************************************

Allowance
for Doubtful
Accounts

Reserve for
Inventory

(In thousands)

$145
118
(85)

178
49
(81)

146
167
—

$ 273
710
(353)

630
946
(538)

1,038
304
(247)

$313

$1,095

F-31

(This page intentionally left blank)

Corporate Directory

Corporate Information

BOARD OF DIRECTORS
Jay T. Flatley
President and Chief Executive Officer

ILLUMINA, INC.

Daniel M. Bradbury
Chief Operating Officer

AMYLIN PHARMACEUTICALS

Karin Eastham
Executive Vice President and 
Chief Operating Officer

THE BURNHAM INSTITUTE 

FOR MEDICAL RESEARCH

Paul Grint, M.D.
Chief Medical Officer and 
Head of Development

KALYPSYS, INC.

William H. Rastetter, Ph.D.
Non-Executive Chairman 

ILLUMINA, INC.

John R. Stuelpnagel, D.V.M.
Senior Vice President and 
Chief Operating Officer

ILLUMINA, INC.

David R. Walt, Ph.D.
Robinson Professor of Chemistry

TUFTS UNIVERSITY

EXECUTIVE OFFICERS
Jay T. Flatley
President and Chief Executive Officer

John R. Stuelpnagel, D.V.M.
Senior Vice President and 
Chief Operating Officer

Christian O. Henry
Vice President and 
Chief Financial Officer

Tristan B. Orpin
Vice President of Worldwide Sales

CORPORATE 
HEADQUARTERS
9885 Towne Centre Drive
San Diego, CA  92121
+1 858.202.4500

TRANSFER AGENT
Computershare
250 Royall Street
Canton, MA  02121
+1 781.575.3400
www.computershare.com

INDEPENDENT
ACCOUNTANTS
Ernst & Young LLP
San Diego, CA  92101

LEGAL COUNSEL
Dewey Ballantine LLP
New York, NY  10019

FORM 10-K
Included with this report is a copy of the Company’s Form 10-K filed
with the Securities and Exchange Commission. Additional copies are
available by contacting Illumina’s Investor Relations Department:

www.illumina.com
investor@illumina.com
+1 858.202.4750.

ANNUAL MEETING
The Company’s Annual Meeting of Stockholders will be held at the
Company’s corporate headquarters at 10:00 a.m. on June 8, 2006. 

SELECTED COMMON STOCK DATA
The Company’s common stock, par value $0.01, has been traded under
the symbol ILMN since July 28, 2000 on the NASDAQ National Market. 

As of April 20, 2006, there were approximately 212 record holders of 
the Company’s common stock. The Company has not paid any cash 
dividends since its inception and does not anticipate paying any cash
dividends in the foreseeable future.

“Safe Harbor” Statement under the Private Securities Litigation Reform
Act of 1995: this release may contain forward-looking statements that
involve risks and uncertainties. Among the important factors that could
cause actual results to differ materially from those in any forward-looking
statements are the costs and outcome of Illumina’s litigation with
Affymetrix, Illumina’s ability to scale and integrate CyVera technology,
the ability to further scale oligo synthesis output and technology to 
satisfy market demand deriving from Illumina’s collaboration with
Invitrogen, Illumina’s ability to further develop and commercialize 
its BeadArray technologies and to deploy new gene expression and
genotyping products and applications for its platform technology, 
to manufacture robust Sentrix® arrays, including HumanHap BeadChips,
and Oligator® oligonucleotides, and other factors detailed in the
Company’s filings with the Securities and Exchange Commission includ-
ing its recent filings on Forms 10-K and 10-Q or in information disclosed
in public conference calls, the date and time of which are released
beforehand. Illumina disclaims any intent or obligation to update 
these forward-looking statements beyond the date they are made.

© 2006, Illumina, Inc. All rights reserved. Illumina, BeadArray, Array of Arrays, Sentrix, GoldenGate, DASL, Infinium, Making Sense Out of Life and Oligator 
are registered trademarks or trademarks of Illumina, Inc. Printed in the U.S.A. 070-2006-002.

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Illumina, Inc.
9885 Towne Centre Drive
San Diego, CA 92121
www.illumina.com