Illumina Annual Report 2018

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-Kþ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 30, 2018oro 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: 001-35406Illumina, Inc.(Exact name of registrant as specified in its charter)Delaware 33-0804655(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)5200 Illumina WaySan Diego, California 92122(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (858) 202-4500Securities registered pursuant to Section 12(b) of the Act:Title of each class Name of each exchange on which registeredCommon Stock, $0.01 par value The NASDAQ Global Select MarketSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þIndicate 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 preceding12 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 þ No oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes þ No oIndicate 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’sknowledge, 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. oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer þAccelerated filer oNon-accelerated filer oSmaller reporting company oEmerging growth company o (Do not check if a smaller reporting company) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13a of the Exchange Act. oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þAs of February 8, 2019, there were 147 million shares (excluding 45 million shares held in treasury) of the registrant’s common stock outstanding. The aggregate market value ofthe common stock held by non-affiliates of the registrant as of July 1, 2018 (the last business day of the registrant’s most recently completed second fiscal quarter), based on theclosing price for the common stock on The NASDAQ Global Select Market on June 29, 2018 (the last trading day before July 1, 2018), was $35.9 billion. This amount excludes anaggregate of approximately 18 million shares of common stock held by officers and directors and each person known by the registrant to own 10% or more of the outstandingcommon 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 directionof the management or policies of the registrant, or that the registrant is controlled by or under common control with such person.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrant’s definitive proxy statement for the 2019 annual meeting of stockholders are incorporated by reference into Items 10 through 14 of Part III of thisReport. ILLUMINA, INC.FORM 10-KFOR THE FISCAL YEAR ENDED DECEMBER 30, 2018TABLE OF CONTENTS PagePART IItem 1Business 4Item 1ARisk Factors 10Item 1BUnresolved Staff Comments 23Item 2Properties 23Item 3Legal Proceedings 23Item 4Mine Safety Disclosures 23 PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24Item 6Selected Financial Data 26Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations 26Item 7AQuantitative and Qualitative Disclosures About Market Risk 39Item 8Financial Statements and Supplementary Data 41Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 74Item 9AControls and Procedures 74Item 9BOther Information 77 PART IIIItem 10Directors, Executive Officers and Corporate Governance 77Item 11Executive Compensation 77Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 77Item 13Certain Relationships and Related Transactions, and Director Independence 77Item 14Principal Accountant Fees and Services 78 PART IVItem 15Exhibits, Financial Statement Schedules 78Signatures 801Special Note Regarding Forward-Looking StatementsThis annual report on Form 10-K contains, and our officers and representatives may from time to time make, “forward-looking statements” within themeaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by wordssuch as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “will,” orthe negative of these terms, and similar references to future periods. Examples of forward-looking statements include, among others, statements we makeregarding:•our expectations as to our future financial performance, results of operations, or other operational results or metrics;•our expectations regarding the launch of new products or services;•the benefits that we expect will result from our business activities and certain transactions we have completed, such as product introductions,increased revenue, decreased expenses, and avoided expenses and expenditures;•our expectations of the effect on our financial condition of claims, litigation, contingent liabilities, and governmental investigations,proceedings, and regulations;•our strategies or expectations for product development, market position, financial results, and reserves; and•other expectations, beliefs, plans, strategies, anticipated developments, and other matters that are not historical facts.Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs,expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, andother future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes incircumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially fromthose indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that couldcause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, thefollowing:•challenges inherent in developing, manufacturing, and launching new products and services, including expanding manufacturing operationsand reliance on third-party suppliers for critical components;•the timing and mix of customer orders among our products and services;•the impact of recently launched or pre-announced products and services on existing products and services;•our ability to develop and commercialize our instruments and consumables, to deploy new products, services, and applications, and to expandthe markets for our technology platforms;•our ability to manufacture robust instrumentation and consumables;•our ability to identify and integrate acquired technologies, products, or businesses successfully;•our expectations and beliefs regarding prospects and growth for the business and its markets;•our expectations regarding the pending acquisition of Pacific Biosciences of California, Inc.;•the assumptions underlying our critical accounting policies and estimates;•our assessments and estimates that determine our effective tax rate;•our assessments and beliefs regarding the outcome of pending legal proceedings and any liability that we may incur as a result of thoseproceedings;•uncertainty, or adverse economic and business conditions, including as a result of slowing or uncertain economic growth in the United States orworldwide; and2•other factors detailed in our filings with the SEC, including the risks, uncertainties, and assumptions described in Item 1A “Risk Factors” below,or in information disclosed in public conference calls, the date and time of which are released beforehand.Any forward-looking statement made by us in this annual report on Form 10-K is based only on information currently available to us and speaks only asof the date on which it is made. We undertake no obligation, and do not intend, to publicly update any forward-looking statement, whether written or oral,that may be made from time to time, or to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of any currentfinancial quarter, in each case whether as a result of new information, future developments, or otherwise.Available InformationOur 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 ofcharge on our website, www.illumina.com. The information on our website is not incorporated by reference into this report. Such reports are made available assoon as reasonably practicable after filing with, or furnishing to, the SEC. The SEC also maintains an Internet site at www.sec.gov that contains reports, proxyand information statements, and other information regarding issuers that electronically file with the SEC. Copies of our annual report on Form 10-K will bemade available, free of charge, upon written request._______________________________________Illumina, 24sure, Assign, BaseSpace, BlueFish, BlueFuse, BlueGnome, Clarity LIMS, CSPro, DesignStudio, DRAGEN, Durascript, Edico Genome,Genetic Energy, GenomeStudio, Globin-Zero, Golden Gate, HiSeq, iSeq, iHope, Illumina Propel Certified, Infinium, iScan, iSelect, MiniSeq, MiSeq,MiSeqDx, NextBio, Nextera, NextSeq, NovaSeq, Powered by Illumina, Ribo-Zero, SeqMonitor, SureCell, TruGenome, TruSeq, TruSight, Verifi, Verinata,Verinata Health, VeriSeq, the pumpkin orange color, and the Genetic Energy streaming bases design are trademarks or registered trademarks of Illumina, Inc._______________________________________Unless the context requires otherwise, references in this annual report on Form 10-K to “Illumina,” the “Company,” “we,” “us,” and “our” refer toIllumina, Inc. and its subsidiaries.3PART IITEM 1. Business.OverviewWe are the global leader in sequencing- and array-based solutions for genetic and genomic analysis. Our products and services serve customers in awide range of markets, enabling the adoption of genomic solutions in research and clinical settings. We were incorporated in California in April 1998 andreincorporated in Delaware in July 2000. Our principal executive offices are located at 5200 Illumina Way, San Diego, California 92122. Our telephonenumber is (858) 202-4500.Our customers include leading genomic research centers, academic institutions, government laboratories, and hospitals, as well as pharmaceutical,biotechnology, commercial molecular diagnostic laboratories, and consumer genomics companies.Our portfolio of integrated sequencing and microarray systems, consumables, and analysis tools is designed to accelerate and simplify genetic analysis.This portfolio addresses the range of genomic complexity, price points, and throughput, enabling customers to select the best solution for their research orclinical application.We have also enabled, or invested in, early-stage companies that are pursuing promising genomics-related technologies. For example, GRAIL, Inc.(GRAIL), formed in 2016, was created to develop a blood test for early-stage cancer detection; and Helix Holdings I, LLC (Helix) was established in 2015 toenable individuals to explore their genetic information by providing sequencing and services for consumers through third-party partners.On November 1, 2018, we entered into an Agreement and Plan of Merger to acquire Pacific Biosciences of California, Inc. (PacBio) for an all-cash priceof approximately $1.2 billion (or $8.00 per share), subject to applicable regulatory approvals. We believe PacBio’s highly accurate long reads combined withour highly accurate and scalable short reads will provide researchers and clinicians with a more perfect view of the genome, enhancing their ability to makenovel discoveries and broaden clinical utility across a range of applications. The transaction is expected to close mid-2019. See note “3. Intangible Assets,Goodwill, and Acquisitions” in Part II, Item 8 of this report for further details regarding this acquisition.Genetics PrimerThe instruction set for all living cells is encoded in deoxyribonucleic acid, or DNA. The complete set of DNA for any organism is referred to as itsgenome. DNA contains small regions called genes, which comprise a string of nucleotide bases labeled A, C, G, and T, representing adenine, cytosine,guanine, and thymine, respectively. These nucleotide bases occur in a precise order known as the DNA sequence. When a gene is “expressed,” a copy of aportion of its DNA sequence called messenger RNA (mRNA) is used as a template to direct the synthesis of a particular protein. Proteins, in turn, direct allcellular function. The illustration below is a simplified gene expression schematic.Variations among organisms are due, in large part, to differences in their DNA sequences. Changes can result from insertions, deletions, inversions,translocations, or duplications of nucleotide bases. These changes may result in certain genes becoming overexpressed (excessive protein production),underexpressed (reduced protein production), or silenced altogether, sometimes triggering changes in cellular function. The most common form of variationin humans is called a single nucleotide4Table of Contentspolymorphism (SNP), which is a base change in a single position in a DNA sequence. Another type of variation, copy number variations (CNVs), occur whenthere are fewer or more copies of certain genes, segments of a gene, or stretches of DNA.In humans, genetic variation accounts for many of the physical differences we see (e.g., height, hair, eye color, etc.). Genetic variations also can havemedical consequences affecting disease susceptibility, including predisposition to complex genetic diseases such as cancer, diabetes, cardiovascular disease,and Alzheimer’s disease. They can affect individuals’ response to certain drug treatments, causing them to respond well, experience adverse side effects, ornot respond at all.Scientists are studying these variations and their consequences in humans, as well as in a broad range of animals, plants, and microorganisms. Suchresearch takes place in government, university, pharmaceutical, biotechnology, and agrigenomics laboratories around the world, where scientists expand ourknowledge of the biological functions essential for life. Beginning at the genetic level, our tools are used to elucidate the relationship between genesequence and biological processes. Researchers who investigate human and non-human genetic variation to understand the mechanisms of disease areenabling the development of more effective diagnostics and therapeutics. They also provide greater insight into genetic variation in plants (e.g., food andbiofuel crops) and animals (e.g., livestock and domestic), enabling improvements in crop yields and animal breeding programs.By empowering genetic analysis and facilitating a deeper understanding of genetic variation and function, our tools advance disease research, drugdevelopment, and the creation of molecular diagnostic tests. We believe that this will trigger a fundamental shift in the practice of medicine and health care,and that the increased emphasis on preventive and predictive molecular medicine will usher in the era of precision health care.Our Principal MarketsOur organization is structured to target the markets and customers outlined below.Life SciencesHistorically, our core business has been in the life sciences research market. This includes laboratories associated with universities, research centers, andgovernment institutions, along with biotechnology and pharmaceutical companies. Researchers at these institutions use our products and services for basicand translational research across a spectrum of scientific applications, including targeted, exome, and whole-genome sequencing; genetic variation; geneexpression; epigenetics; and metagenomics. Next-generation sequencing (NGS) technologies are being adopted due to their ability to cost-effectivelysequence large sample sizes quickly and accurately, generating vast amounts of high-quality data. Both private and public funding drive this research, alongwith global initiatives to characterize genetic variation.Our products also serve various applied markets including consumer genomics and agrigenomics. For example, in consumer genomics, our customersuse our technologies to provide personalized genetic data and analysis to individual consumers. In agrigenomics, government and corporate researchers useour products and services to explore the genetic and biological basis for productivity and nutritional constitution in crops and livestock. Researchers canidentify natural and novel genomic variation and deploy genome-wide marker-based applications to accelerate breeding and production of healthier andhigher-yielding crops and livestock.Clinical GenomicsWe are focused on enabling translational and clinical markets through the introduction of best-in-class sequencing technology. Further, we aredeveloping sample-to-answer solutions to catalyze adoption in the clinical setting, including in reproductive and genetic health and oncology. Inreproductive health, our primary focus is driving noninvasive prenatal testing (NIPT) adoption globally through our technology, which identifies fetalchromosomal abnormalities by analyzing cell-free DNA in maternal blood. Our NGS technology is also accelerating rare and undiagnosed disease research todiscover the genetic causes of inherited disorders by assessing many genes simultaneously. Using NGS can reduce costs compared to traditional methods ofdisease diagnosis, which are often expensive and inconclusive while requiring extensive testing.Cancer is a disease of the genome, and the goal of cancer genomics is to identify genomic changes that transform a normal cell into a cancerous one.Understanding these genomic changes will improve diagnostic accuracy, increase understanding of the prognosis, and enable oncologists to target therapiesto individuals. Customers in the translational and clinical oncology markets use our products to perform research that may help identify individuals who aregenetically predisposed to cancer and to identify molecular changes in a tumor. We believe that circulating tumor DNA (ctDNA) will become an importantclinical tool for managing oncology patients during all stages of tumor progression. Our technology is5Table of Contentsbeing used to research the implications of ctDNA in treatment determination, treatment monitoring, minimal residual disease, and asymptomatic screening.For example, we have invested in, and partnered with GRAIL, which we formed to develop a blood-based test for early-stage cancer detection that is enabledby our sequencing technology.Our Principal Products and TechnologiesOur unique technology platforms support the scale of experimentation necessary for population-scale studies, genome-wide discovery, target selection,and validation studies (see Figure 1 below). Customers use our products to analyze the genome at all levels of complexity, from targeted panels to whole-genome sequencing. A large and dynamic Illumina user community has published tens of thousands of customer-authored scientific papers using ourtechnologies. Through rapid innovation, we are changing the economics of genetic research, enabling projects that were previously considered impossible,and supporting clinical advances towards precision medicine.Most of our product sales consist of instruments and consumables, which include reagents, flow cells, and microarrays, based on our proprietarytechnologies. We also perform various services for our customers. For the fiscal years ended December 30, 2018, December 31, 2017, and January 1, 2017,instrument sales represented 17%, 19%, and 20%, respectively, of total revenue; consumable sales represented 65%, 64%, and 64%, respectively, of totalrevenue; and services represented 18%, 17%, and 15%, respectively, of total revenue.Figure 1: Illumina Platform Overview:SequencingDNA sequencing is the process of determining the order of nucleotide bases (A, C, G, or T) in a DNA sample. Our portfolio of sequencing platformsrepresents a family of systems that we believe set the standard for productivity, cost-effectiveness, and accuracy among NGS technologies. Customers use ourplatforms to perform whole-genome, de novo, exome and RNA sequencing, and targeted resequencing of specific gene regions and genes.Whole-genome sequencing determines the complete DNA sequence of an organism. In de novo sequencing, the goal is to sequence and assemble thegenome of that sample without using information from prior sequencing of that species. In targeted resequencing, a portion of the sequence of an organism iscompared to a standard or reference sequence from previously sequenced samples to identify genetic variation. Understanding the similarities and differencesin DNA sequence between and within species helps us understand the function of the structures encoded in the DNA.Our DNA sequencing technology is based on our proprietary reversible terminator-based sequencing chemistry, referred to as sequencing by synthesis(SBS) biochemistry. SBS tracks the addition of labeled nucleotides as the DNA chain is copied in a massively parallel fashion. Our SBS sequencingtechnology provides researchers with a broad range of applications and the ability to sequence even large mammalian genomes in a few days rather thanweeks or years.6Table of ContentsOur sequencing platforms can generate between 500 megabases (Mb) and 6.0 terabases (Tb) (equivalent to approximately 48 human genomes) ofgenomic data in a single run, depending on the instrument and application. There are different price points per gigabase (Gb) for each instrument, and fordifferent applications, which range from small-genome, amplicon, and targeted gene-panel sequencing to population-scale whole human genomesequencing. Since we launched our first sequencing system in 2007, our systems have reduced the cost of sequencing by a factor of more than 10,000. Inaddition, the sequencing time per Gb has dropped by a factor of approximately 12,000.Our BaseSpace Informatics Suite cloud platform plays a critical role in supporting our sequencing applications. BaseSpace Informatics Suite integratesdirectly with our sequencing instruments, allowing customers to manage their biological sample and sequencing runs, process and analyze the raw genomicdata, and derive meaningful results. It facilitates data sharing, provides data-storage solutions and streamlines analysis through a growing number ofapplications developed by us and the bioinformatics community.For the fiscal years ended December 30, 2018, December 31, 2017, and January 1, 2017, total sequencing revenue comprised 83%, 83%, and 84%,respectively, of total revenue.ArraysArrays are used for a broad range of DNA and RNA analysis applications, including SNP genotyping, CNV analysis, gene expression analysis, andmethylation analysis, and enable the detection of millions of known genetic markers on a single array. Arrays are the primary technology used in consumergenomics applications.Our BeadArray technology combines microscopic beads and a substrate in a proprietary manufacturing process to produce arrays that can perform manyassays simultaneously. This facilitates large-scale analysis of genetic variation and biological function in a unique, high-throughput, cost-effective, andflexible manner. Using our BeadArray technology, we achieve high-throughput analysis via a high density of test sites per array and the ability to formatarrays in various configurations. To serve the needs of multiple markets and market segments, we can vary the size, shape, and format of the substrate intowhich the beads self-assemble and create specific bead types for different applications. Our iScan System and our NextSeq 550 System can be used to imagearrays.For the fiscal years ended December 30, 2018, December 31, 2017, and January 1, 2017, total array revenue comprised 17%, 17%, and 16%,respectively, of total revenue.ConsumablesWe have developed various library preparation and sequencing kits to simplify workflows and accelerate analysis. Our sequencing applications includewhole-genome sequencing kits, which sequence entire genomes of any size and complexity, and targeted resequencing kits, which can sequence exomes,specific genes, RNA or other genomic regions of interest. Our sequencing kits maximize the ability of our customers to characterize the target genomeaccurately and are sold in various configurations, addressing a wide range of applications.Customers use our array-based genotyping consumables for a wide range of analyses, including diverse species, disease-related mutations, and geneticcharacteristics associated with cancer. Customers can select from a range of human, animal, and agriculturally relevant genome panels or create their owncustom arrays to investigate millions of genetic markers targeting any species.Our ServicesWe provide whole-genome sequencing, genotyping, NIPT, and product support services. Human whole-genome sequencing services are providedthrough our CLIA-certified, CAP-accredited laboratory. Using our services, customers can perform whole-genome sequencing projects and microarrayprojects (including large-scale genotyping studies and whole-genome association studies). We also provide NIPT services through our partner laboratoriesthat direct samples to us on a test send-out basis in our CLIA-certified, CAP-accredited laboratory. In addition, we also offer support services to customerswho have purchased our products.7Table of ContentsIntellectual PropertyWe have an extensive intellectual property portfolio. As of January 10, 2019, we owned or had exclusive licenses to 709 issued U.S. patents and 529pending U.S. patent applications, including 45 allowed applications that have not yet issued as patents. Our issued and pending patents cover various aspectsof our arrays, assays, oligo synthesis, sequencing technology, instruments, digital microfluidics, software, bioinformatics, and chemical-detectiontechnologies, and have terms that expire between 2019 and 2038. We continue to file new patent applications to protect the full range of our technologies.We have filed or have been granted counterparts for many of these patents and applications in foreign countries.We protect our trade secrets, know-how, copyrights, and trademarks. Our success depends in part on obtaining patent protection for our products andprocesses, preserving trade secrets, patents, copyrights and trademarks, operating without infringing the proprietary rights of third parties, and acquiringlicenses for technology or products. In addition, we invest in technological innovation, and we seek beneficial licensing opportunities to develop andmaintain our competitive position.We are party to various exclusive and nonexclusive license agreements and other arrangements with third parties that grant us rights to use key aspectsof our sequencing and array technologies, assay methods, chemical detection methods, reagent kits, and scanning equipment. Our exclusive licenses expirewith the termination of the underlying patents, which will occur between 2019 and 2032. We have additional nonexclusive license agreements with variousthird parties for other components of our products. In most cases, the agreements remain in effect over the term of the underlying patents, may be terminatedat our request without further obligation, and require that we pay customary royalties.Research and DevelopmentWe have historically made substantial investments in research and development. Our research and development efforts prioritize continuous innovationcoupled with product evolution.Research and development expense for the fiscal years ended December 30, 2018, December 31, 2017, and January 1, 2017 were $623 million, $546million, and $504 million, respectively. We expect research and development expense to increase during 2019 to support business growth and continuingexpansion in research and product-development efforts.Marketing and DistributionWe market and distribute our products directly to customers in North America, Europe, Latin America, and the Asia-Pacific region. In each of theseareas, dedicated sales, service, and application-support personnel are expanding and supporting their respective customer bases. In addition, we sell throughlife-science distributors in certain markets within Europe, the Asia-Pacific region, Latin America, the Middle East, and South Africa. We expect to continueincreasing our sales and distribution resources during 2019 and beyond as we launch new products and expand our potential customer base.ManufacturingWe manufacture sequencing and array platforms and reagent kits. In 2018, we continued to increase our manufacturing capacity to meet customerdemand. To address increasing product complexity and volume, we continue to automate manufacturing processes to accelerate throughput and improvequality and yield. We are committed to providing medical devices and related services that consistently meet customer and applicable regulatoryrequirements. We adhere to access and safety standards required by federal, state, and local health ordinances, such as standards for the use, handling, anddisposal of hazardous substances. Our key manufacturing and distribution facilities operate under a quality management system certified to ISO 13485.Raw MaterialsOur manufacturing operations require a wide variety of raw materials, electronic and mechanical components, chemical and biochemical materials, andother supplies. Multiple commercial sources provide many of our components and supplies, but there are some raw materials and components that we obtainfrom single-source suppliers. To manage potential risks arising from single-source suppliers, we believe that, if necessary, we could redesign our productsusing alternative components or for use with alternative reagents or develop an internal supply capability. In addition, while we attempt to keep ourinventory at minimal levels, we purchase incremental inventory as circumstances warrant to protect our supply chain. If the capabilities of our suppliers andcomponent manufacturers are limited or stopped, due to disasters, quality, regulatory, or other reasons, it could negatively impact our ability to manufactureour products. 8Table of ContentsCompetitionAlthough we believe that our products and services provide significant advantages over products and services currently available from other sources,we expect continued intense competition. Our competitors offer products and services for sequencing, SNP genotyping, gene expression, and moleculardiagnostics markets. They include companies such as Agilent Technologies, Inc., BGI, Oxford Nanopore Technologies Limited, QIAGEN N.V., RocheHolding AG., and Thermo Fisher Scientific, Inc., among others. Some of these companies have, or will have, substantially greater financial, technical,research, and other resources than we do, along with larger, more established marketing, sales, distribution, and service organizations. In addition, they mayhave greater name recognition than we do in the markets we address, and in some cases a larger installed base of systems. We expect new competitors toemerge and the intensity of competition to increase. To compete effectively, we must scale our organization and infrastructure appropriately and demonstratethat our products have superior throughput, cost, and accuracy.Segment and Geographic InformationWe have two reportable segments: Core Illumina and one segment related to the combined activities of our Consolidated VIEs. Our Consolidated VIEscurrently include only the operations of Helix, whereas prior to the deconsolidation of GRAIL on February 28, 2017, our Consolidated VIEs included thecombined operations of Helix and GRAIL.We currently sell our products to a number of customers outside the United States, including customers in other areas of North America, Latin America,Europe, and the Asia-Pacific region. Shipments to customers outside the United States totaled $1,554 million, or 47%, of total revenue, during fiscal 2018,compared to $1,241 million, or 45%, and $1,104 million, or 46%, in fiscal 2017 and 2016, respectively. We consider the U.S. dollar to be the functionalcurrency of our international operations due to the primary activities of our foreign subsidiaries. We expect that sales to international customers will continueto be an important and growing source of revenue. See note “1. Organization and Summary of Significant Accounting Policies” in Part II, Item 8 of this reportfor further information concerning our foreign and domestic operations.BacklogOur backlog was approximately $909 million and $935 million as of December 30, 2018 and December 31, 2017, respectively. Generally, our backlogconsists of orders believed to be firm as of the balance sheet date. However, we may allow customers to make product substitutions as we launch newproducts. The timing of shipments depends on several factors, including agreed upon shipping schedules, which may span multiple quarters, and whether theproduct is catalog or custom. We expect approximately 80% of our backlog as of December 30, 2018, to be shipped within the fiscal year endingDecember 29, 2019. Although we generally recognize revenue when control of our products and services is transferredto our customers, some customer contracts might require us to defer revenue recognition beyond the transfer of control.Environmental MattersWe are committed to the protection of our employees and the environment. Our operations require the use of hazardous materials that subject us tovarious federal, state, and local environmental and safety laws and regulations. We believe that we are in material compliance with current applicable lawsand regulations. However, we could be held liable for damages and fines should contamination of the environment or individual exposures to hazardoussubstances occur. In addition, we cannot predict how changes in these laws and regulations, or the development of new laws and regulations, will affect ourbusiness operations or the cost of compliance.Government RegulationAs we expand product lines to address the diagnosis of disease, regulation by governmental authorities in the United States and other countries willbecome an increasingly significant factor in development, testing, production, and marketing. Products that we develop in the molecular diagnostic markets,depending on their intended use, may be regulated as medical devices or in vitro diagnostic products (IVDs) by the FDA and comparable agencies in othercountries. In the United States, certain of our products may require FDA clearance following a pre-market notification process, also known as a 510(k)clearance, or premarket approval (PMA) from the FDA. The usually shorter 510(k) clearance process, which we used for the FDA-cleared assays that are run onour FDA-regulated MiSeqDx instrument, generally takes from three to six months after submission, but it can take significantly longer. The longer PMAprocess, which we used for our FDA-cleared RAS panel that is also run on our MiSeqDx instrument, is typically much more costly and uncertain. It can takefrom 9 to 18 months after a complete filing, but it can take significantly longer and requires conducting clinical studies that are generally more extensivethan those required for 510(k) clearance. All of the products that are currently regulated by the FDA as medical devices and9Table of ContentsIVDs are also subject to the FDA Quality System Regulation (QSR). Obtaining the requisite regulatory approvals, including the FDA quality systeminspections that are required for PMA approval, can be expensive and may involve considerable delay.In the U.S., we cannot be certain which of our planned molecular diagnostic products will be subject to the shorter 510(k) clearance process and, in fact,some of our products will need to go through the PMA process. The regulatory approval process for such products may be significantly delayed, may besignificantly more expensive than anticipated, and may conclude without such products being approved by the FDA. Without timely regulatory approval, wewill not be able to launch or successfully commercialize such products.Changes to the current regulatory framework, including the imposition of additional or new regulations, could arise at any time during the developmentor marketing of our products. This may negatively affect our ability to obtain or maintain FDA or comparable regulatory clearance or approval of ourproducts. In addition, regulatory agencies may introduce new requirements that may change the regulatory requirements for us or our customers, or both.If our products labeled as “For Research Use Only,” or RUO, are used, or could be used, for the diagnosis of disease, the regulatory requirements relatedto marketing, selling, and supporting such products could be uncertain. This is true even if such use by our customers occurs without our consent. If the FDAor other regulatory authorities assert that any of our RUO products are subject to regulatory clearance or approval, our business, financial condition, or resultsof operations could be adversely affected.Our products sold as medical devices or IVDs in Europe will be regulated under the In Vitro Diagnostics Directive (98/79/EC). A new regulation, the invitro Diagnostic Medical Devices Regulation (EU) 2017/746, the IVDR, has been released and will become fully enforceable in 2020. These regulationsinclude requirements for both presentation and review of performance data and quality-system requirements.Certain of our products are currently available through laboratories that are certified under the Clinical Laboratory Improvements Amendments (CLIA)of 1988. These products are commonly called “laboratory developed tests,” or LDTs. For a number of years, the FDA has exercised its regulatory enforcementdiscretion not to regulate LDTs as medical devices if created and used within a single laboratory. However, the FDA is reexamining this regulatory approachand changes to the agency’s handling of LDTs could impact our business in ways that cannot be predicted at this time. In October 2014, the FDA publishedtwo draft guidance documents suggesting an approach for registration and listing of laboratories and assays along with a framework for regulation of LDTs bythe FDA based on risk to patients rather than whether the LDTs were made by a conventional manufacturer or a single laboratory. The draft frameworkguidance includes pre-market review for higher-risk LDTs, including many used to guide treatment decisions, as well as companion diagnostics that haveentered the market as LDTs. The FDA has also issued a 2017 discussion paper on LDTs. We cannot predict the nature or extent of the FDA's final guidance orregulation of LDTs, in general, or with respect to our or our customers’ LDTs, in particular.Certification of CLIA laboratories includes standards in the areas of personnel qualifications, administration, and participation in proficiency testing,patient test management, and quality control procedures. CLIA also mandates that, for high complexity labs such as ours, to operate as a lab, we must have anaccreditation by an organization recognized by CLIA such as the College of Pathologists (CAP), which we have obtained and must maintain. If we were tolose our CLIA certification or CAP accreditation, our business, financial condition, or results of operations could be adversely affected. In addition, statelaboratory licensing and inspection requirements may also apply to our products, which, in some cases, are more stringent than CLIA requirements. EmployeesAs of December 30, 2018, we had more than 7,300 employees. We consider our employee relations to be positive. Our success will depend in large partupon our ability to attract and retain employees. We face competition in this regard from other companies, research and academic institutions, governmententities, and other organizations. In addition, we employ a number of temporary and contract employees.ITEM 1A.Risk Factors.Our business is subject to various risks, including those described below. In addition to the other information included in this report, the followingissues could adversely affect our operating results or our stock price.10Table of ContentsOur continued growth is dependent on continuously developing and commercializing new products.Our target markets are characterized by rapid technological change, evolving industry standards, changes in customer needs, existing and emergingcompetition, strong price competition, and frequent new product introductions. Accordingly, our continued growth depends on developing andcommercializing new products and services, including improving our existing products and services, in order to address evolving market requirements on atimely basis. If we fail to innovate or adequately invest in new technologies, our products and services will become dated, and we could lose our competitiveposition in the markets that we serve as customers purchase new products offered by our competitors. We believe that successfully introducing new productsand technologies on a timely basis provides a significant competitive advantage because customers invest time in selecting and learning to use a newproduct and may be reluctant to switch once that selection is made.To the extent that we fail to introduce new and innovative products, or such products are not accepted in the market or suffer significant delays indevelopment, we may lose market share to our competitors, which will be difficult or impossible to regain. An inability, for technological or other reasons, tosuccessfully develop and introduce new products on a timely basis could reduce our growth rate or otherwise have an adverse effect on our business. In thepast, we have experienced, and are likely to experience in the future, delays in the development and introduction of new products. There can be no assurancethat we will keep pace with the rapid rate of change in our markets or that our new products will adequately meet the requirements of the marketplace,achieve market acceptance, or compete successfully with competing technologies. Some of the factors affecting market acceptance of new products andservices include:•availability, quality, and price relative to competing products and services;•the functionality and performance of new and existing products and services;•the timing of introduction of new products or services relative to competing products and services;•scientists’ and customers’ opinions of the utility of new products or services;•citation of new products or services in published research;•regulatory trends and approvals; and•general trends in life sciences research and applied markets.We may also have to write off excess or obsolete inventory if sales of our products are not consistent with our expectations or the market requirementsfor our products change due to technical innovations in the marketplace. Our success depends upon the continued emergence and growth of markets for analysis of genetic variation and biological function, and continuedsubstantial increases in the use of sequencing as the cost of sequencing declines.Our products are designed for use in the life sciences, diagnostic, agricultural, pharmaceutical, and consumer genomics industries. The usefulness of ourtechnologies depends in part upon the availability of genetic data and its usefulness in clinical, research, and consumer applications. We are focusing onmarkets for analysis of genetic variation or biological function, namely sequencing, genotyping, and gene expression profiling. These markets are relativelynew and emerging, and they may not develop as quickly as we anticipate, or reach what we expect to be their full potential. Other methods of analysis ofgenetic variation and biological function may emerge and displace the methods we are developing. Also, researchers may not be able to successfully analyzeraw genetic data or be able to convert raw genetic data into valuable information. 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 providefunding 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 atimely manner, demand for our products may grow at a slower rate than we expect.The introduction of next-generation sequencing technologies, including ours, has reduced the cost of sequencing by a factor of more than 10,000 andreduced the sequencing time per Gb by a factor of approximately 12,000. Consequently, demand for sequencing-related products and services has increasedsubstantially as new applications are enabled and more sequencing is done in connection with existing applications. If, as we expect, the cost of sequencingcontinues to fall over time, we cannot be sure that the demand for related products and services will increase at least proportionately as new applications areenabled or more sequencing is done in connection with existing applications. In the future, if demand for our products and services due to lower sequencingcosts is less than we expect, our business, financial condition, and results of operations will be adversely affected.11Table of ContentsIf we do not successfully manage the development, manufacturing, and launch of new products or services, including product transitions, our financialresults could be adversely affected.We face risks associated with launching new products and pre-announcing products and services when the products or services have not been fullydeveloped or tested. In addition, we may experience difficulty in managing or forecasting customer reactions, purchasing decisions, transition requirementsor programs with respect to newly-launched products (or products in development), which could adversely affect sales of our existing products. If ourproducts and services are not able to deliver the performance or results expected by our target markets or are not delivered on a timely basis, our reputationand credibility may suffer. If we encounter development challenges or discover errors in our products late in our development cycle, we may delay theproduct launch date. The expenses or losses associated with unsuccessful product development or launch activities, or a lack of market acceptance of our newproducts, could adversely affect our business, financial condition, or results of operations.As we announce future products or integrate new products into our portfolio, such as new instruments or instrument platforms, we face numerous risksrelating to product transitions and the evolution of our product portfolio. We may be unable to accurately forecast new product demand and the impact ofnew products on the demand for current or established products. We may experience challenges relating to managing excess and obsolete inventories,managing new or higher product cost structures, and managing different sales and support requirements. Announcements of currently planned or other newproducts may cause customers to defer or stop purchasing our current or established products until new products become available. In addition, customersmay defer or stop purchasing our current or established products as they assess the features and technological characteristics of new products, as compared toour current or established products, before making a financial commitment. If customers elect to purchase newly-introduced products rather than establishedproducts, revenue recognition on such purchases may be delayed because the availability of newly-introduced products is generally constrained (comparedto established products) as we scale-up manufacturing, sales, and support requirements for newly-introduced products. Our failure to effectively manage theevolution of our product portfolio, including product transitions or introductions, could adversely affect our business, financial condition, or results ofoperations.We depend on third-party manufacturers and suppliers for some of our products, or sub-assemblies, components, and materials used in our products,and if shipments from these manufacturers or suppliers are delayed or interrupted, or if the quality of the products, components, or materials supplieddo not meet our requirements, we may not be able to launch, manufacture, or ship our products in a timely manner, or at all.The complex nature of our products requires customized, precision-manufactured sub-assemblies, components, and materials that currently are availablefrom a limited number of sources, and, in the case of some sub-assemblies, components, and materials, from only a single source. If deliveries from thesevendors are delayed or interrupted for any reason, or if we are otherwise unable to secure a sufficient supply, we may not be able to obtain these sub-assemblies, components, or materials on a timely basis or in sufficient quantities or at satisfactory qualities, or at all, in order 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, in whole or in part, ordevelop these capabilities internally, and there can be no assurance that we will be able to do this on a timely basis, in sufficient quantities, or oncommercially reasonable terms. In addition, the lead time needed to establish a relationship with a new supplier can be lengthy, and we may experiencedelays in meeting demand in the event we must switch to a new supplier. The time and effort required to qualify a new supplier could result in additionalcosts, diversion of resources, or reduced manufacturing yields, any of which would negatively impact our operating results. Accordingly, we may not be ableto establish or maintain reliable, high-volume manufacturing at commercially reasonable costs or at all. In addition, the manufacture or shipment of ourproducts may be delayed or interrupted if the quality of the products, sub-assemblies, components, or materials supplied by our vendors does not meet ourrequirements. Current or future social and environmental regulations or critical issues, such as those relating to the sourcing of conflict minerals from theDemocratic Republic of the Congo or the need to eliminate environmentally sensitive materials from our products, could restrict the supply of componentsand materials used in production or increase our costs. Any delay or interruption to our manufacturing process or in shipping our products could result in lostrevenue, which would adversely affect our business, financial condition, or results of operations.Our planned acquisition (the Acquisition) of Pacific Biosciences of California, Inc. (PacBio) may not occur in the expected time frame, which maynegatively affect the benefits we expect to obtain from the transaction and increase transaction costs, or may not occur at all.The Agreement and Plan of Merger (the Merger Agreement) for the Acquisition contains customary representations, warranties, indemnities and closingconditions, including the expiration or early termination of the waiting period under the12Table of ContentsHart-Scott Rodino Antitrust Improvements Act (the HSR Act), and receipt of any other required antitrust approvals in foreign jurisdictions. We have receiveda request for additional information and documentary material, often referred to as a “second request,” from the Federal Trade Commission (FTC) inconnection with the Merger Agreement. Consummation of the Acquisition is conditioned on expiration of the waiting period applicable under the HSR Act,among other conditions. The effect of the second request is to extend the waiting period under the HSR Act until 30 days after all parties to the MergerAgreement have substantially complied with the second request, unless the waiting period is terminated earlier by the FTC or the parties and the FTCvoluntarily extend the waiting period. The FTC and governmental authorities in foreign jurisdictions have broad discretion in administering governing lawsand regulations and may take into account various facts and circumstances in their consideration of the Acquisition, including other potential transactions inthe life sciences industry or other industries. These governmental authorities may initiate proceedings seeking to prevent, or otherwise seek to prevent, theAcquisition. We currently anticipate closing the Acquisition in mid-2019, assuming receipt of required antitrust approvals. If the Acquisition is notcompleted within the expected time frame, such delay could result in additional transaction costs, termination fees, loss of revenue or other effects associatedwith uncertainty about the Acquisition. A delay in the Acquisition could adversely affect our ability to obtain the benefits we expect from the Acquisitionand a failure to close the Acquisition would deny us those expected benefits entirely.We face intense competition, which could render our products obsolete, result in significant price reductions, or substantially limit the volume ofproducts that we sell.We compete with third-parties that design, manufacture, and market products for analysis of genetic variation and biological function and otherapplications using a wide range of technologies. In some cases, we compete for the resources our customers allocate for purchasing a wide range of productsused to analyze genetic variation and biological function, some of which are complementary or adjacent to our own but not directly competitive; in othercases, our products face direct competition as customers choose among products that are designed to address similar applications or needs. We anticipate thatwe will continue to face increased competition as existing companies develop new or improved products and as new companies enter the market with newtechnologies. One or more of our competitors may render one or more of our technologies obsolete or uneconomical. Some of our competitors have greaterfinancial and personnel resources, broader product lines, more focused product lines, a more established customer base, and more experience in research anddevelopment than we do. Furthermore, life sciences, clinical genomics, and pharmaceutical companies, which are our potential customers and strategicpartners, could also develop competing products. We believe that customers in our markets display a significant amount of loyalty to their initial supplier ofa particular product; therefore, it may be difficult to generate sales to potential customers who have purchased products from competitors. To the extent weare unable to be the first to develop or supply new products, our competitive position may suffer.The market for clinical and diagnostic products, in particular, is currently limited and highly competitive, with several large companies already havingsignificant market share, intellectual property portfolios, and regulatory expertise. For example, the market for noninvasive prenatal testing is rapidlydeveloping, and if our competitors are able to develop and commercialize products superior to or less expensive than ours, our business could be adverselyimpacted. Established clinical and diagnostic companies also have an installed base of instruments in several markets, including clinical and referencelaboratories, which could deter acceptance of our products. In addition, some of these companies have formed alliances with genomics companies thatprovide them access to genetic information that may be incorporated into their diagnostic tests, potentially creating a competitive advantage for them.If defects are discovered in our products, we may incur additional unforeseen costs, our products may be subject to recalls, customers may not purchaseour products, our reputation may suffer, and ultimately our sales and operating earnings could be negatively impacted.Our products incorporate complex, precision-manufactured mechanical parts, electrical components, optical components, and fluidics, as well ascomputer software, any of which may contain errors or failures, especially when first introduced. In the course of conducting our business, we mustadequately address quality issues associated with our products and services, including defects in our engineering, design, and manufacturing processes, aswell as defects in third-party components included in our products. In addition, new products or enhancements may contain undetected errors or performanceproblems that, despite testing, are discovered only after commercial shipment. Defects or errors in our products may discourage customers from purchasingour products. The costs incurred in correcting any defects or errors may be substantial and could adversely affect our operating margins. Identifying the rootcause of quality issues, particularly those affecting reagents and third-party components, may be difficult, which increases the time needed to address qualityissues as they arise, and increases the risk that similar problems could recur. Because our products are designed to be used to perform complex genomicanalysis, we expect that our customers will have an increased sensitivity to such defects. If we do not meet applicable regulatory or quality standards, ourproducts may be subject to recall, and, under certain circumstances, we may be required to notify13Table of Contentsapplicable regulatory authorities about a recall. If our products are subject to recall or shipment holds, our reputation, business, financial condition, or resultsof operations could be adversely affected.As we develop, market, or sell diagnostic tests, we may encounter delays in receipt, or limits in the amount, of reimbursement approvals and publichealth funding, which will impact our ability to grow revenues in the healthcare market.Physicians and patients may not order diagnostic tests that we develop, market, sell, or enable such as our prenatal tests, unless third-party payors, suchas managed care organizations as well as government payors such as Medicare and Medicaid and governmental payors outside of the United States, pay asubstantial portion of the test price. Third-party payors are often reluctant to reimburse healthcare providers for the use of medical tests that involve newtechnologies or provide novel diagnostic information. In addition, third-party payors are increasingly limiting reimbursement coverage for medicaldiagnostic products and, in many instances, are exerting pressure on diagnostic product suppliers to reduce their prices. Reimbursement by a payor maydepend on a number of factors, including a payor's determination that tests using our technologies are:•not experimental or investigational;•medically necessary;•appropriate for the specific patient;•cost-effective;•supported by peer-reviewed publications; and•included in clinical practice guidelines.Since each third-party payor often makes reimbursement decisions on an individual patient basis, obtaining such approvals is a time-consuming andcostly process that requires us to provide scientific and clinical data supporting the clinical benefits of each of our products. As a result, there can be noassurance that reimbursement approvals will be obtained. This process can delay the broad market introduction of new products, and could have a negativeeffect on our results of operations. As a result, third-party reimbursement may not be consistent or financially adequate to cover the cost of diagnosticproducts that we develop, market, or sell. This could limit our ability to sell our products or cause us to reduce prices, which would adversely affect ourresults of operations.Even if our tests are being reimbursed, third-party payors may withdraw their coverage policies, cancel their contracts with our customers at any time,review and adjust the rate of reimbursement, require co-payments from patients, or stop paying for our tests, which would reduce our revenues. In addition,insurers, including managed care organizations as well as government payors such as Medicare and Medicaid, have increased their efforts to control the cost,utilization, and delivery of healthcare services. These measures have resulted in reduced payment rates and decreased utilization for the clinical laboratoryindustry. Reductions in the reimbursement rate of payors may occur in the future. Reductions in the prices at which our tests are reimbursed could have anegative impact on our results of operations.Litigation, other proceedings, or third-party claims of intellectual property infringement could require us to spend significant time and money andcould prevent us from selling our products or services.Our success depends in part on our non-infringement of the patents or proprietary rights of third parties. Third parties have asserted and may in thefuture assert that we are employing their proprietary technology without authorization. As we enter new markets or introduce new products, we expect thatcompetitors will likely claim that our products infringe their intellectual property rights as part of a business strategy to impede our successful competition.In addition, third parties may have obtained and may in the future obtain patents allowing them to claim that the use of our technologies infringes thesepatents. We could incur substantial costs and divert the attention of our management and technical personnel in defending ourselves against any of theseclaims. Any adverse ruling or perception of an adverse ruling in defending ourselves against these claims could have an adverse impact on our stock price,which may be disproportionate to the actual impact of the ruling itself. Furthermore, parties making claims against us may be able to obtain injunctive orother relief, which effectively could block our ability to develop further, commercialize, or sell products or services, and could result in the award ofsubstantial damages against us. In the event of a successful infringement claim against us, we may be required to pay damages and obtain one or morelicenses from third parties or be prohibited from selling certain products or services. In addition, we may be unable to obtain these licenses at a reasonablecost, if at all. We could therefore incur substantial costs related to royalty payments for licenses obtained from third parties, which could negatively affect ourgross margins and earnings per share. In14Table of Contentsaddition, we could encounter delays in product introductions while we attempt to develop alternative methods or products. Defense of any lawsuit or failureto obtain any of these licenses on favorable terms could prevent us from commercializing products, and the prohibition of sale of any of our products orservices could adversely affect our ability to grow or maintain profitability.Reduction or delay in research and development budgets and government funding may adversely affect our revenue.The timing and amount of revenues from customers that rely on government and academic research funding may vary significantly due to factors thatcan be difficult to forecast, and there remains significant uncertainty concerning government and academic research funding worldwide. Funding for lifescience research has increased more slowly during the past several years compared to previous years and has declined in some countries. Government fundingof research and development is subject to the political process, which is inherently fluid and unpredictable. Other programs, such as defense, entitlementprograms, or general efforts to reduce budget deficits could be viewed by governments as a higher priority. These budgetary pressures may result in reducedallocations to government agencies that fund research and development activities, such as the U.S. National Institute of Health, or NIH. Past proposals toreduce budget deficits have included reduced NIH and other research and development allocations. Any shift away from the funding of life sciences researchand development or delays surrounding the approval of government budget proposals may cause our customers to delay or forego purchases of our products,which could adversely affect our business, financial condition, or results of operations.Our acquisitions expose us to risks that could adversely affect our business, and we may not achieve the anticipated benefits of acquisitions ofbusinesses or technologies.As part of our strategy to develop and identify new products, services, and technologies, we have made, and may continue to make, acquisitions oftechnologies, products, or businesses. Acquisitions involve numerous risks and operational, financial, and managerial challenges, including the following,any of which could adversely affect our business, financial condition, or results of operations:•difficulties in integrating new operations, technologies, products, and personnel;•lack of synergies or the inability to realize expected synergies and cost-savings;•difficulties in managing geographically dispersed operations;•underperformance of any acquired technology, product, or business relative to our expectations and the price we paid;•negative near-term impacts on financial results after an acquisition, including acquisition-related earnings charges;•the potential loss of key employees, customers, and strategic partners of acquired companies;•claims by terminated employees and shareholders of acquired companies or other third parties related to the transaction;•the issuance of dilutive securities, assumption or incurrence of additional debt obligations or expenses, or use of substantial portions of ourcash;•diversion of management’s attention and company resources from existing operations of the business;•inconsistencies in standards, controls, procedures, and policies;•the impairment of intangible assets as a result of technological advancements, or worse-than-expected performance of acquired companies; and•assumption of, or exposure to, known or unknown contingent liabilities or liabilities that are difficult to identify or accurately quantify.In addition, the successful integration of acquired businesses requires significant efforts and expense across all operational areas, including sales andmarketing, research and development, manufacturing, finance, legal, and information technologies. There can be no assurance that any of the acquisitions wemake will be successful or will be, or will remain, profitable. Our failure to successfully address the above risks may prevent us from achieving the anticipatedbenefits from any acquisition in a reasonable time frame, or at all.15Table of ContentsIf we are unable to increase our manufacturing or service capacity and develop and maintain operation of our manufacturing or service capability, wemay not be able to launch or support our products or services in a timely manner, or at all.We continue to increase our manufacturing and service capacity to meet the anticipated demand for our products. Although we have significantlyincreased our manufacturing and service capacity and we believe we have plans in place sufficient to ensure we have adequate capacity to meet our currentbusiness plans, there are uncertainties inherent in expanding our manufacturing and service capabilities, and we may not be able to sufficiently increase ourcapacity in a timely manner. For example, manufacturing and product quality issues may arise as we increase production rates at our manufacturing facilitiesand launch new products. Also, we may not manufacture the right product mix to meet customer demand, especially as we introduce new products. As aresult, we may experience difficulties in meeting customer, collaborator, and internal demand, in which case we could lose customers or be required to delaynew product introductions, and demand for our products could decline. Additionally, in the past, we have experienced variations in manufacturingconditions and quality control issues that have temporarily reduced or suspended production of certain products. Due to the intricate nature of manufacturingcomplex instruments, consumables, and products that contain DNA and enzymes, we may encounter similar or previously unknown manufacturingdifficulties in the future that could significantly reduce production yields, impact our ability to launch or sell these products (or to produce themeconomically), or prevent us from achieving expected performance levels, any of which could adversely affect our business, financial condition, or results ofoperations.An interruption in our ability to manufacture our products or an inability to obtain key components or raw materials due to a catastrophic disaster orinfrastructure could adversely affect our business.We currently manufacture in a limited number of locations. Our manufacturing facilities are located in San Diego and the San Francisco Bay Area inCalifornia; Madison, Wisconsin; and Singapore. These areas are subject to natural disasters such as earthquakes, wildfires, or floods. If a natural disaster wereto damage one of our facilities significantly or if other events were to cause our operations to fail, we may be unable to manufacture our products, provide ourservices, or develop new products. In addition, if the capabilities of our suppliers and component manufacturers are limited or stopped, due to disasters,quality, regulatory, or other reasons, it could negatively impact our ability to manufacture our products.Many of our manufacturing processes are automated and are controlled by our custom-designed laboratory information management system (LIMS).Additionally, the decoding process in our array manufacturing requires significant network and storage infrastructure. If either our LIMS system or ournetworks or storage infrastructure were to fail for an extended period of time, our ability to manufacture our products on a timely basis could be adverselyimpacted and we could be prevented from achieving our expected shipments in any given period.If we lose our key personnel or are unable to attract and retain additional personnel, we may be unable to achieve our goals.Our future success depends upon the continuing services of members of our senior management team and scientific and engineering personnel. The lossof their services could adversely impact our ability to achieve our business objectives. In addition, the continued growth of our business depends on ourability to hire additional qualified personnel with expertise in molecular biology, chemistry, biological information processing, software, engineering, sales,marketing, and technical support. We compete for qualified management and scientific personnel with other life science and technology companies,universities, and research institutions. Competition for these individuals, particularly in the San Diego and San Francisco areas, is intense, and the turnoverrate can be high. Moreover, changes in immigration policies, laws and regulations in the United States or other jurisdictions may make it more difficult for usto hire and retain members of management and scientific and engineering personnel. Failure to attract and retain management and scientific and engineeringpersonnel could prevent us from pursuing collaborations or developing our products or technologies. Additionally, integration of acquired companies andbusinesses can be disruptive, causing key employees of the acquired business to leave. Further, we use share-based compensation, including restricted stockunits and performance stock units, to attract key personnel, incentivize them to remain with us, and align their interests with ours by building long-termstockholder value. If our stock price decreases, the value of these equity awards decreases and, therefore, reduces a key employee’s incentive to stay.Any inability to effectively protect our proprietary technologies could harm our competitive position.The proprietary positions of companies developing tools for the life sciences, genomics, forensics, agricultural, and pharmaceutical industries,including our proprietary position, generally are uncertain and involve complex legal and factual questions. Our success depends to a large extent on ourability to develop proprietary products and technologies and to obtain16Table of Contentspatents and maintain adequate protection of our intellectual property in the United States and other countries. The laws of some foreign countries do notprotect proprietary rights to the same extent as the laws of the United States, and many companies have encountered significant challenges in establishingand enforcing their proprietary rights outside of the United States. These challenges can be caused by the absence of rules and methods for the establishmentand enforcement of intellectual property rights outside of the United States.We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies are coveredby valid and enforceable patents or are effectively maintained as trade secrets. Any finding that our patents or applications are unenforceable could harm ourability to prevent others from practicing the related technology, and a finding that others have inventorship or ownership rights to our patents andapplications could require us to obtain certain rights to practice related technologies, which may not be available on favorable terms, if at all. Furthermore, asissued patents expire, we may lose some competitive advantage as others develop competing products, and, as a result, we may lose revenue.In addition, our existing patents and any future patents we obtain may not be sufficiently broad to prevent others from practicing our technologies orfrom developing competing products and may therefore fail to provide us with any competitive advantage. We may need to initiate lawsuits to protect orenforce 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 propertyrights and reduce our ability to compete in the marketplace. Furthermore, these lawsuits may divert the attention of our management and technical personnel.There is also the risk that others may independently develop similar or alternative technologies or design around our patented technologies. In that regard,certain patent applications in the United States may be maintained in secrecy until the patents issue, and publication of discoveries in the scientific or patentliterature tend to lag behind actual discoveries by several months.We also rely upon trade secrets and proprietary know-how protection for our confidential and proprietary information, and we have taken securitymeasures to protect this information. These measures, however, may not provide adequate protection for our trade secrets, know-how, or other confidentialinformation.Our strategic investments and joint ventures may result in losses.We periodically make strategic investments in various public and private companies with businesses or technologies that may complement ourbusiness. In addition, we periodically form companies, such as Helix, that remain consolidated within our financial statements but receive substantial fundingfrom third-party investors who are granted certain control and governance rights. The market values of these strategic investments may fluctuate due tomarket conditions and other conditions over which we have no control. Declines in the market price and valuations of the securities that we hold in othercompanies would require us to record losses related to our investment. This could result in future charges to our earnings. It is uncertain whether or not wewill realize any long-term benefits associated with these strategic investments.Security breaches, including with respect to cyber-security, and other disruptions could compromise our information, products, and services, disrupt ouroperations, and expose us to liability, which could cause our business and reputation to suffer.In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information (and thatof our customers), and personally identifiable information of our customers and employees, in our data centers and on our networks. The secure maintenanceof this information is important to our operations and business strategy. Despite our security measures, our information technology and infrastructure may bevulnerable to cyber-attacks by hackers or breached due to employee error, malfeasance, or other disruptions.As a leader in the field of genetic analysis, we may face cyber-attacks that attempt to penetrate our network security, including our data centers;sabotage or otherwise disable our research, products, and services, including instruments at our customers’ sites; misappropriate our or our customers' andpartners' proprietary information, which may include personally identifiable information; or cause interruptions of our internal operations, systems andservices. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost, or stolen. Any suchaccess, disruption, disclosure, or other loss of information could result in an adverse impact on our business, legal claims or proceedings, liability under lawsthat protect the privacy of personal information, and damage to our reputation.17Table of ContentsOur products, if used for the diagnosis of disease, could be subject to government regulation, and the regulatory approval and maintenance process forsuch products may be expensive, time-consuming, and uncertain both in timing and in outcome.Our products are not subject to FDA clearance or approval if they are not intended to be used for the diagnosis, treatment or prevention of disease.However, as we expand our product line to encompass products that are intended to be used for the diagnosis of disease, such as our FDA-regulated MiSeqDx,certain of our products will become subject to regulation by the FDA, or comparable international agencies, including requirements for regulatory clearanceor approval of such products before they can be marketed. Such regulatory approval processes or clearances may be expensive, time-consuming, anduncertain, and our failure to obtain or comply with such approvals and clearances could have an adverse effect on our business, financial condition, oroperating results. In addition, changes to the current regulatory framework, including the imposition of additional or new regulations, could arise at any timeduring the development or marketing of our products, which may negatively affect our ability to obtain or maintain FDA or comparable regulatory approvalof our products, if required.Diagnostic products are regulated as medical devices by the FDA and comparable international agencies and may require either clearance from the FDAfollowing the 510(k) pre-market notification process or pre-market approval from the FDA, in each case prior to marketing. Obtaining the requisite regulatoryapprovals can be expensive and may involve considerable delay. If we fail to obtain, or experience significant delays in obtaining, regulatory approvals fordiagnostic products that we develop, we may not be able to launch or successfully commercialize such products in a timely manner, or at all.In addition, if our products labeled as “For Research Use Only. Not for use in diagnostic procedures,” or RUO, are used, or could be used, for thediagnosis of disease, the regulatory requirements related to marketing, selling, and supporting such products could change or be uncertain, even if such useby our customers is without our consent. If the FDA or other regulatory authorities assert that any of our RUO products are subject to regulatory clearance orapproval, our business, financial condition, or results of operations could be adversely affected.If the FDA requires in the future that any of our LDT products be subject to regulatory clearance or approval, our business, financial condition, orresults of operations could be adversely affected.Certain of our diagnostic products are currently available through laboratories that are certified under the Clinical Laboratory ImprovementsAmendments (CLIA) of 1988. These products are commonly called “laboratory developed tests,” or LDTs. For a number of years, the FDA has exercised itsregulatory enforcement discretion not to regulate LDTs as medical devices if created and used within a single laboratory. However, the FDA has beenreconsidering its enforcement discretion policy and has commented that regulation of LDTs may be warranted because of the growth in the volume andcomplexity of testing services utilizing LDTs. In October 2014, the FDA published two draft guidance documents suggesting an approach for registration andlisting of laboratories and assays along with a framework for regulation of LDTs by the FDA based on risk to patients rather than whether the LDTs were madeby a conventional manufacturer or a single laboratory. The draft framework guidance includes pre-market review for higher-risk LDTs, including many usedto guide treatment decisions, as well as companion diagnostics that have entered the market as LDTs. We cannot predict the nature or extent of the FDA'sfinal guidance or regulation of LDTs, in general, or with respect to our LDTs, in particular. If the FDA requires in the future that LDT products are subject toregulatory clearance or approval, our business, financial condition, or results of operations could be adversely affected.If product or service liability lawsuits are successfully brought against us, we may face reduced demand for our products and incur significantliabilities.Our products and services are used for sensitive applications, and we face an inherent risk of exposure to product or service liability claims if ourproducts or services are alleged to have caused harm, resulted in false negatives or false positives, or do not perform in accordance with specifications.Product liability claims filed against us or against third parties to whom we may have an obligation could be costly and time-consuming to defend and resultin substantial damages or reputational risk. We cannot be certain that we would be able to successfully defend any product or service liability lawsuitbrought against us. Regardless of merit or eventual outcome, product or service liability claims may result in:•decreased demand for our products;•injury to our reputation;•increased product liability insurance costs;18Table of Contents•costs of related litigation; and•substantial monetary awards to plaintiffs.Although we carry product and service liability insurance, if we become the subject of a successful product or service liability lawsuit, our insurancemay not cover all substantial liabilities, which could have an adverse effect on our business, financial condition, or results of operations.Doing business internationally, especially in emerging markets, creates operational risk for our business.Conducting and launching operations on an international scale requires close coordination of activities across multiple jurisdictions and consumessignificant management resources. If we fail to coordinate and manage these activities effectively, including the risks noted below, our business, financialcondition, or results of operations could be adversely affected. We have sales offices located internationally throughout Europe, the Asia-Pacific region, andBrazil, as well as manufacturing and research facilities in Singapore and the United Kingdom. Shipments to customers outside the United States comprised47%, 45%, and 46% of our total revenue for fiscal years 2018, 2017, and 2016, respectively.We are subject to the following risks and challenges associated with conducting business in foreign jurisdictions, particularly emerging internationalmarkets, where we expect a growing proportion of our business to be located:•longer payment cycles and difficulties in collecting accounts receivable outside of the United States;•longer sales cycles due to the volume of transactions taking place through public tenders;•challenges in staffing and managing foreign operations;•tariffs and other trade barriers;•lack of consistency, and unexpected changes, in legislative or regulatory requirements of foreign countries into which we sell our products;•increased risk of governmental and regulatory scrutiny and investigations;•the burden of complying with a wide variety of foreign laws, regulations, and legal standards;•operating in locations with a higher incidence of corruption and fraudulent business practices;•import and export requirements, tariffs, taxes, and other trade barriers;•weak or no protection of intellectual property rights;•possible enactment of laws regarding the management of and access to data and public networks and websites;•possible future limitations on foreign-owned businesses;•significant taxes; and•other factors beyond our control, including political, social and economic instability, and security concerns in general.Additionally, we must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act,and other local laws prohibiting corrupt payments to governmental officials, anti-competition regulations and sanctions imposed by the U.S. Office ofForeign Assets Control and other similar laws and regulations. Violations of these laws and regulations could result in fines and penalties, criminal sanctions,restrictions on our business conduct and on our ability to offer our products in one or more countries, and could also materially affect our brand, our ability toattract and retain employees, our international operations, our business and our operating results. Although we have implemented policies and proceduresdesigned to ensure compliance with these laws and regulations, there can be no assurance that our employees, contractors, or agents will not violate ourpolicies.As we continue to expand our business into multiple international markets, our success will depend, in large part, on our ability to anticipate andeffectively manage these and other risks associated with our international operations. Any of these19Table of Contentsrisks could harm our international operations and negatively impact our sales, adversely affecting our business, results of operations, financial condition andgrowth prospects.We are exposed to risks associated with transactions denominated in foreign currency.During 2018, a significant portion of our international sales were denominated in foreign currencies while the majority of our purchases of raw materialswere denominated in U.S. dollars. Changes in the value of the relevant currencies may affect the cost of certain items required in our operations. Changes incurrency exchange rates may also affect the relative prices at which we are able to sell products in the same market. Our revenues from international customersmay be negatively impacted as increases in the U.S. dollar relative to our international customers local currency could make our products more expensive,impacting our ability to compete. Our costs of materials from international suppliers may increase if, in order to continue doing business with us, they raisetheir prices as the value of the U.S. dollar decreases relative to their local currency. Foreign policies and actions regarding currency valuation could result inactions by the United States and other countries to offset the effects of such fluctuations. Recent global financial conditions have led to a high level ofvolatility in foreign currency exchange rates and that level of volatility may continue, which could adversely affect our business, financial condition, orresults of operations.Significant developments stemming from the U.S. administration or the U.K.’s referendum on membership in the EU could have an adverse effect on us.The U.S. administration has called for substantial changes to trade agreements and is imposing significant increases on tariffs on goods imported intothe United States. Changes in U.S. or foreign political, regulatory and economic conditions or laws and policies governing foreign trade, manufacturing, anddevelopment and investment in the territories and countries where we or our customers operate could adversely affect our operating results and our business.The prospect of such changes has already affected, and may continue to affect, the timing of customer purchases.Additionally, on June 23, 2016, the United Kingdom held a referendum and voted in favor of leaving the European Union, or EU. This referendum hascreated political and economic uncertainty, particularly in the United Kingdom and the EU, and this uncertainty may last for years. Our business could beaffected during this period of uncertainty, and perhaps longer, by the impact of the United Kingdom’s referendum. In addition, our business could benegatively affected by new trade agreements between the United Kingdom and other countries, including the United States, and by the possible imposition oftrade or other regulatory barriers in the United Kingdom. These possible negative impacts, and others resulting from the United Kingdom’s actual orthreatened withdrawal from the EU, may adversely affect our operating results and our customers’ businesses.We are subject to risks related to taxation in multiple jurisdictions.We are subject to income taxes in both the United States and numerous foreign jurisdictions. Significant judgments based on interpretations of existingtax laws or regulations are required in determining the provision for income taxes. Our effective income tax rate could be adversely affected by variousfactors, including, but not limited to, changes in the mix of earnings in tax jurisdictions with different statutory tax rates, changes in the valuation of deferredtax assets and liabilities, changes in existing tax policies, laws, regulations, or rates, changes in the level of non-deductible expenses (including share-basedcompensation), location of operations, changes in our future levels of research and development spending, mergers and acquisitions, or the result ofexaminations by various tax authorities. Although we believe our tax estimates are reasonable, if the U.S. Internal Revenue Service or other taxing authoritydisagrees with the positions taken on our tax returns, we could have additional tax liability, including interest and penalties. If material, payment of suchadditional amounts upon final adjudication of any disputes could have a material impact on our results of operations and financial position.20Table of ContentsOur operating results may vary significantly from period to period, and we may not be able to sustain operating profitability.Our revenue is subject to fluctuations due to the timing of sales of high-value products and services, the effects of new product launches and relatedpromotions, the timing and availability of our customers’ funding, the impact of seasonal spending patterns, the timing and size of research projects ourcustomers perform, changes in overall spending levels in the life sciences industry, 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 inrevenue resulting in the potential for a sequential decline in quarterly revenue. While we anticipate future growth, there is some uncertainty as to the timingof revenue recognition on a quarterly basis. This is because a substantial portion of our quarterly revenue is typically recognized in the last month of aquarter and because the pattern for revenue generation during that month is normally not linear, with a concentration of orders in the final weeks of thequarter. In light of that, our manufacturing and shipping operations may experience increased pressure and demand during the time period shortly before theend of a fiscal quarter; delays related to our manufacturing and shipping operations during this time period could delay the recognition of revenue.A large portion of our expenses are relatively fixed, including expenses for facilities, equipment, and personnel. To meet the anticipated growth in ourbusiness, we may incur fixed expenses, such as costs related to facility expansions, before we generate revenue sufficient to fully support such expenses. Inaddition, we expect operating expenses to continue to increase in absolute dollars to support our anticipated growth. Accordingly, our ability to sustainprofitability will depend in part on the rate of growth, if any, of our revenue and on the level of our expenses, and if revenue does not grow as anticipated, wemay not be able to maintain annual or quarterly profitability. Any significant delays in the commercial launch of our products, unfavorable sales trends in ourexisting product lines, or impacts from the other factors mentioned above, could adversely affect our future revenue growth or cause a sequential decline inquarterly revenue. In addition, non-cash share-based compensation expense and expenses related to prior and future acquisitions are also likely to continueto adversely affect our future profitability. Due to the possibility of significant fluctuations in our revenue and expenses, particularly from quarter to quarter,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 notmeet the expectations of stock market analysts and investors, our stock price could decline.From time to time, we receive large orders that have a significant effect on our operating results in the period in which the order is recognized asrevenue. The timing of such orders is difficult to predict, and the timing of revenue recognition from such orders may affect period-to-period changes in netsales. As a result, our operating results could vary materially from quarter-to-quarter based on the receipt of such orders and their ultimate recognition asrevenue.We may not be able to convert our order backlog into revenue.Our backlog consists of orders believed to be firm as of the balance sheet date. However, we may allow customers to make product substitutions as welaunch new products. We may not receive revenue from some of these orders, and the order backlog we report may not be indicative of our future revenue.Many events can cause an order to be delayed or not completed at all, some of which may be out of our control. If we delay fulfilling customer orders, or ifcustomers reconsider their orders, those customers may seek to cancel or modify their orders with us. Customers may otherwise seek to cancel or delay theirorders even if we are prepared to fulfill them. If our orders in backlog do not result in sales, our operating results may suffer.Disruption of critical information technology systems or material breaches in the security of our systems could have an adverse effect on our operations,business, customer relations, and financial condition.Information technology (IT) systems help us operate efficiently, interface with customers, maintain financial accuracy and efficiency, and accuratelyproduce our consolidated financial statements. IT systems are used extensively in virtually all aspects of our business, including product manufacturing andsupply chain, sales forecast, order fulfillment and billing, customer service, logistics, and management of financial reports and data. Our success depends, inpart, on the continued and uninterrupted performance of our IT systems. IT systems may be vulnerable to damage from a variety of sources, includingtelecommunications or network failures, power loss, natural disasters, human acts, terrorist attacks, computer viruses, computer denial-of-service attacks,unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems. Certain of our systems are not redundant,and our disaster recovery planning is not sufficient for every eventuality. Despite any precautions we may take, such problems could result in, among otherconsequences, disruption of our operations, which could harm our reputation and financial results.21Table of ContentsIf we do not allocate and effectively manage the resources necessary to build and sustain the proper IT infrastructure, we could be subject to transactionerrors, processing inefficiencies, the loss of customers, business disruptions, or the loss of or damage to intellectual property through security breach. If ourdata management systems do not effectively collect, store, process, and report relevant data for the operation of our business, whether due to equipmentmalfunction or constraints, software deficiencies, or human error, our ability to effectively plan, forecast, and execute our business plan and comply withapplicable laws and regulations will be impaired. Any such impairment could adversely affect our reputation, financial condition, results of operations, cashflows, and the timeliness with which we report our internal and external operating results.As we continuously adjust our work-flow and business practices and add additional functionality to our enterprise resource planning software and othersoftware applications, problems could arise that we have not foreseen, including interruptions in service, loss of data, or reduced functionality. Such problemscould adversely impact our ability to provide quotes, take customer orders, and otherwise run our business in a timely manner. In addition, if our new systemsfail to provide accurate and increased visibility into pricing and cost structures, it may be difficult to improve or maximize our profit margins. As a result, ourresults of operations and cash flows could be adversely affected.Changes in accounting standards and subjective assumptions, estimates, and judgments by management related to complex accounting matters couldsignificantly affect our financial results or financial condition.Generally accepted accounting principles and related accounting pronouncements, implementation guidelines, and interpretations with regard to a widerange of matters that are relevant to our business, such as revenue recognition, asset impairment and fair value determinations, inventories, businesscombinations and intangible asset valuations, and litigation, are highly complex and involve many subjective assumptions, estimates, and judgments. Inparticular, accounting rules related to companies that we form together with, or that receive substantial funding from, third-party investors, such as Helix, arehighly complex and involve many subjective assumptions, estimates, and judgments. Changes in these rules or their interpretation or changes in underlyingassumptions, estimates, or judgments could significantly change our reported or expected financial performance or financial condition.Ethical, legal, and social concerns related to the use of genetic information could reduce demand for our products or services.Our products may be used to provide genetic information about humans, agricultural crops, other food sources, and other living organisms. Theinformation obtained from our products could be used in a variety of applications, which may have underlying ethical, legal, and social concerns regardingprivacy and the appropriate uses of the resulting information, including preimplantation genetic screening of embryos, prenatal genetic testing, geneticengineering or modification of agricultural products, or testing genetic predisposition for certain medical conditions, particularly for those that have noknown cure. Governmental authorities could, for social or other purposes, call for limits on or regulation of the use of genetic testing or prohibit testing forgenetic predisposition to certain conditions, particularly for those that have no known cure. Similarly, such concerns may lead individuals to refuse to usegenetics tests, even if permissible. These and other ethical, legal, and social concerns about genetic testing may limit market acceptance of our technology forcertain applications or reduce the potential markets for our technology, either of which could have an adverse effect on our business, financial condition, orresults of operations.Conversion of our outstanding convertible notes may result in losses.As of December 30, 2018, we had $633 million aggregate principal amount of convertible notes due 2019, $517 million aggregate principal amount ofconvertible notes due 2021, and $750 million aggregate principle amount of convertible notes due 2023 outstanding. The notes are convertible into cash,and if applicable, shares of our common stock under certain circumstances, including trading price conditions related to our common stock. Uponconversion, we are required to record a gain or loss for the difference between the fair value of the notes to be extinguished and their corresponding netcarrying value. The fair value of the notes to be extinguished depends on our current incremental borrowing rate. The net carrying value of our notes has animplicit interest rate of 2.9% with respect to convertible notes due 2019, 3.5% with respect to convertible notes due 2021, and 3.7% with respect toconvertible notes due 2023. If our incremental borrowing rate at the time of conversion is lower than the implied interest rate of the notes, we will record aloss in our consolidated statement of income during the period in which the notes are converted.22Table of ContentsOur Certificate of Incorporation and Bylaws include anti-takeover provisions that may make it difficult for another company to acquire control of us orlimit the price investors might be willing to pay for our stock.Certain provisions of our Certificate of Incorporation and Bylaws could delay the removal of incumbent directors and could make it more difficult tosuccessfully complete a merger, tender offer, or proxy contest involving us. Our Certificate of Incorporation has provisions that give our Board the ability toissue preferred stock and determine the rights and designations of the preferred stock at any time without stockholder approval. The rights of the holders ofour common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. Theissuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect ofmaking it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding voting stock. In addition,the staggered terms of our board of directors could have the effect of delaying or deferring a change in control.In addition, certain provisions of the Delaware General Corporation Law (DGCL), including Section 203 of the DGCL, may have the effect of delayingor preventing changes in the control or management of Illumina. Section 203 of the DGCL provides, with certain exceptions, for waiting periods applicableto business combinations with stockholders owning at least 15% and less than 85% of the voting stock (exclusive of stock held by directors, officers, andemployee plans) of a company.The above factors may have the effect of deterring hostile takeovers or otherwise delaying or preventing changes in the control or management ofIllumina, including transactions in which our stockholders might otherwise receive a premium over the fair market value of our common stock.ITEM 1B.Unresolved Staff Comments.None.ITEM 2.Properties.The following table summarizes the facilities we leased as of December 30, 2018, including the location and size of each principal facility, and theirdesignated use. We believe our facilities are adequate for our current and near-term needs, and we will be able to locate additional facilities, as needed.Location ApproximateSquare Feet Operation LeaseExpiration DatesSan Diego, CA 1,195,000 R&D, Manufacturing, Warehouse, Distribution, and Administrative 2019 – 2031San Francisco Bay Area, CA 501,000 R&D, Manufacturing, Warehouse, and Administrative 2020 – 2033Singapore 395,000 R&D, Manufacturing, Warehouse, Distribution, and Administrative 2020 – 2025Cambridge, United Kingdom 263,000 R&D, Manufacturing, and Administrative 2019 – 2039Madison, WI 205,000 R&D, Manufacturing, Warehouse, Distribution, and Administrative 2019 – 2033Eindhoven, the Netherlands 42,000 Distribution and Administrative 2020Other* 86,000 Administrative 2019 – 2023________________*Excludes approximately 48,000 square feet for which the leases do not commence until 2019 and beyond.ITEM 3.Legal Proceedings.See discussion of legal proceedings in note “7. Legal Proceedings” in Part II, Item 8 of this report, which is incorporated by reference herein.ITEM 4.Mine Safety Disclosures.Not applicable.23Table of ContentsPART IIITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Market InformationOur common stock has been quoted on The NASDAQ Global Select Market under the symbol “ILMN” since July 28, 2000. Prior to that time, there wasno public market for our common stock. The following table sets forth, for the fiscal periods indicated, the quarterly high and low sales prices per share of ourcommon stock as reported on The NASDAQ Global Select Market. 2018 2017 High Low High LowFirst Quarter$256.64 $207.51 $174.32 $128.16Second Quarter$293.15 $225.82 $189.48 $167.16Third Quarter$372.61 $274.66 $214.34 $167.98Fourth Quarter$371.91 $271.00 $230.72 $198.21Stock Performance GraphThe graph below compares the cumulative total stockholder returns on our common stock for the last five fiscal years with the cumulative totalstockholder returns on the NASDAQ Composite Index, the NASDAQ Biotechnology Index, and the S&P 500 Index for the same period. The graph assumesthat $100 was invested on December 29, 2013 in our common stock and in each index and that all dividends were reinvested. No cash dividends have beendeclared on our common stock. Stockholder returns over the indicated period should not be considered indicative of future stockholder returns.Compare 5-Year Cumulative Total Return among Illumina, NASDAQ Composite Index,NASDAQ Biotechnology Index, and S&P 500 Index24Table of ContentsHoldersAs of February 8, 2019, we had 147 record holders of our common stock.DividendsWe have never paid cash dividends and have no present intention to pay cash dividends in the foreseeable future. The indentures for our convertiblesenior notes due in 2019, 2021 and 2023, which are convertible into cash and, in certain circumstances, shares of our common stock, require us to increasethe conversion rate applicable to the notes if we pay any cash dividends.Purchases of Equity Securities by the IssuerOn May 4, 2017, our Board of Directors authorized a share repurchase program to repurchase $250 million of outstanding common stock. On May 1,2018, our Board of Directors authorized an additional share repurchase program to repurchase $150 million of outstanding common stock. The repurchasesmay be completed under a 10b5-1 plan or at management’s discretion. The following table summarizes shares repurchased pursuant to these programs duringthe three months ended December 30, 2018 (in thousands, except for price per share):Period Total Numberof SharesPurchased (1) Average PricePaid per Share Total Number ofShares Purchased asPart of PubliclyAnnounced Programs Approximate DollarValue of Sharesthat May Yet BePurchased Underthe ProgramsOctober 1, 2018 - October 28, 2018— $— — $147,270October 29, 2018 - November 25, 2018164 $310.45 164 $96,280November 26, 2018 - December 30, 2018147 $319.52 147 $49,420Total311 $314.73 311 $49,420___________(1) All shares purchased during the three months ended December 30, 2018 were made in open-market transactions.Sales of Unregistered SecuritiesNone during the fiscal quarter ended December 30, 2018.25Table of ContentsITEM 6.Selected Financial Data.The following table sets forth selected historical consolidated financial data for each of our last five fiscal years during the period ended December 30,2018. This information should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this report.Statement of Income Data Years Ended December 30, 2018(52 weeks) December 31, 2017(52 weeks) January 1, 2017 (52weeks) January 3, 2016 (53weeks) December 28, 2014(52 weeks) (In millions, except per share data) Total revenue$3,333 $2,752 $2,398 $2,220 $1,861Income from operations$883 $606 $587 $613 $515Consolidated net income$782 $678 $428 $458 $353Net income attributable to Illuminastockholders$826 $726 $463 $462 $353Net income attributable to Illuminastockholders for earnings per share$826 $725 $454 $462 $353Earnings per share attributable to Illumina stockholders:Basic$5.63 $4.96 $3.09 $3.19 $2.61Diluted$5.56 $4.92 $3.07 $3.10 $2.37Shares used in computing earnings per share: Basic147 146 147 145 136Diluted149 148 148 149 149Certain amounts may not recalculate using the rounded amounts provided.Balance Sheet Data December 30, 2018 December 31, 2017 January 1, 2017 January 3, 2016 December 28, 2014 (In millions)Cash, cash equivalents and short-terminvestments$3,512 $2,145 $1,559 $1,386 $1,338Total assets$6,959 $5,257 $4,281 $3,688 $3,340Short-term debt$1,107 $10 $2 $75 $304Long-term debt$890 $1,182 $1,056 $1,016 $987Redeemable noncontrolling interests$61 $220 $44 $33 —Total stockholders’ equity$3,845 $2,749 $2,270 $1,849 $1,463ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) will help readers understand our results ofoperations, financial condition, and cash flow. It is provided in addition to the accompanying consolidated financial statements and notes. This MD&A isorganized as follows:•Business Overview and Outlook. High level discussion of our operating results and significant known trends that affect our business. •Results of Operations. Detailed discussion of our revenues and expenses. •Liquidity and Capital Resources. Discussion of key aspects of our consolidated statements of cash flows, changes in our financial position, andour financial commitments.26Table of Contents •Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements. •Contractual Obligations. Tabular disclosure of known contractual obligations as of December 30, 2018. •Critical Accounting Policies and Estimates. Discussion of significant changes we believe are important to understanding the assumptions andjudgments underlying our consolidated financial statements.•Recent Accounting Pronouncements. Summary of recent accounting pronouncements applicable to our consolidated financial statements.This MD&A discussion contains forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-LookingStatements” preceding Item 1 of this report for additional factors relating to such statements. See “Risk Factors” in Item 1A of this report for a discussion ofcertain risk factors applicable to our business, financial condition, and results of operations. Operating results are not necessarily indicative of results thatmay occur in future periods.Business Overview and OutlookThis overview and outlook provides a high-level discussion of our operating results and significant known trends that affect our business. We believethat an understanding of these trends is important to understanding our financial results for the periods being reported herein as well as our future financialperformance. This summary is not intended to be exhaustive, nor is it intended to be a substitute for the detailed discussion and analysis provided elsewherein this report.About IlluminaWe have two reportable segments: Illumina’s core operations (Core Illumina) and one segment related to the activities of our Consolidated VIEs. OurConsolidated VIEs currently include only the operations of Helix, whereas prior to the GRAIL deconsolidation on February 28, 2017, our Consolidated VIEsincluded the combined operations of Helix and GRAIL. For information on Helix and GRAIL, refer to note “2. Balance Sheet Account Details” and note “10.Segment Information and Geographic Data” in Part II, Item 8 of this report.Our focus on innovation has established us as the global leader in DNA sequencing and array-based technologies, serving customers in the research,clinical and applied markets. Our products are used for applications in the life sciences, oncology, reproductive health, agriculture and other emergingsegments.Our customers include a broad range of academic, government, pharmaceutical, biotechnology, and other leading institutions around the globe.Our comprehensive line of products addresses the scale of experimentation and breadth of functional analysis to advance disease research, drugdevelopment, and the development of molecular tests. This portfolio of leading-edge sequencing and array-based solutions addresses a range of genomiccomplexity and throughput, enabling researchers and clinical practitioners to select the best solution for their scientific challenge.On November 1, 2018, we entered into an Agreement and Plan of Merger to acquire Pacific Biosciences of California, Inc. (PacBio) for an all-cash priceof approximately $1.2 billion (or $8.00 per share), subject to applicable regulatory approvals. We believe PacBio’s highly accurate long reads combined withour highly accurate and scalable short reads will provide researchers and clinicians with a more perfect view of the genome, enhancing their ability to makenovel discoveries and broaden clinical utility across a range of applications. The transaction is expected to close mid-2019. See note “3. Intangible Assets,Goodwill, and Acquisitions” in Part II, Item 8 of this report for further details regarding this acquisition.Financial OverviewConsolidated financial highlights include the following: •Revenue increased 21% in 2018 to $3.3 billion compared to $2.8 billion in 2017 due to the growth in sales of our consumables, services, andinstruments, primarily driven by increases in sequencing. We expect our revenue to continue to increase in 2019.27Table of Contents•Gross profit as a percentage of revenue (gross margin) was 69.0% in 2018 compared to 66.4% in 2017. The gross margin increase was primarilydriven by an increase in consumables as a percentage of total revenue, which generate higher gross margins, and the impairment of an acquiredintangible asset and inventory reserves related to product transitions that were recorded in 2017. Our gross margin in future periods will dependon several factors, including: market conditions that may impact our pricing; sales mix changes among consumables, instruments, and services;product mix changes between established products and new products; excess and obsolete inventories; royalties; our cost structure formanufacturing operations relative to volume; and product support obligations.•Income from operations as a percentage of revenue increased to 26.5% in 2018 compared to 22.0% in 2017 primarily due to increased revenue,improved gross margins, and a decrease in operating expenses as a percentage of revenue. We expect our operating expenses to continue togrow on an absolute basis.•Our effective tax rate was 12.5% and 35.0% in 2018 and 2017, respectively. In 2018, the U.S. federal statutory rate was reduced from 35% to21%. In 2018, the variance from the U.S. federal statutory rate of 21% was primarily impacted by the mix of earnings in jurisdictions with lowerstatutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the United Kingdom, and excess tax benefits related to share-based compensation, offset partially by the tax expense associated with updating prior year estimates of the impact of U.S. Tax Reform.Our future effective tax rate may vary from the U.S. federal statutory tax rate due to the mix of earnings in tax jurisdictions with differentstatutory tax rates and the other factors discussed in the risk factor “We are subject to risks related to taxation in multiple jurisdictions” in Part IItem 1A “Risk Factors” of this report. We may also be adversely impacted in the future if the tax court opinion regarding the exclusion of stockcompensation from cost-sharing charges is overturned. We anticipate that our future effective tax rate will remain lower than the U.S. federalstatutory tax rate of 21% due to the portion of our earnings that will be subject to lower statutory tax rates.•We ended 2018 with cash, cash equivalents, and short-term investments totaling $3.5 billion, of which approximately $487 million was held byour foreign subsidiaries. 28Table of ContentsResults of OperationsTo enhance comparability, the following table sets forth audited consolidated statement of operations data for the years ended December 30, 2018,December 31, 2017, and January 1, 2017, stated as a percentage of total revenue. 2018 2017 2016Revenue: Product revenue82.5 % 83.2 % 84.7 %Service and other revenue17.5 16.8 15.3Total revenue100.0 100.0 100.0Cost of revenue: Cost of product revenue22.1 24.7 22.3Cost of service and other revenue7.8 7.6 6.4Amortization of acquired intangible assets1.1 1.3 1.8Total cost of revenue31.0 33.6 30.5Gross profit69.0 66.4 69.5Operating expense: Research and development18.7 19.8 21.0Selling, general and administrative23.8 24.6 24.4Legal contingencies— — (0.4)Total operating expense42.5 44.4 45.0Income from operations26.5 22.0 24.5Other income (expense): Interest income1.3 0.7 0.4Interest expense(1.7) (1.3) (1.4)Other income (expense), net0.7 16.5 (0.1)Total other income (expense), net0.3 15.9 (1.1)Income before income taxes26.8 37.9 23.4Provision for income taxes3.3 13.3 5.6Consolidated net income23.5 24.6 17.8Add: Net loss attributable to noncontrolling interests1.3 1.8 1.5Net income attributable to Illumina stockholders24.8 % 26.4 % 19.3 %Percentages may not recalculate due to rounding.Our fiscal year is the 52 or 53 weeks ending the Sunday closest to December 31, with quarters of 13 or 14 weeks ending the Sunday closest to March 31,June 30, September 30, and December 31. Fiscal years 2018, 2017, and 2016 were all 52 weeks.Revenue 2018 - 2017 2017 - 2016 (Dollars in millions)2018 2017 Change % Change 2016 Change % ChangeConsumables$2,156 $1,753 $403 23% $1,543 $210 14%Instruments569 515 54 10 469 46 10Other product24 21 3 14 20 1 5Total product revenue2,749 2,289 460 20 2,032 257 13Service and other revenue584 463 121 26 366 97 27Total revenue$3,333 $2,752 $581 21% $2,398 $354 15%29Table of ContentsOther product revenue consists primarily of freight. Service and other revenue consists primarily of sequencing and genotyping service revenue as wellas instrument service contract revenue. Total revenue primarily relates to Core Illumina for all periods presented.2018 Compared to 2017The increase in consumables revenue in 2018 was primarily due to a $338 million increase in sequencing consumables revenue driven primarily bygrowth in the instrument installed base. Instruments revenue increased in 2018 primarily due to a $48 million increase in sequencing instruments revenuedriven by increased shipments of our NovaSeq and NextSeq instruments, partially offset by fewer shipments of our HiSeq instrument. Service and otherrevenue increased in 2018 as a result of increased revenue from sequencing services, co-development agreements, and genotyping services.2017 Compared to 2016The increase in consumables revenue in 2017 was primarily due to a $197 million increase in sequencing consumables revenue driven by growth in thesequencing instrument installed base. Instruments revenue increased in 2017 primarily due to a $34 million increase in sequencing instruments revenue dueto shipments of our NovaSeq instrument introduced in Q1 2017, partially offset by lower shipments of our HiSeq and HiSeq X instruments. The increase inservice and other revenue in 2017 was driven by revenue from genotyping services and extended instrument service contracts associated with a largersequencing installed base.Gross Margin 2018 - 2017 2017 - 2016 (Dollars in millions)2018 2017 Change % Change 2016 Change % ChangeGross profit$2,300 $1,826 $474 26% $1,666 $160 10%Gross margin69.0% 66.4% 69.5% 2018 Compared to 2017The gross margin increase in 2018 was driven primarily by an increase in consumables as a percentage of total revenue, which generate higher grossmargins, and an $18 million impairment of an acquired intangible asset and inventory reserves related to product transitions that were recorded in 2017.2017 Compared to 2016The gross margin decrease in 2017 was driven by a variety of factors, including an $18 million impairment of an acquired intangible asset, an increasein lower-margin array services mix, inventory reserves related to product transitions, and lower instrument margin from the NovaSeq introduction.Operating Expense 2018 - 2017 2017 - 2016 (Dollars in millions)2018 2017 Change % Change 2016 Change % ChangeResearch and development$623 $546 $77 14% $504 $42 8 %Selling, general andadministrative794 674 120 18 584 90 15Legal contingencies— — — — (9) 9 (100)Total operating expense$1,417 $1,220 $197 16% $1,079 $141 13 % 2018 Compared to 2017Core Illumina R&D expense increased by $78 million, or 15%, primarily due to increased headcount, as we continue to invest in the research anddevelopment of new products and enhancements to existing products, and an increase in performance-based compensation. R&D expense of ourConsolidated VIEs decreased by $1 million, primarily due to the deconsolidation of GRAIL in Q1 2017, partially offset by the growth in Helix’s operations.30Table of ContentsCore Illumina SG&A expense increased by $125 million, or 20%, primarily due to increased headcount and investments in facilities to support thecontinued growth and scale of our operations, and an increase in performance-based compensation. SG&A expense of our Consolidated VIEs decreased by $5million primarily due to the deconsolidation of GRAIL in Q1 2017, partially offset by the growth of Helix's operations. 2017 Compared to 2016Core Illumina R&D expense increased by $58 million, or 13%, primarily due to increased headcount as we continue to invest in the research anddevelopment of new products and enhancements to existing products. R&D expense of our Consolidated VIEs decreased by $16 million, primarily due tothe deconsolidation of GRAIL in Q1 2017, partially offset by growth in Helix’s operations.Core Illumina SG&A expense increased by $73 million, or 13%, primarily due to increased headcount and facilities investments to support thecontinued growth and scale of our operations. SG&A expense of our Consolidated VIEs increased by $17 million due to marketing expenses related toHelix’s July 2017 platform launch and increased headcount, as well as performance-based compensation related to the GRAIL Series B financing. Theseresults were partially offset by the deconsolidation of GRAIL in Q1 2017.Legal contingencies in 2016 represented a reversal of previously recorded expense related to the settlement of patent litigation.Other Income (Expense), Net 2018 - 2017 2017 - 2016 (Dollars in millions)2018 2017 Change % Change 2016 Change % ChangeInterest income$44 $19 $25 132 % $10 $9 90 %Interest expense(57) (37) (20) 54 (33) (4) 12Other income (expense), net24 455 (431) (95) (3) 458 (15,267)Total other income(expense), net$11 $437 $(426) (97)% $(26) $463 (1,781)%Other income (expense), net primarily relates to Core Illumina for all periods presented.2018 Compared to 2017Interest income increased in 2018 compared to 2017 as a result of higher yields on our investments and higher cash and cash-equivalent balances.Interest expense consisted primarily of accretion of discount on our convertible senior notes and interest recorded on our financing obligations related to ourbuild-to-suit properties. Other income (expense), net, in 2018, consisted primarily of mark-to-market adjustments and impairments from our strategicinvestments. Other income (expense), net decreased in 2018 primarily due to a $453 million gain recorded on the deconsolidation of GRAIL in Q1 2017.2017 Compared to 2016Interest income increased in 2017 compared to 2016 as a result of higher yields on our investments and higher savings and money market balances.Interest expense consisted primarily of accretion of discount on our convertible senior notes. Other income (expense), net increased in 2017 compared to2016 primarily due to a $453 million gain recorded on the deconsolidation of GRAIL in Q1 2017 and an increase in net foreign exchange gains.31Table of ContentsProvision for Income Taxes 2018 - 2017 2017 - 2016 (Dollars in millions)2018 2017 Change % Change 2016 Change % ChangeIncome before income taxes$894 $1,043 $(149) (14)% $561 $482 86%Provision for income taxes112 365 (253) (69) 133 232 174Consolidated net income$782 $678 $104 15 % $428 $250 58%Effective tax rate12.5% 35.0% 23.7% 2018 Compared to 2017In 2018, the U.S. federal statutory rate was reduced from 35% to 21%. In 2018, the variance from the U.S. federal statutory rate of 21% was primarilyimpacted by the mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the UnitedKingdom, and excess tax benefits related to share-based compensation, offset partially by the $11 million tax expense associated with updating prior yearestimates of the impact of U.S. Tax Reform. In 2017, the effective tax rate was primarily impacted by the mix of earnings in jurisdictions with lower statutoryrates from the U.S. federal statutory rate, such as in Singapore and the United Kingdom, and excess tax benefits related to share-based compensation. Suchimpacts were offset primarily by the provisional estimated impact of U.S. Tax Reform of $150 million. The impact of U.S. Tax Reform primarily representedour provisional estimate of the one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and the impact ofrevaluing our U.S. deferred tax assets and liabilities based on the statutory rates at which they are expected to be recognized in the future, which for federalpurposes was reduced from 35% to 21%.2017 Compared to 2016In 2017, the effective tax rate was equivalent to the U.S. federal statutory tax rate of 35% and was primarily impacted by the mix of earnings injurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the United Kingdom, and excess tax benefitsrelated to share-based compensation. Such impacts were offset primarily by the provisional estimated impact of U.S. Tax Reform of $150 million. The impactof U.S. Tax Reform primarily represented our provisional estimates of the one-time transition tax on earnings of certain foreign subsidiaries that werepreviously tax deferred, and the impact of revaluing our U.S. deferred tax assets and liabilities based on the statutory rates at which they are expected to berecognized in the future, which for federal purposes was reduced from 35% to 21%. In 2016, the variance from the U.S. federal statutory tax rate of 35% wasprimarily attributable to the mix of earnings in jurisdictions with lower statutory rates from the U.S. federal statutory rate, such as in Singapore and the UnitedKingdom, partially offset by the tax impact associated with the investment in our consolidated variable interest entities.Liquidity and Capital ResourcesAt December 30, 2018, we had approximately $1.1 billion in cash and cash equivalents, of which approximately $487 million was held by our foreignsubsidiaries. Cash and cash equivalents held by Helix as of December 30, 2018 were $24 million. Cash and cash equivalents decreased by $81 million fromlast year due to the factors described in the “Cash Flow Summary” below. Our primary source of liquidity, other than our holdings of cash, cash equivalents,and investments, has been cash flows from operations and, from time to time, issuances of debt. Our ability to generate cash from operations provides us withthe financial flexibility we need to meet operating, investing, and financing needs. It is our intention to indefinitely reinvest the historical earnings of ourforeign subsidiaries generated prior to 2017. As of December 30, 2018, we asserted that $63 million of foreign earnings would not be indefinitely reinvested.Historically, we have liquidated our short-term investments and/or issued debt and equity securities to finance our business needs as a supplement tocash provided by operating activities. As of December 30, 2018, we had $2.4 billion in short-term investments, including $103 million held by Helix. Ourshort-term investments are predominantly comprised of marketable securities consisting of U.S government-sponsored entities, corporate debt securities, andU.S. Treasury securities.In August 2018, we issued convertible senior notes due 2023 (2023 Notes) with an aggregate principal amount of $750 million. The net proceeds fromthe issuance, after deducting the offering expenses payable by us, were $735 million. We used a portion of the net proceeds to repurchase $103 million of ourcommon stock concurrently with the offering. The 2023 Notes mature on August 15, 2023 and were not convertible as of December 30, 2018. 32Table of ContentsOur convertible senior notes due in 2019 and 2021 became convertible, at the option of the holders, on October 1, 2018 and continued to beconvertible through December 31, 2018. However, effective January 1, 2019, these convertible senior notes were no longer convertible. Regardless, the notesdue in 2019 become convertible at any time on or after March 15, 2019 until June 13, 2019 and mature on June 15, 2019. It is our intent and policy to settleconversions of the notes through combination settlement; this involves repayment of an amount of cash equal to the principal amount and delivery of theexcess of conversion value over the principal amount in shares of common stock.We anticipate that our current cash, cash equivalents, and short-term investments, together with cash provided by operating activities, are sufficient tofund our near-term capital and operating needs for at least the next 12 months, including the pending acquisition of PacBio for a price of approximately $1.2billion in cash, as described above. Operating needs include the planned costs to operate our business, including amounts required to fund working capitaland capital expenditures. Our primary short-term needs for capital, which are subject to change, include:•support of commercialization efforts related to our current and future products, including expansion of our direct sales force and field supportresources both in the United States and abroad;•acquisitions of equipment and other fixed assets for use in our current and future manufacturing and research and development facilities;•the continued advancement of research and development efforts;•potential strategic acquisitions and investments;•repayment of debt obligations;•the expansion needs of our facilities, including costs of leasing and building out additional facilities; and•repurchases of our outstanding common stock. Authorizations to repurchase $49 million of our common stock remained available as of December 30, 2018. On February 6, 2019, our Board ofDirectors authorized a new share repurchase program, which supersedes all prior and available repurchase authorizations, to repurchase $550 million ofoutstanding common stock. The repurchases may be completed under a 10b5-1 plan or at management’s discretion.Certain noncontrolling Helix investors may require Illumina to redeem certain noncontrolling interests in cash at the then approximate redemption fairmarket value. Such redemption right is exercisable at the option of certain noncontrolling interest holders after January 1, 2021, provided that a bona fidepursuit of the sale of Helix has occurred and an initial public offering of Helix has not been completed. The fair value of the redeemable noncontrollinginterests related to Helix as of December 30, 2018 was $61 million.We had $69 million remaining in our capital commitment to a venture capital investment fund as of December 30, 2018.We expect that our revenue and the resulting operating income, as well as the status of each of our new product development programs, willsignificantly impact our cash management decisions.Our future capital requirements and the adequacy of our available funds will depend on many factors, including:•our ability to successfully commercialize and further develop our technologies and create innovative products in our markets;•scientific progress in our research and development programs and the magnitude of those programs;•competing technological and market developments; and•the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our productand service offerings.33Table of ContentsCash Flow Summary(In millions)2018 2017 2016Net cash provided by operating activities$1,142 $875 $779Net cash used in investing activities(1,813) (214) (515)Net cash provided by (used in) financing activities594 (176) (296)Effect of exchange rate changes on cash and cash equivalents(4) 5 (2)Net (decrease) increase in cash and cash equivalents$(81) $490 $(34)Operating ActivitiesNet cash provided by operating activities in 2018 primarily consisted of net income of $782 million plus net adjustments of $378 million, partiallyoffset by net changes in operating assets and liabilities of $18 million. The primary non-cash adjustments to net income included share-based compensationof $193 million, depreciation and amortization expenses of $179 million, accretion of debt discount of $41 million, partially offset by deferred income taxesof $18 million. Cash flow impact from changes in net operating assets and liabilities were primarily driven by increases in accounts receivable and inventory,partially offset by increases in accrued liabilities and accounts payable.Net cash provided by operating activities in 2017 primarily consisted of net income of $678 million and net changes in net operating assets andliabilities of $195 million. We also had $2 million in net non-cash adjustments to net income, consisting of a gain on deconsolidation of GRAIL of $453million, depreciation and amortization expenses of $156 million, share-based compensation of $164 million, deferred income taxes of $81 million,impairment of intangible assets of $23 million, and accretion of debt discount of $30 million. Cash flow impact from changes in net operating assets andliabilities were primarily driven by an increase in other long-term liabilities of $160 million related primarily to estimated taxes associated with the U.S. TaxReform as well as increases in accrued liabilities, partially offset by increases in inventory and accounts receivable.Net cash provided by operating activities in 2016 consisted of net income of $428 million plus net adjustments of $396 million partially offset by netchanges in net operating assets and liabilities of $45 million. The primary non-cash expenses added back to net income included depreciation andamortization expenses of $141 million, share-based compensation of $129 million, deferred income taxes of $94 million, and accretion of debt discount of$30 million. Cash flow impact from changes in net operating assets and liabilities were primarily driven by an increase in inventory and a decrease in accruedliabilities. Investing ActivitiesNet cash used in investing activities totaled $1,813 million in 2018. We purchased $2,859 million of available-for-sale securities and $1,457 million ofour available-for-sale securities matured or were sold during the period. We paid net cash of $100 million for acquisitions and $15 million for strategicinvestments. We also invested $296 million in capital expenditures, primarily associated with our investment in facilities.Net cash used in investing activities totaled $214 million in 2017. We purchased $742 million of available-for-sale securities and $643 million of ouravailable-for-sale securities matured or were sold during the period. We received $278 million from the sale of a portion of our ownership interest in GRAIL.In connection with the sale, we removed $52 million in cash from our consolidated balance sheet as a result of the deconsolidation. We paid $29 million forstrategic investments and invested $310 million in capital expenditures primarily associated with our investment in facilities.Net cash used in investing activities totaled $515 million in 2016. We purchased $895 million of available-for-sale securities and $683 million of ouravailable-for-sale securities matured or were sold during the period. We also paid net cash of $18 million for acquisitions, $14 million for strategicinvestments, $11 million for intangibles, and invested $260 million in capital expenditures primarily associated with facilities, and the purchase ofmanufacturing, research and development equipment.34Table of ContentsFinancing ActivitiesNet cash provided by financing activities totaled $594 million in 2018. We received $735 million in proceeds from the issuance of $750 million inprincipal amount of our convertible senior notes due 2023, net of issuance costs. We also received $46 million in proceeds from the issuance of commonstock through the exercise of stock options and the sale of shares under our employee stock purchase plan. We used $201 million to repurchase our commonstock and $74 million to pay taxes related to net share settlement of equity awards. Contributions from noncontrolling interest owners were $92 million.Additionally, $4 million was used by Helix to repay financing obligations.Net cash used in financing activities totaled $176 million in 2017. We used $251 million to repurchase our common stock and $68 million to pay taxesrelated to net share settlement of equity awards. We received $71 million in proceeds from the issuance of common stock through the exercise of stockoptions and the sale of shares under our employee stock purchase plan. Contributions from noncontrolling interest owners were $79 million. Additionally, $9million was used by Helix to repay financing obligations.Net cash used in financing activities totaled $296 million in 2016. We used $100 million to pay taxes related to net share settlement of equity awards,$29 million to pay acquisition-related contingent consideration and $249 million to repurchase our common stock. We used $66 million to repay financingobligations and received $47 million in proceeds from the issuance of common stock through the exercise of stock options and the sale of shares under ouremployee stock purchase plan. Contributions from noncontrolling interest owners were $89 million.Off-Balance Sheet ArrangementsWe do not participate in any transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities oftenreferred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangementsor other contractually narrow or limited purposes. During the fiscal year ended December 30, 2018, we were not involved in any “off-balance sheetarrangements” within the meaning of the rules of the Securities and Exchange Commission.Contractual ObligationsContractual obligations represent future cash commitments and liabilities under agreements with third parties and exclude orders for goods and servicesentered into in the normal course of business that are not enforceable or legally binding. The following table represents our contractual obligations as ofDecember 30, 2018, aggregated by type (in millions): Payments Due by Period(1) Less Than More ThanContractual Obligation Total 1 Year 1 – 3 Years 3 – 5 Years 5 YearsDebt obligations(2) $1,910 $636 $524 $750 $—Operating leases 745 59 125 122 439Build-to-suit leases 283 18 42 44 179Purchase obligations(3) 113 93 20 — —U.S. Tax Reform transition tax(4) 108 — 14 55 39Amounts due under executive deferred compensation plan 33 33 — — —Total $3,192 $839 $725 $971 $657_______________________________________(1)The table excludes $88 million of uncertain tax positions, $61 million of redeemable noncontrolling interest, $69 million of capital commitments forour venture capital investment fund, and the approximately $1.2 billion purchase price for the pending acquisition of PacBio, as the timing andamounts of settlement remained uncertain as of December 30, 2018. See note “8. Income Taxes,” note “2. Balance Sheet Account Details,” and note “3.Intangible Assets, Goodwill, and Acquisitions” in Part II, Item 8 of this report for additional information.(2)Debt obligations include the principal amount of our convertible senior notes due 2019, 2021, and 2023, as well as interest payments to be madeunder the notes. Although these notes mature in 2019, 2021, and 2023, respectively, they may be converted into cash and shares of our common stockprior to maturity if certain conditions are met. Any35Table of Contentsconversion prior to maturity can result in repayments of the principal amounts sooner than the scheduled repayments as indicated in the table. See note“5. Debt and Other Commitments” in Part II, Item 8 of this report for further discussion.(3)In the normal course of business, we enter into agreements to purchase goods or services that are not cancelable without penalty, primarily related tolicensing and supply arrangements. See note “5. Debt and Other Commitments” in Part II, Item 8 of this report for further discussion.(4)U.S. Tax Reform transition tax includes the remaining portion of the one-time tax on earnings of certain foreign subsidiaries which we elected to payin installments in accordance with the Tax Cuts and Jobs Act enacted on December 22, 2017.Critical Accounting Policies and EstimatesThe preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates andassumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Management bases its estimates on historicalexperience, market and other conditions, and various other assumptions it believes to be reasonable. Although these estimates are based on management’sbest knowledge of current events and actions that may impact us in the future, the estimation process is, by its nature, uncertain given that estimates dependon events over which we may not have control. If market and other conditions change from those that we anticipate, our consolidated financial statementsmay be materially affected. In addition, if our assumptions change, we may need to revise our estimates, or take other corrective actions, either of which mayalso have a material effect on our consolidated financial statements.We believe that the following critical accounting policies and estimates have a higher degree of inherent uncertainty and require our most significantjudgments. In addition, had we used estimates different from any of these, our consolidated financial statements could have been materially different fromthose presented. Members of our senior management have discussed the development and selection of our critical accounting policies and estimates, and ourdisclosure regarding them, with the audit committee of our board of directors. Our accounting policies are more fully described in note “1. Organization andSummary of Significant Accounting Policies” in Part II, Item 8 of this report.Revenue RecognitionOur revenue is generated primarily from the sale of products and services. Product revenue primarily consists of sales of instruments and consumablesused in genetic analysis. Service and other revenue primarily consists of revenue generated from genotyping and sequencing services and instrument servicecontracts.We recognize revenue when control of our products and services is transferred to our customers in an amount that reflects the consideration we expect toreceive from our customers in exchange for those products and services. This process involves identifying the contract with a customer, determining theperformance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract,and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in acontract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and isseparately identified in the contract. We consider a performance obligation satisfied once we have transferred control of a good or service to the customer,meaning the customer has the ability to use and obtain the benefit of the good or service.Revenue from product sales is recognized generally upon delivery to the end customer, which is when control of the product is deemed to be transferred.Invoicing typically occurs upon shipment and payment is typically due within 60 days from invoice. In instances where right of payment or transfer of title iscontingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenue from instrument servicecontracts is recognized as the services are rendered, typically evenly over the contract term. Revenue from genotyping and sequencing services is recognizedwhen earned, which is generally at the time the genotyping or sequencing analysis data is made available to the customer.Revenue is recorded net of discounts, distributor commissions, and sales taxes collected on behalf of governmental authorities. Employee salescommissions are recorded as selling, general and administrative expenses when incurred as the amortization period for such costs, if capitalized, would havebeen one year or less.36Table of ContentsWe regularly enter into contracts with multiple performance obligations. Revenue recognition for contracts with multiple deliverables is based on theseparate satisfaction of each distinct performance obligation within the contract. Most performance obligations are generally satisfied within a short timeframe, approximately three to six months, after the contract execution date.The contract price is allocated to each performance obligation in proportion to its standalone selling price. We determine our best estimate ofstandalone selling price using average selling prices over a rolling 12-month period coupled with an assessment of current market conditions. If the productor service has no history of sales or if the sales volume is not sufficient, we rely upon prices set by management, adjusted for applicable discounts.In certain markets, products and services are sold to customers through distributors. In most sales through distributors, the product is delivered directlyto customers by us. The terms of sales transactions through distributors are consistent with the terms of direct sales to customers.InvestmentsWe invest in various types of securities, including debt securities in government-sponsored entities, corporate debt securities, U.S. Treasury securitiesand equity securities. As of December 30, 2018, we had $2.4 billion in short-term investments, including $103 million held by Helix. We classify ourinvestments as Level 1, 2, or 3 within the fair value hierarchy. Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active marketsfor identical assets that we have the ability to access. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices,interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points for the asset.As discussed in note “4. Fair Value Measurements” in Part II, Item 8 of this report, approximately half of our security holdings have been classified asLevel 2. These securities have been initially valued at the transaction price and subsequently valued utilizing a third-party service provider who assesses thefair value using inputs other than quoted prices that are observable either directly or indirectly, such as yield curve, volatility factors, credit spreads, defaultrates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economicmeasures. We perform certain procedures to corroborate the fair value of these holdings, and in the process, we apply judgment and estimates that if changed,could significantly affect our statement of financial positions.Allowance for Doubtful AccountsWe maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Weevaluate the collectibility of our accounts receivable based on a combination of factors. We regularly analyze customer accounts, review the length of timereceivables are outstanding, review historical loss rates and assess current economic trends that may impact the level of credit losses in the future. Ourallowance for doubtful accounts has generally been adequate to cover our actual credit losses. However, since we cannot reliably predict future changes inthe financial stability of our customers, we may need to increase our reserves if the financial conditions of our customers deteriorate.Inventory ValuationInventories are stated at lower of cost or net realizable value. We regularly review inventory for excess and obsolete products and components, takinginto account product life cycles, quality issues, historical experience, and usage forecasts. We record write-downs of inventory for potentially excess,obsolete, or impaired goods in order to state inventory at net realizable value. We make assumptions about future demand, market conditions, and the releaseof new products that may supersede old ones. However, if actual market conditions are less favorable than anticipated, additional inventory write-downscould be required.ContingenciesWe are involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property,employment, and contractual matters. In connection with these matters, we assess, on a regular basis, the probability and range of possible loss based on thedevelopments in these matters. A liability is recorded in the consolidated financial statements if it is believed to be probable that a loss has been incurred andthe amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessingcontingencies is highly subjective and requires judgments about future events. We regularly review outstanding legal matters to determine the adequacy ofthe liabilities accrued and related disclosures in consideration of many factors, which include, but37Table of Contentsare not limited to, past history, scientific and other evidence, and the specifics and status of each matter. We may change our estimates if our assessment of thevarious factors changes and the amount of ultimate loss may differ from our estimates, resulting in a material effect on our business, financial condition,results of operations, and/or cash flows.Business CombinationsUnder the acquisition method of accounting, we allocate the fair value of the total consideration transferred to the tangible and identifiable intangibleassets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that wouldbe received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptionsdetermined by management. These valuations require us to make significant estimates and assumptions. We record the excess consideration over theaggregate fair value of tangible and intangible assets, net of liabilities assumed, as goodwill.Management typically uses the discounted cash flow method to value our acquired intangible assets. This method requires significant managementjudgment to forecast future operating results and establish residual growth rates and discount factors. The estimates we use to value and amortize intangibleassets are consistent with the plans and estimates that we use to manage our business and are based on available historical information and industry estimatesand averages. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions andprojections used to develop these values, we could experience impairment charges. In addition, we have estimated the economic lives of certain acquiredassets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortizationexpenses could be accelerated or slowed.Intangible Assets and Other Long-Lived Assets — Impairment AssessmentsWe perform regular reviews to determine if the carrying values of our long-lived assets are impaired. A review of identifiable intangible assets and otherlong-lived assets is performed when an event occurs indicating the potential for impairment. If indicators of impairment exist, we assess the recoverability ofthe affected long-lived assets and compare their fair values to the respective carrying amounts.In order to estimate the fair value of identifiable intangible assets and other long-lived assets, we estimate the present value of future cash flows fromthose assets. The key assumptions that we use in our discounted cash flow model are the amount and timing of estimated future cash flows to be generated bythe asset over an extended period of time and a rate of return that considers the relative risk of achieving the cash flows, the time value of money, and otherfactors that a willing market participant would consider. Significant judgment is required to estimate the amount and timing of future cash flows and therelative risk of achieving those cash flows.Assumptions and estimates about future values and remaining useful lives are complex and often subjective. They can be affected by a variety offactors, including external factors such as industry and economic trends, and internal factors such as changes in our business strategy and our internalforecasts. For example, if our future operating results do not meet current forecasts or if we experience a sustained decline in our market capitalization that isdetermined to be indicative of a reduction in fair value of our reporting units, we may be required to record future impairment charges for purchasedintangible assets. Impairment charges could materially decrease our future net income and result in lower asset values on our balance sheet.Share-Based CompensationWe measure and recognize compensation expense for all share-based payments based on estimated fair value. We estimate the fair value of stockpurchases under our employee stock purchase plan using the Black-Scholes-Merton (BSM) option-pricing model. The fair value of our restricted stock unitsis based on the market price of our common stock on the date of grant.The determination of fair value of share-based awards requires the use of certain estimates and highly judgmental assumptions that affect the amount ofshare-based compensation expense recognized in our consolidated statements of income. These include estimates of the expected volatility of our stockprice, expected life of an award, expected dividends, the risk-free interest rate, and forecast of our future financial performance, in the case of performancestock units. We determine the volatility of our stock price by equally weighing the historical and implied volatility of our common stock. The historicalvolatility of our common stock over the most recent period is generally commensurate with the volatility we project over the estimated expected life of ourstock awards, adjusted for the impact of unusual fluctuations not reasonably expected to recur, and other relevant factors. Implied volatility is calculated fromthe implied market volatility of exchange-traded call options on our common stock. The expected life of an award is based on historical forfeiture experience,exercise activity, and on the38Table of Contentsterms and conditions of the stock awards. We determined expected dividend yield to be 0% given we have never declared or paid any cash dividends on ourcommon stock and we currently do not anticipate paying such cash dividends. The risk-free interest rate is based upon U.S. Treasury securities withremaining terms similar to the expected term of the share-based awards. We update our forecast of future financial performance periodically, which impactsour estimate of the number of shares to be issued pursuant to the outstanding performance stock units. We amortize the fair value of share-basedcompensation on a straight-line basis over the requisite service periods of the awards. If any of the assumptions used change significantly, share-basedcompensation expense may differ materially from what we have recorded in the current period.WarrantiesWe generally provide a one-year warranty on instruments. Additionally, we provide a warranty on consumables through the expiration date, whichgenerally ranges from six to twelve months after the manufacture date. We establish an accrual for estimated warranty expenses based on historical experienceas well as anticipated product performance. We periodically review the adequacy of our warranty reserve, and adjust, if necessary, the warranty percentageand accrual based on actual experience and estimated costs to be incurred. If our estimates of warranty obligation change or if actual product performance isbelow our expectations, we may incur additional warranty expense.Income TaxesOur provision for income taxes, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect our best assessment of estimatedfuture taxes to be paid. Significant judgments and estimates based on interpretations of existing tax laws or regulations in the United States and the numerousforeign jurisdictions where we are subject to income tax are required in determining our provision for income taxes. Changes in tax laws, statutory tax rates,and estimates of our future taxable income could impact the deferred tax assets and liabilities provided for in the consolidated financial statements and wouldrequire an adjustment to the provision for income taxes.Deferred tax assets are regularly assessed to determine the likelihood they will be recovered from future taxable income. A valuation allowance isestablished when we believe it is more likely than not the future realization of all or some of a deferred tax asset will not be achieved. In evaluating ourability to recover deferred tax assets within the jurisdiction which they arise, we consider all available positive and negative evidence. Factors reviewedinclude the cumulative pre-tax book income for the past three years, scheduled reversals of deferred tax liabilities, our history of earnings and reliability ofour forecasts, projections of pre-tax book income over the foreseeable future, and the impact of any feasible and prudent tax planning strategies.We recognize the impact of a tax position in our consolidated financial statements only if that position is more likely than not of being sustained uponexamination by taxing authorities, based on the technical merits of the position. Tax authorities regularly examine our returns in the jurisdictions in whichwe do business and we regularly assess the tax risk of our return filing positions. Due to the complexity of some of the uncertainties, the ultimate resolutionmay result in payments that are materially different from our current estimate of the tax liability. These differences, as well as any interest and penalties, willbe reflected in the provision for income taxes in the period in which they are determined.Recent Accounting PronouncementsFor a summary of recent accounting pronouncements applicable to our consolidated financial statements see note “1. Organization and Summary ofSignificant Accounting Policies” in Part II, Item 8, Notes to Consolidated Financial Statements, which is incorporated herein by reference.ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk.Interest Rate SensitivityOur investment portfolio is exposed to market risk from changes in interest rates. The fair market value of fixed-rate securities may be adverselyimpacted by fluctuations in interest rates while income earned on floating rate securities may decline as a result of decreases in interest rates. Under ourcurrent policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. We attempt to ensure the safety andpreservation 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 basispoint adverse move in interest rates along the entire interest rate yield curve would not materially affect the fair value of our interest-sensitive financialinstruments.39Table of ContentsChanges in interest rates may impact gains or losses from the conversion of our outstanding convertible senior notes. In June 2014, we issued $633million aggregate principal amount of 0% convertible senior notes due 2019 (2019 Notes) and $517 million aggregate principal amount of 0.5% convertiblesenior notes due 2021 (2021 Notes). In August 2018, we issued $750 million aggregate principal amount of 0% convertible senior notes due 2023 (2023Notes). At our election, the notes are convertible into cash, shares of our common stock, or a combination of cash and shares of our common stock undercertain circumstances, including trading price conditions related to our common stock. If the trading price of our common stock reaches a price at 130%above the conversion price, the notes become convertible. Upon conversion, we are required to record a gain or loss for the difference between the fair valueof the debt to be extinguished and its corresponding net carrying value. The fair value of the debt to be extinguished depends on our then-currentincremental borrowing rate. If our incremental borrowing rate at the time of conversion is higher or lower than the implied interest rate of the notes, we willrecord a gain or loss in our consolidated statement of income during the period in which the notes are converted. The implicit interest rates for the 2019,2021, and 2023 Notes were 2.9%, 3.5%, and 3.7%, respectively. An incremental borrowing rate that is a hypothetical 100 basis points lower than the implicitinterest rate upon conversion of $100 million aggregate principal amount of each of the 2019, 2021, and 2023 Notes would result in losses of approximately$1 million, $2 million, and $4 million, respectively.Foreign Currency Exchange RiskWe conduct a portion of our business in currencies other than our U.S. dollar functional currency. These transactions give rise to monetary assets andliabilities that are denominated in currencies other than the U.S. dollar. The value of these monetary assets and liabilities are subject to changes in currencyexchange rates from the time the transactions are originated until settlement in cash. Our foreign currency exposures are primarily concentrated in the euro,Japanese yen, Australian dollar, and Canadian dollar. Both realized and unrealized gains or losses on the value of these monetary assets and liabilities areincluded in the determination of net income.We use forward exchange contracts to manage foreign currency risks related to monetary assets and liabilities denominated in currencies other than theU.S. dollar. We only use derivative financial instruments to reduce foreign currency exchange rate risks; we do not hold any derivative financial instrumentsfor trading or speculative purposes. We primarily use forward exchange contracts to hedge foreign currency exposures, and they generally have terms of onemonth or less. Realized and unrealized gains or losses on the value of financial contracts entered into to hedge the exchange rate exposure of these monetaryassets and liabilities are also included in the determination of net income, as they have not been designated for hedge accounting. These contracts, whichsettle monthly, effectively fix the exchange rate at which these specific monetary assets and liabilities will be settled, so that gains or losses on the forwardcontracts offset the gains or losses from changes in the value of the underlying monetary assets and liabilities. As of December 30, 2018, the total notionalamounts of outstanding forward contracts in place for foreign currency purchases was $122 million.40Table of ContentsITEM 8.Financial Statements and Supplementary Data.INDEX TO CONSOLIDATED FINANCIAL STATEMENTS PageReport of Independent Registered Public Accounting Firm 42Consolidated Balance Sheets 43Consolidated Statements of Income 44Consolidated Statements of Comprehensive Income 45Consolidated Statements of Stockholders’ Equity 46Consolidated Statements of Cash Flows 47Notes to Consolidated Financial Statements 4841Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Stockholders of Illumina, Inc.Opinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of Illumina, Inc. (the Company) as of December 30, 2018 and December 31, 2017, therelated consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period endedDecember 30, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financialstatements present fairly, in all material respects, the financial position of the Company at December 30, 2018 and December 31, 2017, and the results of itsoperations and its cash flows for each of the three years in the period ended December 30, 2018, in conformity with U.S. generally accepted accountingprinciples.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’sinternal control over financial reporting as of December 30, 2018, based on criteria established in Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 11, 2019 expressed an unqualifiedopinion thereon.Adoption of ASU No. 2016-09As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for share-based payment transactions in2017 due to the adoption of the amendments to the FASB Accounting Standards Codification resulting from Accounting Standards Update (ASU) No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, effective January 2, 2017.Adoption of ASU No. 2014-09As discussed in Note 1 to the consolidated financial statements, the Company changed its method for recognizing revenue as a result of the adoption ofAccounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), and the amendments in ASUs 2015-14, 2016-08,2016-10 and 2016-12 effective January 1, 2018.Basis for OpinionThese financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performingprocedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond tothose risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits alsoincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of thefinancial statements. We believe that our audits provide a reasonable basis for our opinion./s/ ERNST & YOUNG LLPWe have served as the Company’s auditor since 1998.San Diego, CaliforniaFebruary 11, 201942Table of ContentsILLUMINA, INC.CONSOLIDATED BALANCE SHEETS(in millions, except par value) December 30, 2018 December 31, 2017ASSETSCurrent assets: Cash and cash equivalents$1,144 $1,225Short-term investments2,368 920Accounts receivable, net514 411Inventory386 333Prepaid expenses and other current assets78 91Total current assets4,490 2,980Property and equipment, net1,075 931Goodwill831 771Intangible assets, net185 175Deferred tax assets, net70 88Other assets308 312Total assets$6,959 $5,257LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities: Accounts payable$184 $160Accrued liabilities513 432Build-to-suit lease liability— 144Long-term debt, current portion1,107 10Total current liabilities1,804 746Long-term debt890 1,182Other long-term liabilities359 360Commitments and contingencies Redeemable noncontrolling interests61 220Stockholders’ equity: Preferred stock, $0.01 par value, 10 million shares authorized; no shares issued and outstanding atDecember 30, 2018 and December 31, 2017— —Common stock, $0.01 par value, 320 million shares authorized; 192 million shares issued and 147 millionoutstanding at December 30, 2018; 191 million shares issued and 147 million outstanding at December31, 20172 2Additional paid-in capital3,290 2,833Accumulated other comprehensive loss(1) (1)Retained earnings3,083 2,256Treasury stock, 45 million shares and 44 million shares at cost at December 30, 2018 and December 31,2017, respectively(2,616) (2,341)Total Illumina stockholders’ equity3,758 2,749Noncontrolling interests87 —Total stockholders’ equity3,845 2,749Total liabilities and stockholders’ equity$6,959 $5,257See accompanying notes to consolidated financial statements.43Table of ContentsILLUMINA, INC.CONSOLIDATED STATEMENTS OF INCOME(In millions, except per share amounts) Years Ended December 30, 2018 December 31, 2017 January 1, 2017Revenue: Product revenue$2,749 $2,289 $2,032Service and other revenue584 463 366Total revenue3,333 2,752 2,398Cost of revenue: Cost of product revenue738 679 534Cost of service and other revenue260 208 155Amortization of acquired intangible assets35 39 43Total cost of revenue1,033 926 732Gross profit2,300 1,826 1,666Operating expense: Research and development623 546 504Selling, general and administrative794 674 584Legal contingencies— — (9)Total operating expense1,417 1,220 1,079Income from operations883 606 587Other income (expense): Interest income44 19 10Interest expense(57) (37) (33)Other income (expense), net24 455 (3)Total other income (expense), net11 437 (26)Income before income taxes894 1,043 561Provision for income taxes112 365 133Consolidated net income782 678 428Add: Net loss attributable to noncontrolling interests44 48 35Net income attributable to Illumina stockholders$826 $726 $463Net income attributable to Illumina stockholders for earnings per share$826 $725 $454Earnings per share attributable to Illumina stockholders: Basic$5.63 $4.96 $3.09Diluted$5.56 $4.92 $3.07Shares used in computing earnings per share: Basic147 146 147Diluted149 148 148See accompanying notes to consolidated financial statements.44Table of ContentsILLUMINA, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In millions) Years Ended December 30, 2018 December 31, 2017 January 1, 2017Consolidated net income $782 $678 $428Unrealized loss on available-for-sale debt securities, net of deferred tax — — (1)Total consolidated comprehensive income 782 678 427Add: Comprehensive loss attributable to noncontrolling interests 44 48 35Comprehensive income attributable to Illumina stockholders $826 $726 $462See accompanying notes to consolidated financial statements.45Table of ContentsILLUMINA, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(In millions) Illumina Stockholders Additional Accumulated Other Total Common Stock Paid-In Comprehensive Retained Treasury Stock Noncontrolling Stockholders’ Shares Amount Capital Loss Earnings Shares Amount Interests EquityBalance as of January 3, 2016187 $2 $2,498 $— $1,022 (40) $(1,673) $— $1,849Net income (loss)— — — — 463 — — (14) 449Unrealized loss on available-for-salesecurities, net of deferred tax— — — (1) — — — — (1)Issuance of common stock, net ofrepurchases2 — 47 — — (3) (349) — (302)Share-based compensation— — 129 — — — — — 129Net incremental tax benefit related toshare-based compensation— — 87 — — — — — 87Adjustment to the carrying value ofredeemable noncontrolling interests— — (21) — — — — — (21)Vesting of redeemable equity awards— — (2) — — — — — (2)Issuance of subsidiary shares in businesscombination— — 2 — — — — — 2Issuance of treasury stock— — 3 — — — — — 3Contributions from noncontrolling interestowners— — — — — — — 80 80Proceeds from early exercise of equityawards from a subsidiary— — — — — — — 7 7Tax impact of deemed dividend fromGRAIL— — (10) — — — — — (10)Balance as of January 1, 2017189 2 2,733 (1) 1,485 (43) (2,022) 73 2,270Net income (loss)— — — — 726 — — (7) 719Issuance of common stock, net ofrepurchases2 — 71 — — (1) (319) — (248)Share-based compensation— — 164 — — — — — 164Adjustment to the carrying value ofredeemable noncontrolling interests— — (136) — — — — — (136)Vesting of redeemable equity awards— — (13) — — — — — (13)Cumulative-effect adjustment fromadoption of ASU 2016-09— — 3 — 45 — — — 48Deconsolidation of GRAIL— — 11 — — — — (66) (55)Balance as of December 31, 2017191 2 2,833 (1) 2,256 (44) (2,341) — 2,749Net income (loss)— — — — 826 — — (10) 816Issuance of common stock, net ofrepurchases1 — 46 — — (1) (275) — (229)Share-based compensation— — 193 — — — — — 193Adjustment to the carrying value ofredeemable noncontrolling interests— — 127 — — — — — 127Vesting of redeemable equity awards— — (2) — — — — — (2)Issuance of subsidiary shares— — — — — — — 5 5Contributions from noncontrolling interestowners— — — — — — — 92 92Issuance of convertible senior notes, net oftax impact— — 93 — — — — — 93Cumulative-effect adjustment fromadoption of ASU 2016-01— — — — 1 — — — 1Balance as of December 30, 2018192 $2 $3,290 $(1) $3,083 (45) $(2,616) $87 $3,845See accompanying notes to consolidated financial statements.46Table of ContentsILLUMINA, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In millions) Years Ended December 30, 2018 December 31, 2017 January 1, 2017Cash flows from operating activities: Consolidated net income$782 $678 $428Adjustments to reconcile net income to net cash provided by operating activities:Gain on deconsolidation of GRAIL— (453) —Depreciation expense140 110 90Amortization of intangible assets39 46 51Share-based compensation expense193 164 129Accretion of debt discount41 30 30Deferred income taxes(18) 81 94Impairment of intangible assets— 23 —Other(17) 1 2Changes in operating assets and liabilities: Accounts receivable(105) (26) 3Inventory(53) (33) (30)Prepaid expenses and other current assets5 8 (1)Other assets(9) (5) (7)Accounts payable45 10 (2)Accrued liabilities103 81 (24)Other long-term liabilities(4) 160 16Net cash provided by operating activities1,142 875 779Cash flows from investing activities: Purchases of available-for-sale securities(2,859) (742) (895)Sales of available-for-sale securities597 322 543Maturities of available-for-sale securities860 321 140Net cash paid for acquisitions(100) — (18)Proceeds from sale of GRAIL securities— 278 —Deconsolidation of GRAIL cash— (52) —Net purchases of strategic investments(15) (29) (14)Purchases of property and equipment(296) (310) (260)Cash paid for intangible assets— (2) (11)Net cash used in investing activities(1,813) (214) (515)Cash flows from financing activities: Net proceeds from issuance of debt735 5 5Common stock repurchases(201) (251) (249)Proceeds from issuance of common stock46 71 47Taxes paid related to net share settlement of equity awards(74) (68) (100)Payments on financing obligations(4) (9) (66)Contributions from noncontrolling interest owners92 79 89Payments on acquisition-related contingent consideration liability— (3) (29)Proceeds from early exercise of equity awards from a subsidiary— — 7Net cash provided by (used in) financing activities594 (176) (296)Effect of exchange rate changes on cash and cash equivalents(4) 5 (2)Net (decrease) increase in cash and cash equivalents(81) 490 (34)Cash and cash equivalents at beginning of year1,225 735 769Cash and cash equivalents at end of year$1,144 $1,225 $735Supplemental cash flow information: Cash paid for income taxes$99 $149 $60See accompanying notes to consolidated financial statements.47Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSUnless the context requires otherwise, references in this report to “Illumina,” “we,” “us,” the “Company,” and “our” refer to Illumina, Inc. and itsconsolidated subsidiaries.1.Organization and Summary of Significant Accounting PoliciesOrganization and BusinessWe are a provider of sequencing- and array-based solutions, serving customers in the research, clinical and applied markets. Our products are used forapplications in the life sciences, oncology, reproductive health, agriculture and other emerging segments. Our customers include a broad range of academic,government, pharmaceutical, biotechnology, and other leading institutions around the globe.Basis of PresentationThe consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles and include our accounts,our wholly-owned subsidiaries, majority-owned or controlled companies, and variable interest entities (VIEs) for which we are the primary beneficiary. Allintercompany transactions and balances have been eliminated in consolidation.We evaluate our ownership, contractual and other interests in entities that are not wholly-owned to determine if these entities are VIEs, and, if so,whether we are the primary beneficiary of the VIE. In determining whether we are the primary beneficiary of a VIE and therefore required to consolidate theVIE, we apply a qualitative approach that determines whether we have both (1) the power to direct the activities of the VIE that most significantly impact theVIE’s economic performance and (2) the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant tothat VIE. We continuously assess whether we are the primary beneficiary of a VIE, as changes to existing relationships or future transactions may result in theconsolidation or deconsolidation of such VIE. During the year ended December 30, 2018, our consolidated VIE, Helix, received additional cashcontributions from us and third-party investors in exchange for voting equity interests in Helix. Therefore, we reassessed and concluded that Helix continuedto be a variable interest entity and that we remained the primary beneficiary. During the periods presented, we have not provided any other financial or othersupport to our VIEs that we were not contractually required to provide.The equity method is used to account for investments over which we have the ability to exercise significant influence, but not control, over theinvestee. Such investments are recorded within other assets, and the share of net income or losses of equity investments is recognized on a one quarter lag inother income (expense), net.Redeemable Noncontrolling InterestsNoncontrolling interests represent the portion of equity (net assets) in Helix, our consolidated but not wholly-owned entity, that is neither directly norindirectly attributable to us. Noncontrolling interests with embedded contingent redemption features, such as put rights, that are not solely within our controlare considered redeemable noncontrolling interests. Redeemable noncontrolling interests are presented outside of stockholders’ equity on the consolidatedbalance sheets.Fiscal YearOur fiscal year is the 52 or 53 weeks ending the Sunday closest to December 31, with quarters of 13 or 14 weeks ending the Sunday closest to March 31,June 30, September 30, and December 31. The years ended December 30, 2018, December 31, 2017, and January 1, 2017 were all 52 weeks.ReclassificationsCertain prior period amounts have been reclassified to conform to the current period presentation.48Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Use of EstimatesThe preparation of the consolidated financial statements requires that management make estimates and assumptions that affect the reported amounts ofassets, liabilities, revenues, expenses, and related disclosures of contingent assets and liabilities. Actual results could differ from those estimates. Accounting Pronouncements Adopted in 2018In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). The new standard is based on the principle thatrevenue should be recognized in an amount that reflects the consideration to which we expect to be entitled in exchange for the transfer of promised goods orservices. We adopted Topic 606 using the modified retrospective transition method. The cumulative effect of applying the new revenue standard to allincomplete contracts as of January 1, 2018 was not material and, therefore, did not result in an adjustment to retained earnings. There was no materialdifference to the consolidated financial statements for the year ended December 30, 2018 due to the adoption of Topic 606.In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10), which requires equity investments (other thanthose accounted for under the equity method or those that result in consolidation) to be measured at fair value, with changes in fair value recognized in netincome. This standard was effective for us beginning in the first quarter of 2018. Based on our elections, our equity investments that do not have readilydeterminable fair values and do not qualify for the net asset value practical expedient for estimating fair value are measured at cost, less any impairments,plus or minus changes resulting from observable price changes in orderly transactions for identifiable or similar investments of the same issuer. Thismeasurement alternative was applied prospectively to such equity securities and did not result in an adjustment to retained earnings.Accounting Pronouncements Adopted in 2017In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718), which aims to simplify the accounting for share-based payment transactions, including accounting for income taxes, classification on the statement of cash flows, accounting for forfeitures, andclassification of awards as either liabilities or equity. This ASU was effective for us beginning in the first quarter of 2017.This new standard increases the volatility of net income by requiring excess tax benefits from share-based payment arrangements to be classified asdiscrete items within the provision for income taxes, rather than recognizing excess tax benefits in additional paid-in capital. Upon adoption in Q1 2017, werecorded $45 million, net, to retained earnings, primarily related to unrealized tax benefits associated with share-based compensation. As a result of theadoption of this new standard, we made an accounting policy election to recognize forfeitures as they occur and no longer estimate expected forfeitures.In addition, ASU 2016-09 requires that excess income tax benefits from share-based compensation arrangements be classified as cash flow fromoperations, rather than cash flow from financing activities. We elected to apply the cash flow classification guidance retrospectively and reclassified $91million from financing activity to operating activity for the year ended January 1, 2017.Recently Issued Accounting PronouncementsIn February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new standard requires lessees to recognize most leases on their balance sheetas lease liabilities with corresponding right-of-use assets and disclose key information about leasing arrangements. ASU 2016-02 is effective for usbeginning in the first quarter of 2019 and will be adopted using a modified retrospective approach by recognizing a cumulative-effect adjustment to theopening balance of retained earnings on December 31, 2018. We will continue to report financial information for fiscal years ending before December 31,2018 under the current lease accounting standard. We elected the standard’s package of practical expedients on adoption, which allows us to carry forward our historical assessment of whether existingagreements contain a lease and the classification of our existing lease agreements as either operating or capital leases (referred to as operating and financingleases in the new standard). We did not elect the standard’s available hindsight practical expedient on adoption. The standard also provides practicalexpedients for ongoing lessee accounting after adoption. We expect to elect the practical expedient to not separate lease and non-lease components for our49Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)real-estate leases and will therefore allocate all fixed lease payments, which may include management fees and common-area-maintenance charges, to ouroperating lease liabilities and corresponding right-of-use assets. We have finalized the changes to our systems, processes, policies, and controls for lease accounting, including implementation of a third-party softwareapplication, to facilitate our adoption of the lease standard effective December 31, 2018. We expect the most significant impacts of adoption to result fromthe recognition of our operating and build-to-suit lease commitments as lease liabilities with corresponding right-of-use assets, and the derecognition ofexisting assets and liabilities for our build-to-suit arrangements that do not qualify for sale-leaseback accounting. We currently expect this will result in thenet recognition of additional total assets and liabilities of approximately $329 million and $354 million, respectively, and the difference between theseamounts will be recorded as a cumulative-effect adjustment to retained earnings upon adoption in the first quarter of 2019. We also expect the classificationof a portion of lease expense for our build-to-suit arrangements to change from interest expense to operating expense going forward. During the year endedDecember 30, 2018, the interest portion of lease expense for our build-to-suit arrangements was $13 million.In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, whichamends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types offinancial instruments, including trade receivables and available-for-sale debt securities. The standard is effective for us beginning in the first quarter of 2020,with early adoption permitted. We are currently evaluating the expected impact of ASU 2016-13 on our consolidated financial statements. Concentrations of RiskWe operate in markets that are highly competitive and rapidly changing. Significant technological changes, shifting customer needs, the emergence ofcompetitive products or services with new capabilities, and other factors could negatively impact our operating results. A portion of our customers consist ofuniversity and research institutions that management believes are, to some degree, directly or indirectly supported by the United States Government. Asignificant change in current research funding, particularly with respect to the U.S. National Institutes of Health, could have an adverse impact on futurerevenues and results of operations.We are also subject to risks related to our financial instruments, including cash and cash equivalents, investments, and accounts receivable. Most of ourcash and cash equivalents as of December 30, 2018 were deposited with U.S. financial institutions, either domestically or with their foreign branches. Ourinvestment policy restricts the amount of credit exposure to any one issuer to 5% of the portfolio or 5% of the total issue size outstanding at the time ofpurchase and to any one industry sector, as defined by Clearwater Analytics (Industry Sector Report), to 30% of the portfolio at the time of purchase. There isno limit to the percentage of the portfolio that may be maintained in debt securities, U.S. government-sponsored entities, U.S. Treasury securities, and moneymarket funds.We require customized products and components that currently are available from a limited number of sources. We source certain key products andcomponents included in our products from single vendors.We perform regular reviews of customer activity and associated credit risks and do not require collateral or enter into netting arrangements. Shipmentsto customers outside the United States comprised 47%, 45%, and 46% of total revenue for the years ended December 30, 2018, December 31, 2017, andJanuary 1, 2017, respectively. Customers outside the United States represented 44% and 48% of our gross trade accounts receivable balance as ofDecember 30, 2018 and December 31, 2017, respectively.International sales entail a variety of risks, including currency exchange fluctuations, longer payment cycles, and greater difficulty in accountsreceivable collection. We are also subject to general geopolitical risks, such as political, social and economic instability, and changes in diplomatic and traderelations. The risks of international sales are mitigated in part by the extent to which sales are geographically distributed.Historically, we have not experienced significant credit losses from investments and accounts receivable.50Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Fair Value MeasurementsThe fair value of assets and liabilities are based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) inthe principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuationtechniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. We use a fair value hierarchy withthree levels of inputs, of which the first two are considered observable and the last unobservable, to measure fair value:•Level 1 — Quoted prices in active markets for identical assets or liabilities.•Level 2 — Inputs, other than Level 1, that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data forsubstantially the full term of the assets or liabilities.•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets orliabilities.The carrying amounts of financial instruments such as cash and cash equivalents, accounts receivable, prepaid expenses and other current assets,accounts payable, and accrued liabilities approximate the related fair values due to the short-term maturities of these instruments.Functional CurrencyThe U.S. dollar is the functional currency of our international operations. We re-measure foreign subsidiaries’ monetary assets and liabilities to the U.S.dollar and record the net gains or losses resulting from re-measurement in other income (expense), net in the consolidated statements of income.AcquisitionsAll assets acquired and liabilities assumed are measured at fair value as of the acquisition date. We record the excess of purchase price over theaggregate value assigned to the net tangible and identifiable intangible assets acquired as goodwill. Acquired intangible assets other than goodwill areamortized over their useful lives. Post-acquisition adjustments in deferred tax asset valuation allowances and liabilities for uncertain tax positions arerecorded in current period income tax expense.Cash Equivalents and Short-Term InvestmentsCash equivalents are comprised of short-term, highly-liquid investments with maturities of 90 days or less at the date of purchase.Short-term investments consist of debt securities in U.S. government-sponsored entities, corporate debt securities, U.S. Treasury securities, and equitysecurities. We classify short-term debt investments as available-for-sale at the time of purchase and evaluate such classification as of each balance sheet date.All short-term debt investments are recorded at estimated fair value. Unrealized gains and losses for available-for-sale debt securities are included inaccumulated other comprehensive income (loss), a component of stockholders’ equity. We evaluate our debt investments to assess whether those withunrealized loss positions are other than temporarily impaired. Impairments are considered to be other than temporary if they are related to deterioration incredit risk or if it is likely that the securities will be sold before the recovery of their cost basis. Realized gains, losses, and declines in value judged to beother than temporary are determined based on the specific identification method and are recorded in interest income (expense), net in the consolidatedstatements of income.Equity investments with readily determinable fair values are classified as current or noncurrent based on the nature of the securities and theiravailability for use in current operations. All short-term equity investments are recorded at estimated fair value. Unrealized gains and losses for equitysecurities with readily determinable fair values are recorded in other income (expense), net in the consolidated statements of income.51Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Accounts ReceivableTrade accounts receivable are recorded at the net invoice value and are not interest-bearing. Receivables are considered past due based on thecontractual payment terms. We reserve specific receivables if collectibility is no longer reasonably assured. We also reserve a percentage of our tradereceivable balance based on collection history and current economic trends that might impact the level of future credit losses. These reserves are re-evaluatedon a regular basis and adjusted as needed. Once a receivable is deemed to be uncollectible, such balance is charged against the reserve.InventoryInventory is stated at the lower of cost or net realizable value, on a first-in, first-out basis. Inventory includes raw materials and finished goods that maybe used in the research and development process, and such items are expensed as consumed or expired. Inventory write-downs for slow-moving, excess, andobsolete inventories are estimated based on product life cycles, quality issues, historical experience, and usage forecasts.Property and EquipmentProperty and equipment are stated at cost, subject to review for impairment, and depreciated over the estimated useful lives of the assets, using thestraight-line method. Depreciation of leasehold improvements is recorded over the shorter of the lease term or the estimated useful life of the related assets.Amortization of assets that are recorded under capital leases are included in depreciation expense. Maintenance and repairs are expensed as incurred. Whenassets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included inoperating expense.Costs incurred to develop internal-use software during the application development stage are recorded as computer software costs, at cost. Costsincurred in the development of such internal-use software, including external direct costs of materials and services and applicable compensation costs ofemployees devoted to specific software application development, are capitalized. Cost incurred outside of the application development stage are expensed asincurred.The estimated useful lives of the major classes of property and equipment are generally as follows: Estimated Useful LivesBuildings and leasehold improvements4 to 20 yearsMachinery and equipment3 to 5 yearsComputer hardware and software3 to 7 yearsFurniture and fixtures7 yearsLeasesLeases are reviewed and classified as capital or operating at their inception. When we are involved in the construction of leased assets, we evaluatewhether we are the accounting owner during the construction period. For leases where we are the deemed accounting owner during the construction period,we record project construction costs paid or reimbursed by the landlord as construction in progress and a corresponding build-to-suit lease liability. Foroperating leases, rent expense is recorded on a straight-line basis over the term of the lease, which includes the construction build-out period and leaseextension periods, if appropriate. The difference between rent payments and straight-line rent expense is recorded as deferred rent in accrued liabilities andother long-term liabilities. Lease incentives are amortized on a straight-line basis over the lease term as a reduction to rent expense. 52Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Goodwill, Intangible Assets and Other Long-Lived AssetsGoodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired in an acquisition. Goodwill is reviewedfor impairment at least annually during the second quarter, or more frequently if an event occurs indicating the potential for impairment. During the goodwillimpairment review, we assess qualitative factors to determine whether it is more likely than not that the fair values of our reporting units are less than thecarrying amounts, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations,and the overall financial performance. If, after assessing the totality of these qualitative factors, we determine that it is not more likely than not that the fairvalues of our reporting units are less than the carrying amounts, then no additional assessment is deemed necessary. Otherwise, we proceed to perform thetwo-step test for goodwill impairment. The first step involves comparing the estimated fair values of the reporting units with the carrying values, includinggoodwill. If the carrying amounts of the reporting units exceed the fair values, the second step of the goodwill impairment test is performed to determine theamount of loss, which involves comparing the implied fair values of the goodwill to the carrying values of the goodwill. We may also elect to bypass thequalitative assessment in a period and elect to proceed to perform the first step of the goodwill impairment test. We performed the annual assessment forgoodwill impairment in the second quarter of 2018, noting no impairment.Our identifiable intangible assets are typically comprised of acquired core technologies, licensed technologies, customer relationships, licenseagreements, and trade names. The cost of identifiable intangible assets with finite lives is generally amortized on a straight-line basis over the assets’respective estimated useful lives.We perform regular reviews to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-livedassets are potentially impaired. If indicators of impairment exist, an impairment test is performed to assess the recoverability of the affected assets bydetermining whether the carrying amount of such assets exceeds the undiscounted expected future cash flows. If the affected assets are not recoverable, weestimate the fair value of the assets and record an impairment loss if the carrying value of the assets exceeds the fair value. Factors that may indicate potentialimpairment include a significant decline in our stock price and market capitalization compared to the net book value, significant changes in the ability of aparticular asset to generate positive cash flows for our strategic business objectives, and the pattern of utilization of a particular asset.During the year ended December 31, 2017, we performed a recoverability test when the planned use of a finite-lived acquired intangible asset changed,resulting in an impairment charge of $18 million recorded in cost of product revenue. Also, during the year ended December 31, 2017, we recorded a $5million impairment charge of in-process research and development as the project had no future alternative use. Such impairments were recorded within theCore Illumina reportable segment. See further discussion of our segments in note “10. Segment Information and Geographic Data.”DerivativesWe are exposed to foreign exchange rate risks in the normal course of business. We enter into foreign exchange contracts to manage foreign currencyrisks related to monetary assets and liabilities that are denominated in currencies other than the U.S. dollar. These foreign exchange contracts are carried atfair value in other current assets or accrued liabilities and are not designated as hedging instruments. Changes in the value of the derivatives are recognizedin other income (expense), net, along with the re-measurement gain or loss on the foreign currency denominated assets or liabilities.As of December 30, 2018, we had foreign exchange forward contracts in place to hedge exposures in the euro, Japanese yen, Australian dollar, andCanadian dollar. As of December 30, 2018, and December 31, 2017, the total notional amounts of outstanding forward contracts in place for foreign currencypurchases was $122 million and $88 million, respectively.WarrantiesWe generally provide a one-year warranty on instruments. Additionally, a warranty on consumables is provided through the expiration date, whichgenerally ranges from six to twelve months after the manufacture date. At the time revenue is recognized, an accrual is established for estimated warrantyexpenses based on historical experience as well as anticipated product performance. We periodically review the warranty reserve for adequacy and adjust thewarranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of productrevenue.53Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Revenue RecognitionOur revenue is generated primarily from the sale of products and services. Product revenue primarily consists of sales of instruments and consumablesused in genetic analysis. Service and other revenue primarily consists of revenue generated from genotyping and sequencing services and instrument servicecontracts.We recognize revenue when control of our products and services is transferred to our customers in an amount that reflects the consideration we expect toreceive from our customers in exchange for those products and services. This process involves identifying the contract with a customer, determining theperformance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract,and recognizing revenue when the performance obligations have been satisfied. A performance obligation is considered distinct from other obligations in acontract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and isseparately identified in the contract. We consider a performance obligation satisfied once we have transferred control of a good or service to the customer,meaning the customer has the ability to use and obtain the benefit of the good or service.Revenue from product sales is recognized generally upon delivery to the end customer, which is when control of the product is deemed to be transferred.Invoicing typically occurs upon shipment and payment is typically due within 60 days from invoice. In instances where right of payment or transfer of title iscontingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenue from instrument servicecontracts is recognized as the services are rendered, typically evenly over the contract term. Revenue from genotyping and sequencing services is recognizedwhen earned, which is generally at the time the genotyping or sequencing analysis data is made available to the customer.Revenue is recorded net of discounts, distributor commissions, and sales taxes collected on behalf of governmental authorities. Employee salescommissions are recorded as selling, general and administrative expenses when incurred as the amortization period for such costs, if capitalized, would havebeen one year or less.We regularly enter into contracts with multiple performance obligations. Revenue recognition for contracts with multiple deliverables is based on theseparate satisfaction of each distinct performance obligation within the contract. Most performance obligations are generally satisfied within a short timeframe, approximately three to six months, after the contract execution date. As of December 30, 2018, the aggregate amount of the transaction price allocatedto remaining performance obligations was $909 million, of which approximately 80% is expected to be converted to revenue through 2019, with theremainder thereafter.The contract price is allocated to each performance obligation in proportion to its standalone selling price. We determine our best estimate ofstandalone selling price using average selling prices over a rolling 12-month period coupled with an assessment of current market conditions. If the productor service has no history of sales or if the sales volume is not sufficient, we rely upon prices set by management, adjusted for applicable discounts.Contract liabilities, which consist of deferred revenue and customer deposits, as of December 30, 2018 and December 31, 2017 were $206 million and$181 million, respectively, of which the short-term portions of $175 million and $150 million, respectively, were recorded in accrued liabilities and theremaining long-term portions were recorded in other long-term liabilities. Revenue recorded during the year ended December 30, 2018 included $146million of previously deferred revenue that was included in contract liabilities as of December 31, 2017. Contract assets as of December 30, 2018 andDecember 31, 2017 were not material.In certain markets, products and services are sold to customers through distributors. In most sales through distributors, the product is delivered directlyto customers by us. The terms of sales transactions through distributors are consistent with the terms of direct sales to customers.54Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The following table represents revenue by source (in millions): Years Ended December 30, 2018 December 31, 2017 January 1, 2017 Sequencing Microarray Total Sequencing Microarray Total Sequencing Microarray TotalConsumables$1,806 $350 $2,156 $1,468 $285 $1,753 $1,271 $272 $1,543Instruments532 37 569 484 31 515 450 19 469Other product21 3 24 19 2 21 18 2 20Total productrevenue2,359 390 2,749 1,971 318 2,289 1,739 293 2,032Service and otherrevenue416 168 584 322 141 463 277 89 366Totalrevenue$2,775 $558 $3,333 $2,293 $459 $2,752 $2,016 $382 $2,398Revenue related to our Consolidated VIEs is included in sequencing service and other revenue.The majority of our revenue consists of sales of consumables and instruments. We also perform various services for our customers. For the years endedDecember 30, 2018, December 31, 2017, and January 1, 2017, consumable sales represented 65%, 64%, and 64%, respectively, of total revenue; instrumentsales represented 17%, 19%, and 20%, respectively, of total revenue; and services represented 18%, 17%, and 15%, respectively, of total revenue. Ourcustomers include leading genomic research centers, academic institutions, government laboratories, and hospitals, as well as pharmaceutical, biotechnology,commercial molecular diagnostic laboratories, and consumer genomics companies. We had no customers that provided more than 10% of total revenue in theyears ended December 30, 2018, December 31, 2017, and January 1, 2017.The following table represents revenue by geographic area, based on region of destination (in millions): Years Ended December 30, 2018 December 31, 2017 January 1, 2017Americas (1)$1,864 $1,585 $1,367Europe, Middle East, and Africa851 653 575Greater China (2)365 292 —Asia-Pacific253 222 456Total revenue$3,333 $2,752 $2,398____________________________________(1) Revenue for the Americas region included United States revenue of $1,779 million, $1,511 million, and $1,294 million for the years endedDecember 30, 2018, December 31, 2017, and January 1, 2017, respectively.(2) Revenue for the Greater China region, which includes China, Taiwan, and Hong Kong, is included in the Asia-Pacific region for the yearended January 1, 2017.Share-Based CompensationShare-based compensation expense is incurred related to restricted stock and Employee Stock Purchase Plan (ESPP).Restricted stock units (RSU) and performance stock units (PSU) are both considered restricted stock. The fair value of restricted stock is determined bythe closing market price of our common stock on the date of grant. Share-based compensation expense is recognized based on the fair value on a straight-linebasis over the requisite service periods of the awards. PSU represents a right to receive a certain number of shares of common stock based on the achievementof corporate performance goals and continued employment during the vesting period. At each reporting period, we reassess the probability of theachievement of such corporate performance goals and any additional expenses resulting from an adjustment in the estimated shares to be released are treatedas a cumulative catch-up in the period of adjustment.55Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The Black-Scholes-Merton option-pricing model is used to estimate the fair value of stock purchased under our ESPP. The model assumptions includeexpected volatility, term, dividends, and the risk-free interest rate. The expected volatility is determined by equally weighing the historical and impliedvolatility of our common stock. The historical volatility is generally commensurate with the estimated expected term, adjusted for the impact of unusualfluctuations and other relevant factors. The implied volatility is calculated from the implied market volatility of exchange-traded call options on ourcommon stock. The expected term is based on historical forfeiture experience and the terms and conditions of the ESPP. The expected dividend yield isdetermined to be 0% given that we have never declared or paid cash dividends on our common stock and do not anticipate paying such cash dividends. Therisk-free interest rate is based upon U.S. Treasury securities with remaining terms similar to the expected term of the share-based awards.Forfeitures are accounted for as incurred as reversal of any share-based compensation expense related to awards that will not vest.Shipping and Handling ExpensesShipping and handling expenses are included in cost of product revenue.Research and DevelopmentResearch and development expenses include personnel expenses, contractor fees, license fees, facilities costs, and utilities. Expenditures relating toresearch and development are expensed in the period incurred.Advertising CostsAdvertising costs are expensed as incurred. Advertising costs were $38 million, $30 million, and $20 million for the years ended December 30, 2018,December 31, 2017, and January 1, 2017, respectively.Income TaxesThe provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for theexpected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for the expected futuretax benefit to be derived from tax loss and credit carryforwards. Deferred tax assets and liabilities are determined using the enacted tax rates in effect for theyears in which those tax assets are expected to be realized. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in theprovision for income taxes in the period that includes the enactment date.Deferred tax assets are regularly assessed to determine the likelihood they will be recovered from future taxable income. A valuation allowance isestablished when we believe it is more likely than not the future realization of all or some of a deferred tax asset will not be achieved. In evaluating theability to recover deferred tax assets within the jurisdiction which they arise, we consider all available positive and negative evidence. Factors reviewedinclude the cumulative pre-tax book income for the past three years, scheduled reversals of deferred tax liabilities, history of earnings and reliableforecasting, projections of pre-tax book income over the foreseeable future, and the impact of any feasible and prudent tax planning strategies.The impact of a tax position is recognized in the consolidated financial statements only if that position is more likely than not of being sustained uponexamination by taxing authorities, based on the technical merits of the position. Any interest and penalties related to uncertain tax positions will be reflectedin income tax expense.Earnings per ShareBasic earnings per share attributable to Illumina stockholders is computed based on the weighted average number of common shares outstandingduring the period. Diluted earnings per share attributable to Illumina stockholders is computed based on the sum of the weighted average number of commonshares and potentially dilutive common shares outstanding during the period. Per-share earnings of our VIEs are included in the consolidated basic anddiluted earnings per share computations based on our share of the VIE’s securities.Potentially dilutive common shares consist of shares issuable under convertible senior notes and equity awards. Convertible senior notes have adilutive impact when the average market price of our common stock exceeds the applicable56Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)conversion price of the respective notes. Potentially dilutive common shares from equity awards are determined using the average share price for each periodunder the treasury stock method. In addition, proceeds from exercise of equity awards and the average amount of unrecognized compensation expense forequity awards are assumed to be used to repurchase shares.The following table presents the calculation of weighted average shares used to calculate basic and diluted earnings per share (in millions): Years Ended December 30, 2018 December 31, 2017 January 1, 2017Weighted average shares outstanding147 146 147Effect of potentially dilutive common shares from: Convertible senior notes1 — —Equity awards1 2 1Weighted average shares used in calculating diluted earnings per share149 148 148Accumulated Other Comprehensive LossThe components of accumulated other comprehensive loss were as follows (in millions): December 30, 2018 December 31, 2017Foreign currency translation adjustments$1 $1Unrealized loss on available-for-sale debt securities, net of deferred tax(2) (2)Total accumulated other comprehensive loss$(1) $(1)2.Balance Sheet Account DetailsInvestmentsDebt SecuritiesAvailable-for-sale debt securities, included in short-term investments, consisted of the following (in millions): December 30, 2018 December 31, 2017 AmortizedCost GrossUnrealizedLosses GrossUnrealizedGains EstimatedFair Value AmortizedCost GrossUnrealizedLosses EstimatedFair ValueDebt securities in government-sponsoredentities$21 $— $— $21 $67 $— $67Corporate debt securities1,060 (2) — 1,058 423 (2) 421U.S. Treasury securities1,250 (1) 1 1,250 433 (1) 432Total$2,331 $(3) $1 $2,329 $923 $(3) $920Contractual maturities of available-for-sale debt securities, as of December 30, 2018, were as follows (in millions): Estimated Fair ValueDue within one year$1,618After one but within five years711Total$2,32957Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)We have the ability, if necessary, to liquidate any of our cash equivalents and short-term investments to meet our liquidity needs in the next 12 months.Accordingly, those investments with contractual maturities greater than one year from the date of purchase are classified as short-term on the accompanyingconsolidated balance sheets.Equity SecuritiesOur equity securities are strategic investments primarily in privately held companies.The carrying values of our non-marketable equity securities without readily determinable market values are initially measured at cost and adjusted tofair value for observable transactions for identical or similar investments of the same issuer or impairment. Unrealized gains and losses on non-marketableequity securities are recognized in other income (expense), net. As of December 30, 2018 and December 31, 2017, the aggregate carrying amounts of our non-marketable equity investments without readily determinable fair values were $231 million and $250 million, respectively, included in other assets. Thedecline was primarily due to the reclassification of an equity security that became marketable in 2018 to short-term investments.Our marketable equity security is measured at fair value. Unrealized gains and losses are recognized in other income (expense), net. As of December 30,2018, the fair value of our marketable equity investment was $39 million included in short-term investments. This included an unrealized gain of $21 millionrecorded in other income (expense), net during the year ended December 30, 2018.Our equity investments are assessed for impairment quarterly. Impairment losses, equal to the difference between the carrying value and the fair value ofthe investment, are recorded in other income (expense), net. No material impairment losses were recorded during the years ended December 30, 2018,December 31, 2017, and January 1, 2017.Revenue recognized from transactions with our strategic equity investees was $143 million, $127 million, and $56 million for the years endedDecember 30, 2018, December 31, 2017, and January 1, 2017, respectively.Venture FundWe invest in a venture capital investment fund (the Fund) with a capital commitment of $100 million that is callable through April 2026, of which $69million remained as of December 30, 2018. Our investment in the Fund is accounted for as an equity-method investment. The carrying amounts of the Fund,included in other assets, were $29 million and $16 million as of December 30, 2018 and December 31, 2017, respectively.Accounts ReceivableAccounts receivable, net consisted of the following (in millions): December 30, 2018 December 31, 2017Trade accounts receivable, gross$516 $414Allowance for doubtful accounts(2) (3)Total accounts receivable, net$514 $411InventoryInventory consisted of the following (in millions): December 30, 2018 December 31, 2017Raw materials$117 $93Work in process218 188Finished goods51 52Total inventory$386 $33358Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Property and EquipmentProperty and equipment, net consisted of the following (in millions): December 30, 2018 December 31, 2017Leasehold improvements$567 $331Machinery and equipment382 316Computer hardware and software217 185Furniture and fixtures45 34Buildings285 155Construction in progress100 326Total property and equipment, gross1,596 1,347Accumulated depreciation(521) (416)Total property and equipment, net$1,075 $931Property and equipment, net included non-cash expenditures of $35 million, $117 million and $220 million for the years ended December 30, 2018,December 31, 2017 and January 1, 2017, respectively, which were excluded from the consolidated statements of cash flows. Such non-cash expendituresincluded $18 million, $79 million and $193 million recorded under build-to-suit lease accounting for the years ended December 30, 2018, December 31,2017 and January 1, 2017, respectively.Accrued LiabilitiesAccrued liabilities consisted of the following (in millions): December 30, 2018 December 31, 2017Contract liabilities, current portion$175 $150Accrued compensation expenses193 177Accrued taxes payable82 50Other, including warranties (a)63 55Total accrued liabilities$513 $432(a) Changes in the reserve for product warranties from January 3, 2016 through December 30, 2018 were as follows (in millions): Warranty ReserveBalance as of January 3, 2016$17Additions charged to cost of revenue21Repairs and replacements(25)Balance as of January 1, 201713Additions charged to cost of revenue26Repairs and replacements(22)Balance as of December 31, 201717Additions charged to cost of revenue27Repairs and replacements(25)Balance as of December 30, 2018$1959Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Investments in Consolidated Variable Interest EntitiesHelix Holdings I, LLCIn July 2015, we obtained a 50% voting equity ownership interest in Helix Holdings I, LLC (Helix), a limited liability company formed with unrelatedthird-party investors to pursue the development and commercialization of a marketplace for consumer genomics. We determined that Helix is a VIE as theholders of the at-risk equity investments as a group lack the power to direct the activities of Helix that most significantly impact Helix’s economicperformance. Additionally, we determined that we have (a) unilateral power over one of the activities that most significantly impacts the economicperformance of Helix through its contractual arrangements and no one individual party has unilateral power over the remaining significant activities of Helixand (b) the obligation to absorb losses of and the right to receive benefits from Helix that are potentially significant to Helix. As a result, we are deemed to bethe primary beneficiary of Helix and are required to consolidate Helix.As contractually committed, in July 2015, we contributed certain perpetual licenses, instruments, intangibles, initial laboratory setup, and discountedsupply terms in exchange for voting equity interests in Helix. Such contributions were recorded at their historical basis as they remained within our control.Helix is financed through cash contributions made by us and the third-party investors in exchange for voting equity interests in Helix. During the year endedDecember 30, 2018, we made additional investments of $100 million in exchange for voting equity interests in Helix. As of December 30, 2018, thenoncontrolling shareholders and Illumina each held 50% of Helix’s outstanding voting equity interests.Certain noncontrolling Helix investors may require us to redeem certain noncontrolling interests in cash at the then approximate redemption fair marketvalue. Such redemption right is exercisable at the option of certain noncontrolling interest holders after January 1, 2021, provided that a bona fide pursuit ofthe sale of Helix has occurred and an initial public offering of Helix has not been completed. As the contingent redemption is outside of our control, theredeemable noncontrolling interests in Helix are classified outside of stockholders’ equity on the accompanying consolidated balance sheets. The balance ofthe redeemable noncontrolling interests is reported at the greater of its carrying value after receiving its allocation of Helix’s profits and losses or itsestimated redemption value at each reporting date. The fair value of the redeemable noncontrolling interests is considered a Level 3 instrument.As of December 30, 2018, the accompanying consolidated balance sheet included $127 million of cash, cash equivalents, and short-term investmentsattributable to Helix that will be used to settle its respective obligations and will not be available to settle obligations of Illumina. The remaining assets andliabilities of Helix were not significant to our financial position as of December 30, 2018. Helix had an immaterial impact on our consolidated statements ofincome and cash flows for the year ended December 30, 2018.GRAIL, Inc.In 2016, we obtained a majority equity ownership interest in GRAIL, a company formed with unrelated third-party investors to develop a blood test forearly-stage cancer detection. At that time, we determined that GRAIL was a VIE as the entity lacked sufficient equity to finance its activities withoutadditional support. Additionally, we determined that we were the primary beneficiary of GRAIL and were required to consolidate GRAIL. On February 28,2017, GRAIL completed the initial close of its Series B preferred stock financing, we ceased to have a controlling financial interest in GRAIL, and our equityownership was reduced from 52% to 19%. Additionally, our voting interest was reduced to 13% and we no longer had representation on GRAIL’s board ofdirectors. As a result, we deconsolidated GRAIL’s financial statements effective February 28, 2017 and recorded a pretax gain on deconsolidation of $453million in other income (expense), net, of which $159 million related to the remeasurement of our retained equity interest to its fair value. The fair valuemeasurement of our remaining interest was derived using the market approach. Significant estimates and assumptions required for this valuation included,but were not limited to, various Black-Scholes option-pricing model assumptions as of the date of deconsolidation and estimated discounts for lack ofmarketability related to the equity securities. These unobservable inputs, which represent a Level 3 measurement, are supported by little or no market activityand reflect our own assumptions in measuring fair value. The operations of GRAIL up to February 28, 2017, the date of deconsolidation, were included in theaccompanying consolidated statements of income for the years ended December 31, 2017 and January 1, 2017. During these periods, we absorbedapproximately 50% of GRAIL’s losses based upon our proportional ownership of GRAIL’s common stock.60Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The carrying value of our investment recorded in other assets was $189 million and $185 million as of December 30, 2018 and December 31, 2017,respectively.Redeemable Noncontrolling InterestsThe activity of the redeemable noncontrolling interests from January 3, 2016 through December 30, 2018 was as follows (in millions): RedeemableNoncontrolling InterestsBalance as of January 3, 2016$33Cash contributions9Vesting of redeemable equity awards2Net loss attributable to noncontrolling interests(21)Adjustment up to the redemption value21Balance as of January 1, 201744Amount released from escrow79Vesting of redeemable equity awards13Net loss attributable to noncontrolling interests(41)Adjustment up to the redemption value136Deconsolidation of GRAIL(11)Balance as of December 31, 2017220Vesting of redeemable equity awards2Net loss attributable to noncontrolling interests(34)Adjustment down to the redemption value(127)Balance as of December 30, 2018$613.Intangible Assets, Goodwill, and AcquisitionsIntangible assets, excluding goodwill, include acquired licensed and core technologies, customer relationships, license agreements, and trade name.Amortization for intangible assets is generally recorded on a straight-line basis over their useful lives. Identifiable intangible assets consisted of the following (in millions): December 30, 2018 December 31, 2017 GrossCarryingAmount AccumulatedAmortization Intangibles,Net GrossCarryingAmount AccumulatedAmortization Intangibles,NetLicensed technologies$95 $(83) $12 $95 $(74) $21Core technologies331 (172) 159 300 (161) 139Customer relationships32 (27) 5 32 (25) 7License agreements14 (9) 5 14 (8) 6Trade name9 (5) 4 7 (5) 2Total intangible assets, net$481 $(296) $185 $448 $(273) $17561Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The estimated annual amortization of intangible assets for the next five years is shown in the following table (in millions). Actual amortization expenseto be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors. Estimated AnnualAmortization2019$37202030202126202222202320Thereafter50Total$185Changes to goodwill from January 1, 2017 through December 30, 2018 were as follows (in millions): GoodwillBalance as of January 1, 2017$776GRAIL deconsolidation(5)Balance as of December 31, 2017771Acquisitions60Balance as of December 30, 2018$831On May 14, 2018, we acquired Edico Genome, a provider of data analysis acceleration solutions for next-generation sequencing (NGS) for total cashconsideration of $100 million, net of cash acquired. As a result of this transaction, we recorded $56 million as goodwill within the Core Illumina reportablesegment. In addition, we recorded developed technology of $45 million and a trade name of $1 million, with useful lives of 10 and 3 years, respectively.On November 1, 2018, we entered into an Agreement and Plan of Merger (the Merger Agreement) to acquire Pacific Biosciences of California, Inc.(PacBio) for an all-cash price of approximately $1.2 billion (or $8.00 per share). The transaction, which is expected to close mid-2019, is subject to certaincustomary closing conditions, including PacBio shareholder approval and the receipt of certain required antitrust approvals. The Merger Agreement containscertain termination rights and provides that, upon termination of the Merger Agreement under specified circumstances, including but not limited to, atermination of the Merger Agreement in connection with PacBio accepting a superior offer or due to the withdrawal by PacBio’s board of directors of itsrecommendation of the merger, PacBio will pay us a cash termination fee of $43 million. In certain other circumstances related to antitrust approvals, we maybe required to pay PacBio a termination fee of $98 million assuming the other closing conditions not related to antitrust or competition laws have beensatisfied.62Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)4.Fair Value MeasurementsThe following table presents the hierarchy for assets and liabilities measured at fair value on a recurring basis as of December 30, 2018 andDecember 31, 2017 (in millions): December 30, 2018 December 31, 2017 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 TotalAssets: Money market funds (cashequivalents)$832 $— $— $832 $957 $— $— $957Debt securities in government-sponsored entities— 21 — 21 — 67 — 67Corporate debt securities— 1,058 — 1,058 — 421 — 421U.S. Treasury securities1,250 — — 1,250 432 — — 432Marketable equity security39 — — 39 — — — —Deferred compensation planassets— 34 — 34 — 35 — 35Total assets measured at fairvalue$2,121 $1,113 $— $3,234 $1,389 $523 $— $1,912Liabilities: Deferred compensation planliability$— $33 $— $33 — $33 $— $33We hold available-for-sale securities that consist of highly-liquid, investment-grade debt securities. We consider information provided by ourinvestment accounting and reporting service provider in the measurement of fair value of our debt securities. The investment service provider providesvaluation information from an industry-recognized valuation service. Such valuations may be based on trade prices in active markets for identical assets orliabilities (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similarassets or liabilities, yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlyinginstruments or debt, broker and dealer quotes, as well as other relevant economic measures. Our deferred compensation plan assets consist primarily ofinvestments in life insurance contracts carried at cash surrender value, which reflects the net asset value of the underlying publicly traded mutual funds. Weperform control procedures to corroborate the fair value of our holdings, including comparing valuations obtained from our investment service provider tovaluations reported by our asset custodians, validating pricing sources and models, and reviewing key model inputs, if necessary.5.Debt and Other CommitmentsSummary of debt obligationsDebt obligations consisted of the following (dollars in millions): December 30, 2018 December 31, 2017Principal amount of 2023 Notes outstanding$750 $—Principal amount of 2021 Notes outstanding517 517Principal amount of 2019 Notes outstanding633 633Unamortized discount of liability component of convertible senior notes(175) (75) Net carrying amount of liability component of convertible senior notes1,725 1,075Obligations under financing leases269 113Other3 4Less: current portion(1,107) (10) Long-term debt$890 $1,182Carrying value of equity component of convertible senior notes, net of debt issuance costs$287 $161Fair value of convertible senior notes outstanding (Level 2)$2,222 $1,305Weighted average remaining amortization period of discount on the liability component of convertible seniornotes3.9 years 2.8 yearsConvertible Senior Notes0% Convertible Senior Notes due 2023 (2023 Notes)On August 21, 2018, we issued $750 million aggregate principal amount of convertible senior notes due 2023 (2023 Notes). The net proceeds from theissuance, after deducting the offering expenses payable by us, were $735 million. The 2023 Notes carry no coupon interest and mature on August 15, 2023.The 2023 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election,based on an initial conversion rate, subject to adjustment, of 2.1845 shares of common stock per $1,000 principal amount of notes (which represents an initialconversion price of approximately $457.77 per share of common stock), only in the following circumstances: (1) during any calendar quarter commencingafter the calendar quarter ending on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of our common stock for atleast 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of theimmediately preceding calendar quarter is greater than or equal to 130% of the conversion price in effect on each applicable trading day; (2) during the fivebusiness day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2023Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversionrate on each such trading day; (3) if we call any or all of the notes for redemption, at any time prior to the close of business on the scheduled trading dayimmediately preceding the redemption date; or (4) upon the occurrence of specified corporate events described in the indenture. Regardless of the foregoingcircumstances, the holders may convert their notes on or after May 15, 2023 until August 11, 2023.It is our intent and policy to settle conversions through combination settlement; this involves repayment of an amount of cash equal to the “principalamount” and delivery of the “share amount” in excess of the conversion value over the principal amount in shares of common stock. In general, for each$1,000 in principal, the “principal amount” of cash upon settlement is defined as the lesser of $1,000 and the conversion value during the 20-day observationperiod. The conversion value is the sum of the daily conversion value, which is the product of the effective conversion rate divided by 20 days and the dailyvolume weighted average price (VWAP) of our common stock. The “share amount” is the cumulative “daily share amount” during the observation period,which is calculated by dividing the daily VWAP into the difference between the daily conversion value (i.e., conversion rate x daily VWAP) and $1,000.63Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)We may redeem for cash all or any portion of the 2023 Notes, at our option, on or after August 20, 2021 if the last reported sale price of our commonstock has been at least 130% of the conversion price then in effect (currently $595.10) for at least 20 trading days (whether or not consecutive) during any 30consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date onwhich we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued andunpaid special interest to, but excluding, the redemption date. The 2023 Notes are accounted for in accordance with authoritative guidance for convertible debt instruments that may be settled in cash uponconversion. The guidance requires the carrying amount of the liability component to be estimated by estimating the fair value of a similar liability that doesnot have an associated conversion feature. Because we have no outstanding non-convertible public debt, we determined that market-traded senior, unsecuredcorporate bonds represent a similar liability without a conversion option. Based on market data available for publicly traded, senior, unsecured corporatebonds issued by companies in our industry, and with similar maturities to the 2023 Notes, we estimated an implied interest rate of 3.7%, assuming noconversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component, including marketinterest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the2023 Notes, which resulted in a fair value of the liability component in aggregate of $624 million upon issuance, calculated as the present value of impliedfuture payments based on the $750 million aggregate principal amount. The $126 million difference ($93 million, net of tax) between the aggregate principalamount of $750 million and the estimated fair value of the liability component was recorded in additional paid-in capital as the 2023 Notes are notconsidered redeemable.As a policy election under applicable guidance related to the calculation of diluted net income per share, we have elected the combination settlementmethod as our stated settlement policy and apply the treasury stock method in the calculation of the potential dilutive impact of the 2023 Notes on netincome per share each period. The 2023 Notes were not convertible as of December 30, 2018 and had no dilutive impact during the fiscal yearended December 30, 2018. If the 2023 Notes were converted as of December 30, 2018, the if-converted value would not exceed the principal amount.0% Convertible Senior Notes due 2019 (2019 Notes) and 0.5% Convertible Senior Notes due 2021 (2021 Notes)In June 2014, we issued $633 million aggregate principal amount of convertible senior notes due 2019 (2019 Notes) and $517 million aggregateprincipal amount of convertible senior notes due 2021 (2021 Notes). The net proceeds from the issuance, after deducting the offering expenses payable by us,were $1,132 million. The 2019 Notes carry no coupon interest and mature on June 15, 2019. We pay 0.5% interest per annum on the principal amount of the2021 Notes, payable semiannually in arrears in cash on June 15 and December 15 of each year, beginning on December 15, 2014. The 2021 Notes mature onJune 15, 2021.Both the 2019 and 2021 Notes will be convertible into cash, shares of common stock, or a combination of cash and shares of common stock, at ourelection, based on an initial conversion rate, subject to adjustment, of 3.9318 shares per $1,000 principal amount of the notes (which represents an initialconversion price of approximately $254.34 per share), only in the following circumstances: (1) during any calendar quarter commencing after the calendarquarter ending September 30, 2014 (and only during such calendar quarter), if the last reported sale price of our common stock for 20 or more trading days inthe period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicableconversion price in effect on the last trading day of the immediately preceding calendar quarter; (2) during the five business day period after any 10consecutive trading day period (the “measurement period”) in which the trading price per 2019 and 2021 Notes for each day of such measurement period wasless than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrenceof specified events described in the indenture for the 2019 and 2021 Notes. Regardless of the foregoing circumstances, the holders may convert their notes onor after March 15, 2019 until June 13, 2019 for the 2019 Notes and March 15, 2021 until June 11, 2021 for the 2021 Notes.It is our intent and policy to settle conversions through combination settlement; this involves repayment of an amount of cash equal to the “principalportion” and delivery of the “share amount” in excess of the conversion value over the principal portion in shares of common stock. In general, for each$1,000 in principal, the “principal portion” of cash upon settlement is defined as the lesser of $1,000 and the conversion value during the 20-day observationperiod. The conversion value is the sum of the daily conversion value which is the product of the effective conversion rate divided by 20 days and the dailyvolume weighted average price (VWAP) of our common stock. The “share amount” is the cumulative “daily share amount” during the64Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)observation period, which is calculated by dividing the daily VWAP into the difference between the daily conversion value (i.e., conversion rate x dailyVWAP) and $1,000.The 2019 and 2021 Notes are accounted for in accordance with authoritative guidance for convertible debt instruments that may be settled in cash uponconversion. The guidance requires the carrying amount of the liability component to be estimated by estimating the fair value of a similar liability that doesnot have an associated conversion feature. Because we have no outstanding non-convertible public debt, we determined that market-traded senior, unsecuredcorporate bonds represent a similar liability without the conversion option. Based on market data available for publicly traded, senior, unsecured corporatebonds issued by companies in the same industry as us, and with similar maturities to the 2019 and 2021 Notes, we estimated the implied interest rates of our2019 and 2021 Notes to be 2.9% and 3.5%, respectively, assuming no conversion option. Assumptions used in the estimate represent what marketparticipants would use in pricing the liability component, including market interest rates, credit standing, and yield curves, all of which are defined as Level2 observable inputs. The estimated implied interest rates were applied to the 2019 and 2021 Notes, which resulted in a fair value of the liability component inaggregate of $972 million upon issuance, calculated as the present value of implied future payments based on the $1,150 million aggregate principalamount. The $161 million difference between the cash proceeds of $1,133 million and the estimated fair value of the liability component was recorded inadditional paid-in capital as the 2019 and 2021 Notes are not considered redeemable.As a policy election under applicable guidance related to the calculation of diluted net income per share, we elected the combination settlementmethod as our stated settlement policy and apply the treasury stock method in the calculation of the potential dilutive impact of the 2019 and 2021 Notes.During the year ended December 30, 2018, the market price of our common stock met the stock trading price conversion requirement and the 2019 and 2021Notes became convertible on October 1, 2018 and continued to be convertible through December 31, 2018. However, effective January 1, 2019, theseconvertible senior notes were no longer convertible. The potential dilutive impact of the 2019 and 2021 notes has been included in our calculation of dilutedearnings per share for the year ended December 30, 2018. If the 2019 and 2021 Notes were converted as of December 30, 2018, their if-converted valueswould exceed their principal amounts by $150 million and $122 million, respectively. The carrying values of the 2019 and 2021 Notes were classified ascurrent liabilities as they were convertible within twelve months of the balance sheet date.LeasesWe lease office and manufacturing facilities under various non-cancellable lease agreements. Facility leases generally provide for periodic rentincreases, and many contain escalation clauses and renewal options. Certain leases require us to pay property taxes and routine maintenance. When we areinvolved in the construction of leased assets, we evaluate whether we are the accounting owner of leased assets during the construction period. As ofDecember 31, 2017, we were considered the owner of two construction projects for accounting purposes only under build-to-suit lease accounting due tocertain indemnification obligations related to the construction. During the year ended December 30, 2018, construction of these build-to-suit properties wascompleted. We concluded we do not qualify for sale-leaseback treatment and the leases are accounted for as financing obligations. Accordingly, $165million of construction in progress and build-to-suit lease liability were reclassified to building asset and obligations under financing leases during the yearended December 30, 2018.On February 28, 2017, GRAIL was deconsolidated, as further described in note “2. Balance Sheet Account Details,” and $58 million of construction inprogress and the corresponding build-to-suit lease liability were removed.65Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)As of December 30, 2018, annual future minimum payments of our operating leases and build-to-suit leases, which include those leases accounted for asa financing obligation, were as follows (in millions): OperatingLeases SubleaseIncome Net OperatingLeases Build-to-suitLeases2019$59 $(11) $48 $18202064 (11) 53 21202161 (11) 50 21202261 (12) 49 22202361 (11) 50 22Thereafter439 (12) 427 179Total minimum lease payments$745 $(68) $677 $283Rent expense was $55 million, $46 million, and $46 million for the years ended December 30, 2018, December 31, 2017, and January 1, 2017,respectively. During the year ended December 30, 2018, the interest portion of lease expense for our build-to-suit arrangements was $13 million. As ofDecember 30, 2018 and December 31, 2017, the deferred rent balance related to our operating leases was $123 million and $115 million, respectively, ofwhich the long-term portion of $119 million and $113 million, respectively, was recorded in other long-term liabilities.Purchase ObligationsIn the normal course of business, we enter into agreements to purchase goods or services that are not cancelable without penalty, primarily related tolicensing and supply arrangements. For those agreements with variable terms, we do not estimate the total obligation beyond any minimum quantities orpricing as of the reporting date. Licensing agreements under which we commit to minimum royalty payments, some of which are subject to adjustment, maybe terminated prior to the expiration of underlying intellectual property under certain circumstances. Annual minimum payments for noncancelable purchaseobligations as of December 30, 2018 were as follows (in millions): Minimum Payments2019$93202020Total$1136.Stockholders’ EquityThe 2015 Stock and Incentive Compensation Plan (the 2015 Stock Plan) and the New Hire Stock and Incentive Plan allow for the issuance of stockoptions, restricted stock units and awards, and performance stock units. As of December 30, 2018, approximately 4.7 million shares remained available forfuture grants under the 2015 Stock Plan. There is no set number of shares reserved for issuance under the New Hire Stock and Incentive Plan.Restricted StockWe issue restricted stock units (RSU) and performance stock units (PSU), both of which are considered restricted stock. We grant restricted stockpursuant to the 2015 Stock Plan and satisfy such grants through the issuance of new shares. RSU are share awards that, upon vesting, will deliver to the holdershares of our common stock. RSU generally vest over a four-year period with equal vesting on anniversaries of the grant date. We issue PSU for which thenumber of shares issuable at the end of a three-year performance period can reach up to 150% of the shares approved in the award based on our performancerelative to specified earnings per share targets and continued employment through the vesting period.Restricted stock activity from January 3, 2016 through December 30, 2018 was as follows (units in thousands): RestrictedStock Units(RSU) PerformanceStock Units(PSU)(1) Weighted-Average Grant-Date Fair Value per Share RSU PSUOutstanding at January 3, 20162,206 583 $131.80 $169.41Awarded1,245 172 $132.47 $113.56Vested(928) (199) $105.49 $148.99Cancelled(230) (96) $139.74 $163.05Outstanding at January 1, 20172,293 460 $141.80 $158.66Awarded879 238 $207.38 $191.53Vested(861) (92) $131.62 $189.09Cancelled(226) (64) $149.03 $173.83Outstanding at December 31, 20172,085 542 $172.92 $166.15Awarded655 336 $322.04 $232.08Vested(731) (188) $170.50 $176.15Cancelled(169) (30) $172.30 $162.54Outstanding at December 30, 20181,840 660 $227.00 $196.99______________________________________(1)The number of units reflect the estimated number of shares to be issued at the end of the performance period.Pre-tax intrinsic values and fair value of vested restricted stock was as follows (in millions): Years Ended December 30, 2018 December 31, 2017 January 1, 2017Pre-tax intrinsic value of outstanding restricted stock: RSU$549 $456 $294PSU$197 $118 $59 Fair value of restricted stock vested: RSU$125 $113 $98PSU$33 $17 $3066Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Stock OptionsStock option activity from January 3, 2016 through December 30, 2018 was as follows: Options(in thousands) Weighted-AverageExercise PriceOutstanding at January 3, 20161,599 $41.95Exercised(552) $29.41Cancelled(2) $46.35Outstanding at January 1, 20171,045 $48.56Exercised(723) $49.31Outstanding at December 31, 2017322 $46.93Exercised(130) $35.68Outstanding and exercisable at December 30, 2018192 $54.52The weighted-average remaining life of options outstanding and exercisable was 2.4 years as of December 30, 2018.The aggregate intrinsic value of options outstanding and options exercisable as of December 30, 2018 was $47 million. Aggregate intrinsic valuerepresents the product of the number of options outstanding multiplied by the difference between our closing stock price per share on the last trading day ofthe fiscal period, which was $298.23 as of December 28, 2018, and the exercise price. Total intrinsic value of options exercised was $33 million, $101million, and $71 million for the years ended December 30, 2018, December 31, 2017, and January 1, 2017, respectively.Employee Stock Purchase PlanA total of 15.5 million shares of our common stock have been reserved for issuance under our 2000 Employee Stock Purchase Plan, or ESPP. The ESPPpermits eligible employees to purchase common stock at a discount through payroll deductions during defined offering periods. The price at which stock ispurchased under the ESPP is equal to 85% of the fair market value of the common stock on the first of the offering period or purchase date, whichever islower. The initial offering period commenced in July 2000.Approximately 0.3 million, 0.3 million, and 0.2 million shares were issued under the ESPP during the years ended December 30, 2018, December 31,2017, and January 1, 2017, respectively. As of December 30, 2018 and December 31, 2017, there were approximately 13.7 million and 14.0 million sharesavailable for issuance under the ESPP, respectively.67Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Share RepurchasesOn July 28, 2016, our Board of Directors authorized a new share repurchase program, which superseded all prior and available repurchaseauthorizations, to repurchase $250 million of outstanding common stock. During Q1 2017, we repurchased the remaining shares, completing the program.On May 4, 2017, our Board of Directors authorized an additional share repurchase program to repurchase $250 million of outstanding common stock.On May 1, 2018, our Board of Directors authorized an additional share repurchase program to repurchase $150 million of outstanding common stock. Therepurchases may be completed under a 10b5-1 plan or at management’s discretion.During the years ended December 30, 2018, December 31, 2017, and January 1, 2017, we repurchased approximately 0.6 million shares for $201million (of which 0.3 million shares for $103 million was repurchased concurrently with the offering of our 2023 Notes), 1.4 million shares for $251 million,and 1.8 million shares for $249 million, respectively. Authorizations to repurchase $49 million of our common stock remained available as of December 30,2018. On February 6, 2019, our Board of Directors authorized a new share repurchase program, which supersedes all prior and available repurchaseauthorizations, to repurchase $550 million of outstanding common stock. The repurchases may be completed under a 10b5-1 plan or at management’sdiscretion.Share-based Compensation Share-based compensation expense reported in our consolidated statements of income was as follows (in millions): Years Ended December 30, 2018 December 31, 2017 January 1, 2017Cost of product revenue$16 $12 $9Cost of service and other revenue3 2 2Research and development60 51 42Selling, general and administrative114 99 76Share-based compensation expense, before taxes193 164 129Related income tax benefits(39) (48) (41)Share-based compensation expense, net of taxes$154 $116 $88The assumptions used for the specified reporting periods and the resulting estimates of weighted-average fair value per share for stock purchased underthe ESPP were as follows: Years Ended December 30, 2018 December 31, 2017 January 1, 2017Risk-free interest rate1.22% - 2.45% 0.50% - 1.22% 0.40% - 0.50%Expected volatility29% - 39% 29% - 44% 40% - 44%Expected term0.5 - 1.0 year 0.5 - 1.0 year 0.5 - 1.0 yearExpected dividends0% 0% 0%Weighted-average grant-date fair value per share$61.59 $46.81 $48.29As of December 30, 2018, approximately $474 million of total unrecognized compensation cost related to restricted stock and ESPP shares issued todate was expected to be recognized over a weighted-average period of approximately 2.5 years.7.Legal ProceedingsWe are involved in various lawsuits and claims arising in the ordinary course of business, including actions with respect to intellectual property,employment, and contractual matters. In connection with these matters, we assess, on a regular basis, the probability and range of possible loss based on thedevelopments in these matters. A liability is recorded in the consolidated financial statements if it is believed to be probable that a loss has been incurred andthe amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessingcontingencies is highly subjective and requires judgments about future events. We regularly review outstanding legal matters to determine the68Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)adequacy of the liabilities accrued and related disclosures in consideration of many factors, which include, but are not limited to, past history, scientific andother evidence, and the specifics and status of each matter. We may change our estimates if our assessment of the various factors changes and the amount ofultimate loss may differ from our estimates, resulting in a material effect on our business, financial condition, results of operations, and/or cash flows.8.Income TaxesIncome before income taxes summarized by region was as follows (in millions): Years Ended December 30, 2018 December 31, 2017 January 1, 2017United States$54 $458 $120Foreign840 585 441Total income before income taxes$894 $1,043 $561The provision for income taxes consisted of the following (in millions): Years Ended December 30, 2018 December 31, 2017 January 1, 2017Current: Federal$47 $259 $71State15 21 10Foreign68 51 45Total current provision130 331 126Deferred: Federal— 36 16State(16) — (5)Foreign(2) (2) (4)Total deferred (benefit) expense(18) 34 7Total tax provision$112 $365 $133The provision for income taxes reconciles to the amount computed by applying the federal statutory rate to income before taxes as follows (inmillions): Years Ended December 30, 2018 December 31, 2017 January 1, 2017Tax at federal statutory rate$188 $365 $196State, net of federal benefit13 19 10Research and other credits(23) (12) (13)Change in valuation allowance(12) 12 5Impact of foreign operations(59) (130) (86)Cost sharing adjustment— — (7)Investments in consolidated variable interest entities9 (3) 25Impact of U.S. Tax Reform11 150 —Stock compensation(24) (41) 3Other9 5 —Total tax provision$112 $365 $13369Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)In accordance with the Tax Cuts and Jobs Act that was enacted on December 22, 2017 (U.S. Tax Reform), we recorded a provision for income taxes of$150 million, which we increased by $11 million in 2018, upon completion of our 2017 tax returns. The impact of U.S. Tax Reform primarily represented ourestimate of the one-time transition tax on earnings of certain foreign subsidiaries, of which $108 million is included in other long-term liabilities as ofDecember 30, 2018; and the impact of revaluing our U.S. deferred tax assets and liabilities based on the rates at which they are expected to reverse in thefuture. For U.S. federal purposes the corporate statutory income tax rate was reduced from 35% to 21%, effective for our 2018 tax year. Although theCompany no longer considers these items to be provisional, under Staff Accounting Bulletin 118, the determination of the U.S. Tax Reform’s income taxeffects may change following future legislation or further interpretation of the U.S. Tax Reform based on the publication of recently proposed U.S. Treasuryregulations and guidance from the Internal Revenue Service and state tax authorities. We continue to evaluate the impacts of U.S. Tax Reform as we interpretthe legislation, including the newly enacted global intangible low-taxed income (GILTI) provisions which subject our foreign earnings to a minimum levelof tax. We have elected to account for GILTI as a period cost in our consolidated financial statements.The impact of foreign operations primarily represents the difference between the actual provision for income taxes for our legal entities that operateprimarily in jurisdictions that have statutory tax rates lower than the U.S. federal statutory tax rate of 21%. The most significant tax benefits from foreignoperations were from our earnings in Singapore and the United Kingdom, which had statutory tax rates of 17% and 19%, respectively, in the year endedDecember 30, 2018. The impact of foreign operations also includes the U.S. foreign tax credit impact of non-U.S. earnings and uncertain tax positions relatedto foreign items.Significant components of deferred tax assets and liabilities were as follows (in millions): December 30, 2018 December 31, 2017Deferred tax assets: Net operating losses$26 $18Tax credits63 57Other accruals and reserves28 25Stock compensation20 19Deferred rent30 28Cost sharing adjustment21 21Other amortization13 12Lease obligation70 27Investments1 13Other28 26Total gross deferred tax assets300 246Valuation allowance on deferred tax assets(15) (25)Total deferred tax assets285 221Deferred tax liabilities: Purchased intangible amortization(32) (26)Convertible debt(41) (18)Property and equipment(94) (44)Investments(45) (40)Other(3) (5)Total deferred tax liabilities(215) (133)Deferred tax assets, net$70 $88A valuation allowance is established when it is more likely than not the future realization of all or some of the deferred tax assets will not be achieved.The evaluation of the need for a valuation allowance is performed on a jurisdiction-by-jurisdiction basis and includes a review of all available positive andnegative evidence. Based on the available evidence as of70Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)December 30, 2018, we were not able to conclude it is more likely than not certain deferred tax assets will be realized. Therefore, a valuation allowance of$15 million was recorded against certain U.S. and foreign deferred tax assets.As of December 30, 2018, we had net operating loss carryforwards for federal and state tax purposes of $39 million and $156 million, respectively,which will begin to expire in 2019, unless utilized prior. We also had federal and state tax credit carryforwards of $1 million and $103 million, which willbegin to expire in 2037 and 2022, respectively, unless utilized prior.Pursuant to Section 382 and 383 of the Internal Revenue Code, utilization of net operating losses and credits may be subject to annual limitations inthe event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating losses and creditsprior to utilization. The deferred tax assets as of December 30, 2018 are net of any previous limitations due to Section 382 and 383.Our manufacturing operations in Singapore operate under various tax holidays and incentives that begin to expire in 2023. These tax holidays andincentives resulted in a $36 million, $49 million, and $32 million decrease to the provision for income taxes for the years ended December 30, 2018,December 31, 2017, and January 1, 2017, respectively. These tax holidays and incentives resulted in an increase in diluted earnings per share attributable toIllumina stockholders of $0.24, $0.33, and $0.22, for the years ended December 30, 2018, December 31, 2017, and January 1, 2017, respectively.It is our intention to indefinitely reinvest the historical earnings of our foreign subsidiaries generated prior to 2017 to ensure sufficient working capitaland to expand existing operations outside the United States. Accordingly, state and foreign income and withholding taxes have not been provided on $973million of undistributed earnings of foreign subsidiaries as of December 30, 2018. In the event we are required to repatriate funds from outside of the UnitedStates, such repatriation would be subject to local laws, customs, and tax consequences. As of December 30, 2018, we asserted that $63 million of foreignearnings would not be indefinitely reinvested, and accordingly, recorded a deferred tax liability of $2 million.The following table summarizes the gross amount of our uncertain tax positions (in millions): December 30, 2018 December 31, 2017 January 1, 2017Balance at beginning of year$79 $65 $56Increases related to prior year tax positions1 2 —Decreases related to prior year tax positions(1) — (2)Increases related to current year tax positions12 14 13Decreases related to lapse of statute of limitations(3) (2) (2)Balance at end of year$88 $79 $65Included in the balance of uncertain tax positions as of December 30, 2018 and December 31, 2017, were $78 million and $70 million, respectively, ofnet unrecognized tax benefits that, if recognized, would reduce the effective income tax rate in future periods.Any interest and penalties related to uncertain tax positions are reflected in the provision for income taxes. We recognized expense of $3 million, $1million, and $1 million during the years ended December 30, 2018, December 31, 2017, and January 1, 2017, respectively, related to potential interest andpenalties on uncertain tax positions. We recorded a liability for potential interest and penalties of $11 million and $8 million as of December 30, 2018 andDecember 31, 2017, respectively.Tax years 1997 to 2017 remain subject to future examination by the major tax jurisdictions in which we are subject to tax. Given the uncertainty ofpotential adjustments from examination as well as the potential expiration of the statute of limitations, it is reasonably possible that the balance ofunrecognized tax benefits could change significantly over the next 12 months. Due to the number of years remaining that are subject to examination, we areunable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits.71Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)9.Employee Benefit PlansRetirement PlanWe have a 401(k) savings plan covering substantially all of our employees in the United States. Our contributions to the plan are discretionary. Duringthe years ended December 30, 2018, December 31, 2017, and January 1, 2017, we made matching contributions of $20 million, $17 million, and $14 million,respectively.Deferred Compensation PlanThe Illumina, Inc. Deferred Compensation Plan (the Plan) allows senior level employees to contribute up to 60% of their base salary and 100% of theirvariable cash compensation, and members of the board of directors to contribute up to 100% of their director fees and equity awards. Under the Plan, wecredit the participants’ contributions with earnings that reflect the performance of certain independent investment funds. On a discretionary basis, we mayalso make employer contributions to participant accounts in any amount determined by us. The vesting schedules of employer contributions are at the solediscretion of the Compensation Committee. However, all employer contributions shall become 100% vested upon the occurrence of the participant’sdisability, death or retirement or a change in control of Illumina. The benefits under this plan are unsecured. Participants are generally eligible to receivepayment of their vested benefit at the end of their elected deferral period or after termination of their employment for any reason or at a later date to complywith the restrictions of Section 409A.We also established a rabbi trust for the benefit of the participants under the Plan and have included the assets of the rabbi trust in the consolidatedbalance sheets. As of December 30, 2018 and December 31, 2017, the assets of the trust were $34 million and $35 million, respectively, and our liabilitieswere $33 million in both years. The assets and liabilities are classified as other assets and accrued liabilities, respectively, on the consolidated balance sheets.Changes in the values of the assets held by the rabbi trust are recorded in other income (expense), net in the consolidated statements of income, and changesin the values of the deferred compensation liabilities are recorded in cost of revenue or operating expenses.10.Segment Information and Geographic DataWe have two reportable segments: Core Illumina and one segment related to the combined activities of our Consolidated VIEs. Our Consolidated VIEscurrently include only the operations of Helix, whereas prior to the deconsolidation of GRAIL on February 28, 2017, our Consolidated VIEs included thecombined operations of Helix and GRAIL.We report segment information based on the management approach. This approach designates the internal reporting used by the Chief OperatingDecision Maker (CODM) for making decisions and assessing performance as the source of our reportable segments. The CODM allocates resources andassesses the performance of each operating segment using information about its revenue and income (loss) from operations. Based on the information used bythe CODM, we have determined our reportable segments as follows:Core Illumina:Core Illumina’s products and services serve customers in the research, clinical and applied markets, and enable the adoption of a variety of genomicsolutions. Core Illumina includes all of our operations, excluding the results of our consolidated VIEs.Consolidated VIEs:Helix: Helix was established to enable individuals to explore their genetic information by providing affordable sequencing and database servicesfor consumers through third-party partners, driving the creation of an ecosystem of consumer applications.GRAIL: GRAIL was created to develop a blood test for early-stage cancer detection. GRAIL was in the early stages of developing this test and assuch, had no revenues through the date of deconsolidation.Management evaluates the performance of our reportable segments based upon income (loss) from operations. We do not allocate expenses betweensegments. Core Illumina sells products and provides services to Helix and GRAIL in accordance with contractual agreements between the entities.72Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The following table presents the operating performance of each reportable segment (in millions): Years Ended December 30, 2018 December 31, 2017 January 1, 2017Revenue: Core Illumina$3,334 $2,754 $2,428Consolidated VIEs10 6 —Eliminations(11) (8) (30)Consolidated revenue$3,333 $2,752 $2,398 Depreciation and amortization: Core Illumina$175 $153 $138Consolidated VIEs6 6 4Eliminations(2) (3) (1)Consolidated depreciation and amortization$179 $156 $141 Income (loss) from operations: Core Illumina$970 $696 $684Consolidated VIEs(90) (92) (81)Eliminations3 2 (16)Consolidated income from operations$883 $606 $587Other income (expense), net primarily relates to Core Illumina and we do not allocate income taxes to our segments.The following table presents the total assets and capital expenditures of each reportable segment (in millions): Years Ended December 30, 2018 December 31, 2017 January 1, 2017Total assets: Core Illumina$6,912 $5,223 $4,167Consolidated VIEs154 45 180Eliminations(107) (11) (66)Consolidated total assets$6,959 $5,257 $4,281 Capital expenditures: Core Illumina$294 $306 $238Consolidated VIEs2 4 22Consolidated capital expenditures$296 $310 $26073Table of ContentsILLUMINA, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Net long-lived assets exclude goodwill and other intangible assets since they are not allocated on a geographic basis. We had net long-lived assets,consisting of property and equipment, in the following regions as of December 30, 2018 and December 31, 2017 (in millions): December 30, 2018 December 31, 2017United States$907 $828Singapore96 54United Kingdom62 43Other countries10 6Total$1,075 $931 Refer to note “1. Organization and Summary of Significant Accounting Policies” for revenue by geographic area.11.Quarterly Financial Information (unaudited)The following financial information reflects all normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement ofthe results and cash flows of interim periods. All quarters for fiscal years 2018 and 2017, ended December 30, 2018 and December 31, 2017, respectively,were 13 weeks. Summarized quarterly data for fiscal years 2018 and 2017 are as follows (in millions, except per share amounts): First Quarter Second Quarter Third Quarter Fourth Quarter2018 Total revenue$782 $830 $853 $867Gross profit$538 $575 $597 $590Consolidated net income$197 $200 $188 $198Net income attributable to Illumina stockholders$208 $209 $199 $210Earnings per share attributable to Illumina stockholders: Basic$1.42 $1.42 $1.35 $1.43Diluted$1.41 $1.41 $1.33 $1.412017 Total revenue$598 $662 $714 $778Gross profit$368 $434 $482 $542Consolidated net income$348 $120 $152 $58Net income attributable to Illumina stockholders (a)$367 $128 $163 $68Earnings per share attributable to Illumina stockholders: Basic$2.50 $0.87 $1.12 $0.47Diluted$2.48 $0.87 $1.11 $0.46Certain amounts may not recalculate using the rounded amounts provided.(a) First quarter of 2017 includes the results of GRAIL through February 28, 2017, the date of deconsolidation. Refer to note “2. Balance Sheet AccountDetails” for further discussion.ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.None.ITEM 9A.Controls and Procedures.We design our internal controls to provide reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded againstunauthorized or improper use; and (3) our transactions are properly recorded and reported in74Table of Contentsconformity with U.S. generally accepted accounting principles. We also maintain internal controls and procedures to ensure that we comply with applicablelaws and our established financial policies.Based on management’s evaluation (under the supervision and with the participation of our chief executive officer (CEO) and chief financial officer(CFO)), as of the end of the period covered by this report, our CEO and CFO concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)), are effective to provide reasonable assurance thatinformation required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported withinthe time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer andprincipal financial officer, as appropriate, to allow timely decisions regarding required disclosure.During the fourth quarter of 2018, we continued to monitor and evaluate the design and operating effectiveness of key controls. We implementedinternal controls to ensure we adequately evaluated our contracts and properly assessed the impact of the new lease accounting standard on our financialstatements to facilitate its adoption effective the first quarter of 2019. There were no other changes in our internal control over financial reporting (as definedin Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that materially affected or are reasonably likely to materially affect internal control over financialreporting.MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTINGOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in ExchangeAct Rules 13a-15(f). Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Therefore, eventhose 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 (2013 framework). Based on our evaluation underthe framework in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as ofDecember 30, 2018. The effectiveness of our internal control over financial reporting as of December 30, 2018 has been audited by Ernst & Young LLP, anindependent registered public accounting firm, as stated in their report which is included herein.75Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and Stockholders of Illumina, Inc.Opinion on Internal Control over Financial ReportingWe have audited Illumina, Inc.’s internal control over financial reporting as of December 30, 2018, based on criteria established in Internal Control —Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In ouropinion, Illumina, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 30, 2018, basedon the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedbalance sheets of Illumina, Inc. as of December 30, 2018 and December 31, 2017, the related consolidated statements of income, comprehensive income,stockholders’ equity, and cash flows for each of the three years in the period ended December 30, 2018, and the related notes of the Company and our reportdated February 11, 2019 expressed an unqualified opinion thereon.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectivenessof internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable 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, assessing the risk that a material weakness exists, testing andevaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control Over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal 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 asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate./s/ ERNST & YOUNG LLPSan Diego, CaliforniaFebruary 11, 201976Table of ContentsITEM 9B.Other Information.None.PART IIIITEM 10.Directors, Executive Officers, and Corporate Governance.(a) Identification of Directors. Information concerning our directors is incorporated by reference from the section entitled “Proposal One: Election ofDirectors,” “Information About Directors,” “Director Compensation,” and “Board of Directors and Corporate Governance” to be contained in our definitiveProxy Statement with respect to our 2019 Annual Meeting of Stockholders to be filed with the SEC no later than April 29, 2019.(b) Identification of Executive Officers. Information concerning our executive officers is incorporated by reference from the section entitled “ExecutiveOfficers” to be contained in our definitive Proxy Statement with respect to our 2019 Annual Meeting of Stockholders to be filed with the SEC no later thanApril 29, 2019.(c) Compliance with Section 16(a) of the Exchange Act. Information concerning compliance with Section 16(a) of the Securities Exchange Act of 1934is incorporated by reference from the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” to be contained in our definitive ProxyStatement with respect to our 2019 Annual Meeting of Stockholders to be filed with the SEC no later than April 29, 2019.(d) Information concerning the audit committee financial expert as defined by the SEC rules adopted pursuant to the Sarbanes-Oxley Act of 2002 isincorporated by reference from the section entitled “Board of Directors and Corporate Governance” to be contained in our definitive Proxy Statement withrespect to our 2019 Annual Meeting of Stockholders to be filed with the SEC no later than April 29, 2019.Code of ConductWe have a code of conduct for our directors, officers, and employees, which is available on our website at www.illumina.com in the CorporateGovernance portal of the Investor Information section under “Company.” A copy of the Code of Conduct is available in print free of charge to anystockholder who requests a copy. Interested parties may address a written request for a printed copy of the Code of Ethics to: Corporate Secretary, Illumina,Inc., 5200 Illumina Way, San Diego, California 92122. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver from, aprovision of the Code of Ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performingsimilar functions, by posting such information on our website. The information on, or that can be accessed from, our website is not incorporated by referenceinto this report.ITEM 11.Executive Compensation.Information concerning executive compensation is incorporated by reference from the sections entitled “Compensation Discussion and Analysis,”“Director Compensation,” and “Executive Compensation” to be contained in our definitive Proxy Statement with respect to our 2019 Annual Meeting ofStockholders to be filed with the SEC no later than April 29, 2019.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 and information covering securities authorized forissuance under equity compensation plans is incorporated by reference from the sections entitled “Stock Ownership of Principal Stockholders andManagement,” “Executive Compensation,” and “Equity Compensation Plan Information” to be contained in our definitive Proxy Statement with respect toour 2019 Annual Meeting of Stockholders to be filed with the SEC no later than April 29, 2019.ITEM 13.Certain Relationships and Related Transactions, and Director Independence.Information concerning certain relationships and related transactions, and director independence is incorporated by reference from the sections entitled“Proposal One: Election of Directors,” “Information About Directors,” “Director Compensation,” “Executive Compensation,” and “Certain Relationships andRelated Party Transactions” to be contained in our definitive Proxy Statement with respect to our 2019 Annual Meeting of Stockholders to be filed with theSEC no later than April 29, 2019.77Table of ContentsITEM 14.Principal Accountant Fees and Services.Information concerning principal accountant fees and services is incorporated by reference from the sections entitled “Proposal Two: Ratification ofAppointment of Independent Registered Public Accounting Firm” and “Independent Registered Public Accountants” to be contained in our definitive ProxyStatement with respect to our 2019 Annual Meeting of Stockholders to be filed with the SEC no later than April 29, 2019.PART IVITEM 15.Exhibits, Financial Statement Schedules.1. Financial Statements: See “Index to Consolidated Financial Statements” in Part II, Item 8 of this report.2. Financial Statement Schedule: All financial schedules have been omitted as the required information is not applicable, not material, or becausethe information required is included in the consolidated financial statements and notes thereto included in Part II, Item 8 of this report.3. Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this report.78Table of ContentsINDEX TO EXHIBITS Incorporated by Reference Exhibit Filing FiledNumber Exhibit Description Form File Number Exhibit Date Herewith2.1 Agreement and Plan of Merger, dated November 1,2018, by and among Illumina, FC Ops Corp. andPacific Biosciences of California, Inc. 8-K 001-35406 2.1 11/5/2018 3.1 Amended and Restated Certificate of Incorporation 10-Q 001-35406 3.1 8/3/2017 3.2 Amended and Restated Bylaws 8-K 001-35406 3.2 1/11/2017 4.1 Specimen Common Stock Certificate S-1/A 333-33922 4.1 7/3/2000 4.2 Indenture related to the 0% Convertible Senior Notesdue 2019, dated as of June 11, 2014, betweenIllumina and The Bank of New York Mellon TrustCompany, N.A., as trustee 8-K 001-35406 4.1 6/11/2014 4.3 Indenture related to the 0.5% Convertible SeniorNotes due 2021, dated as of June 11, 2014, betweenIllumina and The Bank of New York Mellon TrustCompany, N.A., as trustee 8-K 001-35406 4.2 6/11/2014 4.4 First Supplemental Indenture related to the 0.5%Convertible Senior Notes due 2021, dated as ofAugust 27, 2014, between Illumina and The Bank ofNew York Mellon Trust Company, N.A., as trustee 10-Q 001-35406 4.1 10/29/2014 4.5 Indenture related to the 0% Convertible Senior Notesdue 2023, dated as of August 21, 2018, betweenIllumina and The Bank of New York Mellon TrustCompany, N.A., as trustee 8-K 001-35406 4.1 8/21/2018 +10.1 Form of Indemnification Agreement between Illuminaand each of its directors and executive officers 10-Q 000-30361 10.55 7/25/2008 +10.2 Amended and Restated Change in Control SeveranceAgreement between Illumina and Jay T Flatley, datedOctober 22, 2008 10-K 000-30361 10.33 2/26/2009 +10.3 Form of Change in Control Severance Agreementbetween Illumina and each of its executive officers 10-K 000-30361 10.34 2/26/2009 +10.4 2000 Employee Stock Purchase Plan, as amended andrestated through February 2, 2012 10-K 001-35406 10.4 2/24/2012 +10.5 New Hire Stock and Incentive Plan, as amended andrestated through October 28, 2009 10-K 000-30361 10.7 2/26/2010 10.6 License Agreement, effective as of May 6, 1998,between Tufts University and Illumina 10-Q 000-30361 10.5 5/3/2007 +10.7 The Solexa Unapproved Company Share Option Plan 8-K 000-30361 99.3 11/26/2007 +10.7 The Solexa Share Option Plan for Consultants 8-K 000-30361 99.4 11/26/2007 +10.8 Solexa Limited Enterprise Management IncentivePlan 8-K 000-30361 99.5 11/26/2007 +10.9 Amended and Restated Solexa 2005 Equity IncentivePlan 10-K 000-30361 10.25 2/26/2009 +A29.10 Amended and Restated Solexa 1992 Stock OptionPlan 10-K 000-30361 10.26 2/26/2009 +10.11 2015 Stock and Incentive Plan 10-K 001-35406 10.11 2/12/2018 +10.12 Form of Restricted Stock Unit Agreement forEmployees Under 2015 Stock and Incentive Plan 10-K 001-35406 10.12 2/12/2018 10.13 Amended and Restated Lease between BMR-9885Towne Centre Drive LLC and Illumina for the 9885Towne Centre Drive property, dated January 26, 2007 10-Q 000-30361 10.41 5/3/2007 10.14 Lease between BMR-9885 Towne Centre Drive LLCand Illumina for the 9865 Towne Centre Driveproperty, dated January 26, 2007 10-Q 000-30361 10.42 5/3/2007 10.15 Amended and Restated Lease Agreement, datedMarch 27, 2012, between ARE-SD Region No. 32,LLC and Illumina 10-Q 001-35406 10.1 5/3/2012 10.16 First Amendment to Amended and Restated LeaseAgreement, dated March 27, 2012, between ARE-SDRegion No. 32, LLC and Illumina 10-K 001-35406 10.23 2/18/2015 10.17 Second Amendment to Amended and Restated LeaseAgreement, dated March 27, 2012, between ARE-SDRegion No. 32, LLC and Illumina 10-K 001-35406 10.24 2/18/2015 10.18 Amended and Restated Second Amendment toAmended and Restated Lease Agreement, datedMarch 27, 2012, between ARE-SD Region No. 32,LLC and Illumina 10-K 001-35406 10.18 2/12/2018 +10.19 Deferred Compensation Plan, effective December 1,2007 14D-9 005-60457 99(e)(6) 2/7/2012 10.20 Lease between BMR-Lincoln Centre LP and Illumina,dated December 30, 2014 10-K 001-35406 10.26 2/18/2015 10.21 Pooled Patents Agreement between Illumina andSequenom, Inc., dated December 2, 2014 (with certainconfidential portions omitted) 10-K 001-35406 10.27 2/18/2015 10.22 First Amendment to Pooled Patents Agreementbetween Illumina and Sequenom, Inc., effective as ofApril 21, 2016 10-K 001-35406 10.22 2/12/2018 10.23 Second Amendment to Pooled Patents Agreementbetween Illumina and Sequenom, Inc., effective as ofApril 17, 2017 10-K 001-35406 10.23 2/12/2018 10.24 Third Amendment to Pooled Patents Agreementbetween Illumina and Sequenom, Inc., effective as ofAugust 28, 2017 (with certain confidential portionsomitted) 10-K 001-35406 10.24 2/12/2018 10.25 Agreement for Lease between Granta Park Park Jco 1Limited and Illumina, dated June 25, 2015 10-Q 001-35406 10.1 7/31/2015 10.26 Third Amendment to Lease between ARE-SD RegionNo. 32, LLC and Illumina, dated September 2, 2015 10-K 001-35406 10.29 3/2/2016 10.27 First Amendment to Lease between BMR-LincolnCenter LP and Illumina, dated February 23, 2016 10-K 001-35406 10.30 3/2/2016 10.28 Fourth Amendment to Lease between ARE-SDRegion No. 32, LLC and Illumina, dated April 14,2016 10-K 001-35406 10.28 2/14/2017 10.29 Second Amendment to Lease between BMR-LincolnCenter LP and Illumina dated August 15, 2016 10-K 001-35406 10.29 2/14/2017 10.30 Deed of Variation to the Agreement for Leasebetween Granta Park Jco 1 Limited and Illuminadated October 24, 2016 10-K 001-35406 10.30 2/14/2017 10.31 Third Amendment to Lease between BMR-LincolnCenter LP and Illumina dated January 18, 2018 10-Q 001-35406 10.10 4/25/2018 21.1 Subsidiaries of Illumina X23.1 Consent of Independent Registered PublicAccounting Firm X24.1 Power of Attorney (included on the signature page) X31.1 Certification of Francis A. deSouza pursuant toSection 302 of the Sarbanes-Oxley Act of 2002 X31.2 Certification of Sam A. Samad pursuant toSection 302 of the Sarbanes-Oxley Act of 2002 X32.1 Certification of Francis A. deSouza pursuant to18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002 X32.2 Certification of Sam A. Samad pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002 X101.INS XBRL Instance Document X101.SCH XBRL Taxonomy Extension Schema X101.CAL XBRL Taxonomy Extension Calculation Linkbase X101.LAB XBRL Taxonomy Extension Label Linkbase X101.PRE XBRL Taxonomy Extension Presentation Linkbase X101.DEF XBRL Taxonomy Extension Definition Linkbase X _______________________________________+ Management contract or corporate plan or arrangementSupplemental InformationNo Annual Report to stockholders or proxy materials has been sent to stockholders as of the date of this report. The Annual Report to stockholders andproxy material will be furnished to our stockholders after the filing of this Annual Report on Form 10-K and we will furnish such material to the SEC at thattime.79Table of ContentsSIGNATURESPursuant 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 signedon its behalf by the undersigned, thereunto duly authorized, on February 11, 2019. ILLUMINA, INC. By /s/ FRANCIS A. DESOUZA Francis A. deSouzaPresident and Chief Executive Officer80Table of ContentsFebruary 11, 2019POWER OF ATTORNEYKNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Francis A. deSouza and Sam A.Samad, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in hisor her 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 allexhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact andagents, 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 ofthem, or their, his, or her 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 personson behalf of the registrant and in the capacities and on the dates indicated./s/ FRANCIS A. DESOUZA President, Chief Executive Officer, and Director(Principal Executive Officer) February 11, 2019Francis A. deSouza /s/ SAM A. SAMAD Senior Vice President and Chief Financial Officer(Principal Financial Officer) February 11, 2019Sam A. Samad /s/ KAREN MCGINNIS Vice President and Chief Accounting Officer(Principal Accounting Officer) February 11, 2019Karen McGinnis /s/ JAY T. FLATLEY Executive Chairman of the Board of Directors February 11, 2019Jay T. Flatley /s/ FRANCES ARNOLD Director February 11, 2019Frances Arnold /s/ CAROLINE D. DORSA Director February 11, 2019Caroline D. Dorsa /s/ KARIN EASTHAM Director February 11, 2019Karin Eastham /s/ ROBERT S. EPSTEIN Director February 11, 2019Robert S. Epstein /s/ GARY S. GUTHART Director February 11, 2019Gary S. Guthart, Ph.D. /s/ PHILIP W. SCHILLER Director February 11, 2019Philip W. Schiller /s/ SUSAN E. SIEGEL Director February 11, 2019Susan E. Siegel /s/ JOHN W. THOMPSON Director February 11, 2019John W. Thompson 81SUBSIDIARIES OF THE COMPANYName of Subsidiary Jurisdiction Doing Business As Advanced Liquid Logic Inc. Delaware Advanced Liquid Logic Inc.Edico Genome Corp. Delaware Edico Genome Corp.BlueGnome, Ltd. United Kingdom BlueGnome, Ltd.Epicentre Technologies Corporation Wisconsin Epicentre BiotechnologiesConexio Genomics Pty Ltd. Australia Conexio Genomics Pty Ltd.GenoLogics Life Science Software Inc. Canada GenoLogics Life Science Software Inc.FC Ops Corp. Delaware FC Ops Corp.Illumina Australia Pty. Ltd. Australia Illumina Australia Pty. Ltd.Illumina Brasil Produtos de Biotecnologia Ltda. Brazil Illumina BrazilIllumina Cambridge, Ltd. United Kingdom Illumina Cambridge, Ltd.Illumina Canada, Inc. Canada Illumina Canada, Inc.Illumina US Manufacturing Operations, Inc. Delaware Illumina US Manufacturing Operations, Inc.Illumina France Holding Sarl France Illumina France Holding SarlIllumina France Sarl France Illumina France SarlIllumina Finland Oy Finland Illumina Finland OyIllumina GmbH Germany Illumina GmbHIllumina Hong Kong Limited Hong Kong Illumina Hong Kong LimitedIllumina Iceland ehf Iceland Illumina Iceland ehfIllumina India Biotechnology Private Limited India Illumina India Biotechnology Private LimitedIllumina Korea Ltd. Republic of Korea Illumina Korea Ltd.Illumina Italy S.r.l. Italy Illumina Italy S.r.l.Illumina K.K. Japan Japan Illumina K.K. JapanIllumina Netherlands B.V. Netherlands Illumina Netherlands B.V.Illumina Norway AS Norway Illumina Norway ASIllumina New Zealand Limited New Zealand Illumina New Zealand LimitedIllumina Singapore Pte. Ltd. Singapore Illumina Singapore Pte. LtdIllumina Shanghai (Trading) Co., Ltd. China Illumina Shanghai (Trading) Co., Ltd.Illumina Shanghai (Trading) Co Ltd Beijing Branch China Illumina Shanghai (Trading) Co Ltd Beijing BranchIllumina Switzerland GmbH Switzerland Illumina Switzerland GmbHIllumina Denmark ApS Denmark Illumina Denmark ApSIllumina Productos de Espana, S.L.U. Spain Illumina Productos de Espana, S.L.U.Illumina AB Sweden Illumina ABIllumina Belgium BVBA Belgium Illumina Belgium BVBANextBio California NextBiothromboDx BV Netherlands thromboDx BVVerinata Health, Inc. Delaware Verinata Health, Inc.*All listed subsidiaries are wholly-owned, direct or indirect, subsidiaries of Illumina, Inc.Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the following Registration Statements:(1)Registration Statements (Form S-3 Nos. 333-111496, 333-125100, 333-134012, 333-144953, 333-145408 and 333-168395) ofIllumina, Inc.,(2)Registration Statement (Form S-4 No. 333-139111) of Illumina, Inc., and(3)Registration Statements (Form S-8 Nos. 333-42866, 333-69058, 333-88808, 333-104190, 333-114633, 333-124074, 333-125133, 333-129611, 333-134399, 333-140416, 333-147389, 333-151265, 333-159662, 333-168393, 333-188037, 333-190322 and 333-206215) of Illumina, Inc.;of our reports dated February 11, 2019, with respect to the consolidated financial statements of Illumina, Inc. and the effectiveness ofinternal control over financial reporting of Illumina, Inc. included in this Annual Report (Form 10-K) of Illumina, Inc. for the yearended December 30, 2018./s/ Ernst & Young LLP San Diego, CaliforniaFebruary 11, 2019Exhibit 31.1CERTIFICATION OF FRANCIS A. DESOUZA PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Francis A. deSouza, certify that:1 I have reviewed this Annual Report on Form 10-K of Illumina, Inc.; 2 Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report; 3 Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report; 4 The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during the period in which this report isbeing prepared; b)designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;and 5 The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and b)any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.Dated: February 11, 2019 By: /s/ FRANCIS A. DESOUZA Francis A. deSouza President and Chief Executive OfficerExhibit 31.2CERTIFICATION OF SAM A. SAMAD PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Sam A. Samad, certify that:1I have reviewed this Annual Report on Form 10-K of Illumina, Inc.; 2Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report; 3Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presentedin this report; 4The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in ExchangeAct Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed underour supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, ismade known to us by others within those entities, particularly during the period in which this report is being prepared; b)designed such internal control over financial reporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that hasmaterially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;and 5The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financialreporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing theequivalent functions): a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financialinformation; and b)any fraud, whether or not material, that involves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.Dated: February 11, 2019 By: /s/ SAM A. SAMAD Sam A. Samad Senior Vice President and Chief Financial OfficerExhibit 32.1CERTIFICATION OF FRANCIS A. DESOUZA PURSUANT TO 18 U.S.C. SECTION1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of Illumina, Inc. (the “Company”) on Form 10-K for the year ended December 30, 2018, as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Francis A. deSouza, President and Chief Executive Officer of the Company, certify, pursuant to 18U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Dated: February 11, 2019 By: /s/ FRANCIS A. DESOUZA Francis A. deSouza President and Chief Executive OfficerThis certification accompanying the Report is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the SecuritiesExchange Act of 1934, as amended, or otherwise subject to the liabilities such Section, and is not to be incorporated by reference into any filing of theCompany under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before, on or after the date of theReport), irrespective of any general incorporation language contained in such filing.Exhibit 32.2CERTIFICATION OF SAM A. SAMAD PURSUANT TO 18 U.S.C.SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THESARBANES-OXLEY ACT OF 2002In connection with the Annual Report of Illumina, Inc. (the “Company”) on Form 10-K for the year ended December 30, 2018, as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Sam A. Samad, Senior Vice President and Chief Financial Officer of the Company, certify,pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Dated: February 11, 2019 By: /s/ SAM A. SAMAD Sam A. Samad Senior Vice President and Chief Financial OfficerThis certification accompanying the Report is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the SecuritiesExchange Act of 1934, as amended, or otherwise subject to the liabilities such Section, and is not to be incorporated by reference into any filing of theCompany under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before, on or after the date of theReport), irrespective of any general incorporation language contained in such filing.

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