UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



þ	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended ~~July 1, 2018~~March 31, 2019



¨	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 001-35406

Illumina, 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 Way, San Diego, CA		92122
(Address of principal executive offices)		(Zip Code)

(858) 202-4500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate 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 and posted 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 such files). Yes þ No ¨

Indicate 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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	þ		Accelerated filer	¨

Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

			Emerging growth 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 financial accounting standards provided pursuant to Section 13a of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

As of ~~July 27, 2018,~~April 18, 2019, there were 147 million shares of the registrant’s common stock outstanding.

Table of Contents

ILLUMINA, INC.

INDEX



	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Income	4
Condensed Consolidated Statements of Comprehensive Income	5
Condensed Consolidated Statement of Stockholders’ Equity	6
Condensed Consolidated Statements of Cash Flows	78
Notes to Condensed Consolidated Financial Statements	89
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2124
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2930
Item 4. Controls and Procedures	2930
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	3031
Item 1A. Risk Factors	3031
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3031
Item 3. Defaults Upon Senior Securities	3031
Item 4. Mine Safety Disclosures	3032
Item 5. Other Information	3032
Item 6. Exhibits	3132
SIGNATURES	3233

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

ILLUMINA, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)


	July 1, 2018			December 31, 2017			March 31, 2019			December 30, 2018
	(Unaudited)						(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,344		$	1,225		$	2,270		$	1,144
Short-term investments	1,168			920			1,345			2,368
Accounts receivable, net	395			411			457			514
Inventory	362			333			412			386
Prepaid expenses and other current assets	68			91			61			78
Total current assets	3,337			2,980			4,545			4,490
Property and equipment, net	1,036			931			852			1,075
Operating lease right-of-use assets							574			—
Goodwill	831			771			831			831
Intangible assets, net	205			175			175			185
Deferred tax assets	108			88
Deferred tax assets, net							87			70
Other assets	334			312			326			308
Total assets	$	5,851		$	5,257		$	7,390		$	6,959

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	149		$	160		$	137		$	184
Accrued liabilities	422			432			473			513
Build-to-suit lease liability	21			144
Long-term debt, current portion	625			10			631			1,107
Total current liabilities	1,217			746			1,241			1,804
Operating lease liabilities							718			—
Long-term debt	723			1,182			1,112			890
Other long-term liabilities	343			360			212			359
Redeemable noncontrolling interests	217			220			37			61
Stockholders’ equity:
Preferred stock	—			—
Common stock	2			2			2			2
Additional paid-in capital	2,939			2,833			3,385			3,290
Accumulated other comprehensive loss	(1		)	(1		)
Accumulated other comprehensive income (loss)							2			(1		)
Retained earnings	2,673			2,256			3,298			3,083
Treasury stock, at cost	(2,356		)	(2,341		)	(2,702		)	(2,616		)
Total Illumina stockholders’ equity	3,257			2,749			3,985			3,758
Noncontrolling interests	94			—			85			87
Total stockholders’ equity	3,351			2,749			4,070			3,845
Total liabilities and stockholders’ equity	$	5,851		$	5,257		$	7,390		$	6,959

See accompanying notes to condensed consolidated financial statements.

ILLUMINA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In millions, except per share amounts)


	Three Months Ended						Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
Revenue:
Product revenue	$	673		$	543		$	1,301		$	1,034		$	667		$	628
Service and other revenue	157			119			311			227			179			154
Total revenue	830			662			1,612			1,261			846			782
Cost of revenue:
Cost of product revenue	181			168			355			334			182			174
Cost of service and other revenue	65			50			127			104			71			62
Amortization of acquired intangible assets	9			10			17			21			9			8
Total cost of revenue	255			228			499			459			262			244
Gross profit	575			434			1,113			802			584			538
Operating expense:
Research and development	151			130			288			275			169			137
Selling, general and administrative	197			161			380			332			211			183
Total operating expense	348			291			668			607			380			320
Income from operations	227			143			445			195			204			218
Other income (expense):
Interest income	11			5			16			9			23			5
Interest expense	(11		)	(8		)	(22		)	(16		)	(15		)	(11		)
Other income, net	5			1			14			457			21			9
Total other income (expense), net	5			(2		)	8			450
Total other income, net													29			3
Income before income taxes	232			141			453			645			233			221
Provision for income taxes	32			21			56			177			9			24
Consolidated net income	200			120			397			468			224			197
Add: Net loss attributable to noncontrolling interests	9			8			20			27			9			11
Net income attributable to Illumina stockholders	$	209		$	128		$	417		$	495		$	233		$	208
Net income attributable to Illumina stockholders for earnings per share	$	209		$	128		$	417		$	494
Earnings per share attributable to Illumina stockholders:
Basic	$	1.42		$	0.87		$	2.84		$	3.38		$	1.58		$	1.42
Diluted	$	1.41		$	0.87		$	2.82		$	3.35		$	1.57		$	1.41
Shares used in computing earnings per share:
Basic	147			146			147			146			147			147
Diluted	148			147			148			147			149			148

See accompanying notes to condensed consolidated financial statements.

ILLUMINA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In millions)


	Three Months Ended				Six Months Ended				Three Months Ended
	July 1, 2018		July 2, 2017		July 1, 2018		July 2, 2017		March 31, 2019		April 1, 2018
Consolidated net income	$	200	$	120	$	397	$	468	$	224	$	197
Unrealized gain on available-for-sale debt securities, net of deferred tax	—		1		—		1		3		—
Total consolidated comprehensive income	$	200	$	121	$	397	$	469	227		197
Add: Comprehensive loss attributable to noncontrolling interests	9		8		20		27		9		11
Comprehensive income attributable to Illumina stockholders	$	209	$	129	$	417	$	496	$	236	$	208

See accompanying notes to condensed consolidated financial statements.

ILLUMINA, INC.

CONDENSED CONSOLIDATED ~~STATEMENT~~STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In millions)


	Illumina Stockholders																			Illumina Stockholders
			Additional			Accumulated Other											Total						Additional			Accumulated Other													Total
	Common		Paid-In			Comprehensive			Retained		Treasury			Noncontrolling			Stockholders’			Common Stock			Paid-In			Comprehensive			Retained		Treasury Stock					Noncontrolling			Stockholders’
	Stock		Capital			Loss			Earnings		Stock			Interests			Equity			Shares	Amount		Capital			(Loss) Income			Earnings		Shares		Amount			Interests			Equity
Balance as of December 31, 2017	$	2	$	2,833		$	(1	)	$	2,256	$	(2,341	)	$	—		$	2,749		191	$	2	$	2,833		$	(1	)	$	2,256	(44	)	$	(2,341	)	$	—		$	2,749
Net income (loss)	—		—			—			417		—			(3		)	414			—	—		—			—			208		—		—			(1		)	207
Issuance of common stock, net of repurchases	—		22			—			—		(15		)	—			7			—	—		21			—			—		—		(13		)	—			8
Share-based compensation	—		98			—			—		—			—			98			—	—		48			—			—		—		—			—			48
Adjustment to the carrying value of redeemable noncontrolling interests	—		(13		)	—			—		—			—			(13		)	—	—		(5		)	—			—		—		—			—			(5		)
Contributions from noncontrolling interest owners	—		—			—			—		—			92			92			—	—		—			—			—		—		—			61			61
Issuance of subsidiary shares	—		—			—			—		—			5			5
Issuance of subsidiary shares in business combination																				—	—		—			—			—		—		—			5			5
Balance as of April 1, 2018																				191	2		2,897			(1		)	2,464		(44	)	(2,354		)	65			3,073
Net income (loss)																				—	—		—			—			209		—		—			(2		)	207
Issuance of common stock, net of repurchases																				—	—		1			—			—		—		(2		)	—			(1		)
Share-based compensation																				—	—		50			—			—		—		—			—			50
Vesting of redeemable equity awards	—		(1		)	—			—		—			—			(1		)	—	—		(1		)	—			—		—		—			—			(1		)
Adjustment to the carrying value of redeemable noncontrolling interests																				—	—		(8		)	—			—		—		—			—			(8		)
Contributions from noncontrolling interest owners																				—	—		—			—			—		—		—			31			31
Balance as of July 1, 2018	$	2	$	2,939		$	(1	)	$	2,673	$	(2,356	)	$	94		$	3,351		191	2		2,939			(1		)	2,673		(44	)	(2,356		)	94			3,351
Net income (loss)																				—	—		—			—			199		—		—			(3		)	196
Unrealized loss on available-for-sale debt securities, net of deferred tax																				—	—		—			(1		)	—		—		—			—			(1		)
Issuance of common stock, net of repurchases																				—	—		23			—			—		—		(106		)	—			(83		)
Share-based compensation																				—	—		47			—			—		—		—			—			47
Vesting of redeemable equity awards																				—	—		(1		)	—			—		—		—			—			(1		)
Adjustment to the carrying value of redeemable noncontrolling interests																				—	—		(8		)	—			—		—		—			—			(8		)
Issuance of convertible senior notes, net of tax impact																				—	—		93			—			—		—		—			—			93
Balance as of September 30, 2018																				191	2		3,093			(2		)	2,872		(44	)	(2,462		)	91			3,594
Net income (loss)																				—	—		—			—			210		—		—			(4		)	206
Unrealized gain on available-for-sale debt securities, net of deferred tax																				—	—		—			1			—		—		—			—			1
Issuance of common stock, net repurchases																				1	—		1			—			—		(1	)	(154		)	—			(153		)
Share-based compensation																				—	—		48			—			—		—		—			—			48
Adjustment to the carrying value of redeemable noncontrolling interests																				—	—		148			—			—		—		—			—			148



Cumulative-effect adjustment from adoption of ASU 2016-01	—	—		—			—			1			—		—			—			1
Balance as of December 30, 2018	192	2		3,290			(1		)	3,083			(45	)	(2,616		)	87			3,845
Net income (loss)	—	—		—			—			233			—		—			(2		)	231
Unrealized gain on available-for-sale debt securities, net of deferred tax	—	—		—			3			—			—		—			—			3
Issuance of common stock, net of repurchases	—	—		27			—			—			—		(86		)	—			(59		)
Share-based compensation	—	—		51			—			—			—		—			—			51
Vesting of redeemable equity awards	—	—		(1		)	—			—			—		—			—			(1		)
Adjustment to the carrying value of redeemable noncontrolling interests	—	—		18			—			—			—		—			—			18
Cumulative-effect adjustment from adoption of ASU 2016-02, net of deferred tax	—	—		—			—			(18		)	—		—			—			(18		)
Balance as of March 31, 2019	192	$	2	$	3,385		$	2		$	3,298		(45	)	$	(2,702	)	$	85		$	4,070

See accompanying notes to condensed consolidated financial statements.

ILLUMINA, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In millions)


	Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
Cash flows from operating activities:
Consolidated net income	$	397		$	468		$	224		$	197
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on deconsolidation of GRAIL	—			(453		)
Depreciation expense	65			52			37			30
Amortization of intangible assets	19			24			10			9
Share-based compensation expense	98			89			51			48
Accretion of debt discount	16			15			14			8
Deferred income taxes	(22		)	66			(11		)	(11		)
Impairment of intangible assets	—			23
Gain on deconsolidation of GRAIL							(15		)	—
Other	(6		)	(5		)	(5		)	(6		)
Changes in operating assets and liabilities:
Accounts receivable	12			14			56			11
Inventory	(28		)	(9		)	(26		)	(17		)
Prepaid expenses and other current assets	1			5			6			(2		)
Operating lease right-of-use assets and liabilities, net							(1		)	—
Other assets	(5		)	(3		)	(8		)	(1		)
Accounts payable	1			—			(47		)	2
Accrued liabilities	17			41			(70		)	(18		)
Other long-term liabilities	(15		)	19			(17		)	5
Net cash provided by operating activities	550			346			198			255
Cash flows from investing activities:
Purchases of available-for-sale securities	(1,137		)	(86		)	(117		)	(598		)
Sales of available-for-sale securities	332			139			118			288
Maturities of available-for-sale securities	556			96			1,031			415
Net cash paid for acquisitions	(100		)	—
Proceeds from sale of GRAIL securities	—			278
Deconsolidation of GRAIL cash	—			(52		)
Proceeds from deconsolidation of GRAIL							15			—
Net purchases of strategic investments	(9		)	(25		)	(3		)	(3		)
Purchases of property and equipment	(167		)	(152		)	(56		)	(90		)
Net cash (used in) provided by investing activities	(525		)	198
Net cash provided by investing activities							988			12
Cash flows from financing activities:
Payments on financing obligations	(2		)	(6		)	(1		)	(2		)
Payments on acquisition related contingent consideration liability	—			(3		)
Proceeds from issuance of debt	—			5
Common stock repurchases	—			(101		)	(63		)	—
Taxes paid related to net share settlement of equity awards	(15		)	(24		)	(23		)	(13		)
Proceeds from issuance of common stock	22			31			27			21
Contributions from noncontrolling interest owners	92			36			—			61
Net cash provided by (used in) financing activities	97			(62		)
Net cash (used in) provided by financing activities							(60		)	67
Effect of exchange rate changes on cash and cash equivalents	(3		)	2			—			1
Net increase in cash and cash equivalents	119			484			1,126			335
Cash and cash equivalents at beginning of period	1,225			735			1,144			1,225
Cash and cash equivalents at end of period	$	1,344		$	1,219		$	2,270		$	1,560
Supplemental cash flow information:
Cash paid for operating lease liabilities							$	21		$	—

See accompanying notes to condensed consolidated financial statements.

Illumina, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Unless the context requires otherwise, references in this report to “Illumina,” “we,” “us,” the “Company,” and “our” refer to Illumina, Inc. and its consolidated subsidiaries.

1. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Interim financial results are not necessarily indicative of results anticipated for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and footnotes included in the Annual Report on Form 10-K for the fiscal year ended December ~~31, 2017,~~30, 2018, from which the prior year balance sheet information herein was derived. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expense, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

The unaudited condensed consolidated financial statements include our accounts, our wholly-owned subsidiaries, majority-owned or controlled companies, and variable interest entities (VIEs) for which we are the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the results for the interim periods presented.

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 the VIE, we apply a qualitative approach ~~is applied~~ that determines whether we have both (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. We continuously ~~assess whether we are the primary beneficiary of a VIE,~~perform this assessment, as changes to existing relationships or future transactions may result in the consolidation or deconsolidation of ~~such~~a VIE. During the six months ended July 1, 2018, our consolidated VIE, Helix, received additional cash contributions from us and third-party investors in exchange for voting equity interests in Helix. Therefore, we reassessed and concluded that Helix continued to be a variable interest entity and that we remained the primary beneficiary. During the periods presented, we have not provided any other financial or other support to our VIEs that we were not contractually required to provide.See note “10. Subsequent Event.”

~~The~~We use the equity method ~~is used~~ to account for investments inthrough which we have the ability to exercise significant influence, but not control, over the investee. Such investments are recorded ~~within~~in other assets, and ~~the~~our share of net income or ~~losses of equity investments~~loss is recognized on a one quarter lag in other income, net.

Redeemable Noncontrolling Interests

Noncontrolling interests represent the portion of equity (net assets) in Helix, our consolidated but not wholly-owned entity, that is neither directly nor indirectly attributable to us. Noncontrolling interests with embedded contingent redemption features, such as put rights, that are not solely within our control are considered redeemable noncontrolling ~~interests. Redeemable noncontrolling~~ interests, and are presented outside of stockholders’ equity on the condensed consolidated balance sheets.

Fiscal Year

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. The three ~~and six~~ months ended ~~July 1, 2018~~March 31, 2019 and ~~July 2, 2017~~April 1, 2018 were both 13 ~~and 26 weeks, respectively.~~weeks.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

Significant Accounting Policies

During the three ~~and six~~ months ended ~~July 1, 2018,~~March 31, 2019, there have been no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended December ~~31, 2017,~~30, 2018, except as described below.

Recently Adopted Accounting Pronouncements

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~. The new standard is based on the principle that revenue 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 or services. We adopted Topic 606 using the modified retrospective transition method. The cumulative effect of applying the new revenue standard to all incomplete contracts as of January 1, 2018 was not material and, therefore, did not result in an adjustment to retained earnings. There was no material difference to the condensed consolidated financial statements for the three and six months ended July 1, 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 than those 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 net income. This standard was effective for us beginning in the first quarter of 2018. Based on our elections, our strategic equity investments that do not have readily determinable 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. The measurement alternative was applied prospectively and did not result in an adjustment to retained earnings.

~~Recently Issued Accounting Pronouncements~~

In February 2016, the FASB issued ~~Accounting Standards Update (ASU)~~ASU 2016-02, Leases (Topic 842)~~. The new standard~~, which requires lessees to recognize most leases on ~~their~~the balance sheet as lease liabilities with corresponding right-of-use ~~assets. ASU 2016-02 is~~assets and to disclose key information about leasing arrangements. We adopted Topic 842 on its effective ~~for us beginning~~date in the first quarter of ~~2019. Currently, the standard will be adopted on~~2019 using a modified retrospective transition basis for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The FASB has proposed an alternative method to adopt the lease standardapproach by recognizing a cumulative-effect adjustment to ~~the opening balance of~~ retained earnings inas of December 31, 2018. We elected the period of adoption. We plan to utilize this alternative adoption method, if finalized by the FASB. In order to adopt the new standard in the first quarter of fiscal 2019, we are currently designing and implementing changes to our systems, processes, policies, and controls for lease accounting. We expect to elect the standard’savailable package of practical expedients onupon adoption, which ~~allows~~allowed us to carry forward our historical assessment of whether existing agreements ~~contain~~contained a lease and the classification of our existing ~~lease agreements.~~operating leases. We ~~do not expect to elect the standard’s available hindsight practical expedient on adoption. While we~~ continue to ~~review~~report our ~~existing~~financial position as of December 30, 2018 under the former lease ~~agreements and assess~~accounting standard (Topic 840) in our condensed consolidated balance sheet.

The following table summarizes the ~~effects~~impact of ~~adoption, we believe the new standard will have a material effect~~Topic 842 on our condensed consolidated ~~financial statements and disclosures. We expect substantially all~~balance sheet upon adoption on December 31, 2018 (in millions):



	December 31, 2018 (unaudited)
	Pre-adoption		Adoption Impact			Post-adoption
ASSETS
Prepaid expenses and other current assets	$	78	$	(8	)	$	70
Property and equipment, net	1,075		(241		)	834
Operating lease right-of-use assets	—		579			579
Deferred tax assets, net	70		6			76
Total assets	$	1,223	$	336		$	1,559
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accrued liabilities	$	513	$	36		$	549
Operating lease liabilities	—		722			722
Long-term debt	1,107		(269		)	838
Other long-term liabilities	359		(135		)	224
Retained earnings	3,083		(18		)	3,065
Total liabilities and stockholders’ equity	$	5,062	$	336		$	5,398

The adoption impact summarized above was primarily due to the recognition of ~~our real-estate~~ operating ~~lease commitments will be recognized as~~ lease liabilities with corresponding right-of-use assets ~~upon adoption, resulting in a significant increase in~~based on the present value of our remaining minimum lease payments, and the derecognition of existing fixed assets and ~~liabilities on the consolidated balance sheet. We are currently evaluating the impact~~financing obligations related to build-to-suit leasing arrangements that, under Topic 840, did not qualify for sale-leaseback accounting. The difference between these amounts, net of ~~Topic 842 on the consolidated financial statements~~deferred tax, was recorded as ~~it relates~~a cumulative-effective adjustment to ~~other aspects of our business.~~retained earnings.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ~~Accounting Standards Update (ASU)~~ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial 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.

Revenue Recognition

Our revenue is generated primarily from the sale of products and services. Product revenue primarily consists of sales of instruments and consumables used in genetic analysis. Service and other revenue primarily consists of revenue generated from genotyping and sequencing services and instrument service contracts.

We recognize revenue when control of our products and services is transferred to our customers in an amount that reflects the consideration we expect to receive from our customers in exchange for those products and services. This process involves identifying the contract with a customer, determining the performance 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 a contract 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 is separately 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. ~~We recognize revenue for satisfied performance obligations only when we determine there are no uncertainties regarding payment terms or transfer of control.~~

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; ~~the term between invoicing~~ and ~~when~~ payment is typically due ~~is not significant.~~within 60 days from invoice. In instances where right of payment or transfer of title is contingent upon the customer’s acceptance of the product, revenue is deferred until all acceptance criteria have been met. Revenue from instrument service contracts is recognized as the services are rendered, typically evenly over the contract term. Revenue from genotyping and sequencing services is recognized when earned, which is generally at the time the genotyping or sequencing analysis data is made available to the ~~customer or agreed-upon milestones are reached.~~customer.

Revenue is recorded net of discounts, distributor commissions, and sales taxes collected on behalf of governmental authorities. Employee sales commissions are recorded as selling, general and administrative expenses when incurred as the amortization period for such costs, if capitalized, would have been one year or less.

We regularly enter into contracts with multiple performance obligations. ~~Such~~Revenue recognition for contracts with multiple deliverables is based on the separate satisfaction of each distinct performance obligation within the contract. Most performance obligations are generally satisfied within a short time frame, approximately three to six months after the contract execution date. ~~Revenue recognition for contracts with multiple deliverables is based on~~As of March 31, 2019, the ~~separate, distinct~~aggregate amount of the transaction price allocated to remaining performance obligations ~~within~~was $1,083 million, of which approximately 85% is expected to be converted to revenue in the ~~contract. We do not disclose~~next twelve months, with the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.remainder thereafter.

The contract price is allocated to each performance obligation in proportion to its standalone selling price. We determine our best estimate of standalone selling price using average selling prices over a rolling 12-month period coupled with an assessment of current market conditions. If the product or service has no history of sales or if the sales volume is not sufficient, we rely upon prices set by ~~our pricing committee,~~management, adjusted for applicable discounts.

Contract liabilities, which consist of deferred revenue and customer deposits, as of ~~July 1, 2018~~March 31, 2019 and December ~~31, 2017~~30, 2018 were ~~$196~~$201 million and ~~$181~~$206 million, respectively, of which the short-term portions of ~~$168~~$169 million and ~~$150~~$175 million, respectively, were recorded in accrued liabilities and the remaining long-term portions were recorded in other long-term liabilities. Revenue recorded induring the three ~~and six~~ months ended ~~July 1, 2018~~March 31, 2019 included ~~$34 million and $102~~$64 million of previously deferred revenue that was included in contract liabilities as of December ~~31, 2017.~~30, 2018. Contract assets as of ~~July 1, 2018~~March 31, 2019 and December ~~31, 2017~~30, 2018 were not material.

In certain markets, products and services are sold to customers through distributors. In most sales through distributors, the product is delivered directly to ~~customers.~~customers by us. The terms of sales transactions through distributors are consistent with the terms of direct sales to customers.

The following ~~tables represent~~table represents revenue by source (in millions):

Three Months Ended
July 1,
2018 July 2,
2017
Sequencing Microarray Total Sequencing Microarray Total
Consumables $ 455
$ 85
$ 540
$ 338
$ 64
$ 402
Instruments 123
4
127
130
6
136
Other product 6
—
6
5
—
5
Total product revenue 584
89
673
473
70
543
Service and other revenue 106
51
157
77
42
119
Total revenue $ 690
$ 140
$ 830
$ 550
$ 112
$ 662


	Six Months Ended												Three Months Ended
	July 1, 2018						July 2, 2017						March 31, 2019						April 1, 2018
	Sequencing		Microarray		Total		Sequencing		Microarray		Total		Sequencing		Microarray		Total		Sequencing		Microarray		Total
Consumables	$	873	$	172	$	1,045	$	656	$	132	$	788	$	481	$	75	$	556	$	422	$	88	$	510
Instruments	235		9		244		225		11		236		105		6		111		112		6		118
Other product	11		1		12		9		1		10
Total product revenue	1,119		182		1,301		890		144		1,034		586		81		667		534		94		628
Service and other revenue	202		109		311		155		72		227		113		66		179		96		58		154
Total revenue	$	1,321	$	291	$	1,612	$	1,045	$	216	$	1,261	$	699	$	147	$	846	$	630	$	152	$	782

Revenue related to our ~~Consolidated VIEs~~consolidated VIE, Helix, is included in sequencing ~~services~~service and other revenue.

The following table represents revenue by geographic area, based on region of destination (in millions):


	Three Months Ended				Six Months Ended				Three Months Ended
	July 1, 2018		July 2, 2017		July 1, 2018		July 2, 2017		March 31, 2019		April 1, 2018
United States	$	445	$	374	$	861	$	699
Europe	196		145		380		271
Americas									$	473	$	440
Europe, Middle East, and Africa									210		194
Greater China (1)	107		78		185		134		88		78
Asia-Pacific ~~(1)~~	55		46		125		113		75		70
Other markets	27		19		61		44
Total revenue	$	830	$	662	$	1,612	$	1,261	$	846	$	782

(1) ~~Revenue for the Greater China region, which consists of~~Region includes revenue from China, Taiwan, and Hong ~~Kong, is reported separately from the Asia-Pacific region.~~Kong.

Earnings per Share

Basic earnings per share attributable to Illumina stockholders is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share attributable to Illumina stockholders is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Per-share earnings of our ~~VIEs~~consolidated VIE, Helix, are included in the consolidated basic and diluted earnings per share computations based on our share of ~~the VIE’s~~Helix’s securities.

Potentially dilutive common shares consist of shares issuable under convertible senior notes and equity awards. Convertible senior notes have a dilutive impact when the average market price of our common stock exceeds the applicable conversion price of the respective notes. Potentially dilutive common shares from equity awards are determined using the average share price for each period under the treasury stock method. In addition, proceeds from exercise of equity awards and the average amount of unrecognized compensation expense for equity awards are assumed to be used to repurchase shares.

The following istable presents the calculation of weighted average shares used to calculate basic and diluted earnings per share (in millions):


	Three Months Ended		Six Months Ended		Three Months Ended
	July 1, 2018	July 2, 2017	July 1, 2018	July 2, 2017	March 31, 2019	April 1, 2018
Weighted average shares outstanding	147	146	147	146	147	147
Effect of potentially dilutive common shares from:
Convertible senior notes					1	—
Equity awards	1	1	1	1	1	1
Weighted average shares used in calculating diluted earnings per share	148	147	148	147	149	148
Potentially dilutive shares excluded from calculation due to anti-dilutive effect					1	—

2. Balance Sheet Account Details

~~Short-Term~~ Investments

~~The following is a summary of~~Debt Securities

Available-for-sale debt securities, included in short-term investments, consisted of the following (in millions):


	July 1, 2018							December 31, 2017							March 31, 2019									December 30, 2018
	Amortized Cost		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value
Available-for-sale debt securities:
Debt securities in government sponsored entities	$	25	$	—		$	25	$	67	$	—		$	67	$	21	$	—	$	—		$	21	$	21	$	—	$	—		$	21
Corporate debt securities	643		(1		)	642		423		(2		)	421		716		2		(1		)	717		1,060		—		(2		)	1,058
U.S. Treasury securities	504		(3		)	501		433		(1		)	432		566		—		—			566		1,250		1		(1		)	1,250
Total available-for-sale debt securities	$	1,172	$	(4	)	$	1,168	$	923	$	(3	)	$	920
Total															$	1,303	$	2	$	(1	)	$	1,304	$	2,331	$	1	$	(3	)	$	2,329

Realized gains and losses are determined based on the specific identification method and are reported in interest income.

Contractual maturities of available-for-sale debt securities, as of ~~July 1, 2018~~March 31, 2019, were as follows (in millions):


	Estimated Fair Value		Estimated Fair Value
Due within one year	$	525	$	711
After one but within five years	643		593
Total	$	1,168	$	1,304

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 accompanying condensed consolidated balance sheets.

~~Strategic Investments~~Equity Securities

Our equity securities are strategic investments primarily in privately held companies.

The carrying ~~amounts~~values of our ~~strategic~~non-marketable equity ~~investments~~securities without readily determinable ~~fair~~market values are initially measured at cost and ~~are remeasured~~adjusted to fair value for ~~impairment and~~ observable ~~price changes in orderly~~ transactions for ~~identifiable~~identical or similar investments of the same ~~issuer.~~

issuer or impairment. Unrealized gains and losses on non-marketable equity securities are recognized in other income, net. As of ~~July 1, 2018~~March 31, 2019 and December ~~31, 2017~~30, 2018, the aggregate carrying amounts of our ~~strategic~~non-marketable equity investments without readily determinable fair values were $~~263~~230 million and $~~250~~231 million, respectively, included in other assets.

One of our non-marketable equity investments is a VIE for which we have concluded that we are not the primary beneficiary, and therefore, we do not consolidate this VIE in our consolidated financial statements. We have determined our maximum exposure to loss, as a result of our involvement with the VIE, to be the carrying value of our investment, which was $189 million as of March 31, 2019 and December 30, 2018.

Our marketable equity security is measured at fair value. Unrealized gains and losses are recognized in other income, net. As of March 31, 2019 and December 30, 2018, the fair value of our marketable equity investment was $41 million and $39 million, respectively, included in short-term investments.

Revenue recognized from transactions with ~~such companies~~our strategic equity investees was ~~$36~~$15 million and ~~$72~~$36 million ~~respectively,~~ for the three ~~and six~~ months ended ~~July~~March 31, 2019 and April 1, 2018, ~~and $35 million and $58 million, respectively, for the three and six months ended July 2, 2017.~~respectively.

Venture Fund

We invest in a venture capital investment fund (the Fund) with a capital commitment of $100 million that is callable ~~over ten years,~~through April 2026, of which ~~$77~~$66 million ~~remains~~remained callable as of ~~July 1, 2018.~~March 31, 2019. Our investment in the Fund is accounted for

as an equity-method investment. The carrying amounts of the Fund, included in other assets, were ~~$21~~$38 million and ~~$16~~$29 million as of ~~July 1, 2018~~March 31, 2019 and December ~~31, 2017,~~30, 2018, respectively.

Inventory

Inventory consisted of the following (in millions):


	July 1, 2018		December 31, 2017		March 31, 2019		December 30, 2018
Raw materials	$	101	$	93	$	115	$	117
Work in process	212		188		234		218
Finished goods	49		52		63		51
Total inventory	$	362	$	333	$	412	$	386

Property and Equipment

Property and equipment, net consisted of the following (in millions):


	July 1, 2018			December 31, 2017			March 31, 2019			December 30, 2018
Leasehold improvements	$	483		$	331		$	622		$	567
Machinery and equipment	347			316			390			382
Computer hardware and software	214			185			256			217
Furniture and fixtures	41			34			48			45
Buildings	279			155			44			285
Construction in progress	148			326			46			100
Total property and equipment, gross	1,512			1,347			1,406			1,596
Accumulated depreciation	(476		)	(416		)	(554		)	(521		)
Total property and equipment, net	$	1,036		$	931		$	852		$	1,075

Property and equipment, net included non-cash expenditures of ~~$42~~$17 million and ~~$94~~$33 million for the ~~six~~three months ended ~~July~~March 31, 2019 and April 1, 2018, ~~and July 2, 2017,~~ respectively, which were excluded from the condensed consolidated statements of cash flows. Such non-cash expenditures included ~~$16 million and $60~~$6 million recorded under build-to-suit lease accounting for the ~~six~~three months ended ~~July~~April 1, ~~2018 and July 2, 2017, respectively.~~2018.

~~Intangible Assets~~As of December 30, 2018, property and ~~Goodwill~~

~~On May 14,~~equipment, net included $241 million of project construction costs paid or reimbursed by our landlord related to our build-to-suit leases that did not qualify for sale-leaseback accounting under Topic 840. Upon adoption of Topic 842 on December 31, 2018, we ~~acquired Edico Genome, a provider~~derecognized the Buildings related to our build-to-suit leasing arrangements and began to account for these leases as operating leases. See note “1. Basis of ~~data analysis acceleration solutions~~Presentation and Summary of Significant Accounting Policies” for ~~next-generation sequencing (NGS) for total cash consideration~~further details on the adoption impact of $100 million, net of cash acquired. As a result of this transaction, we recorded $56 million as goodwill. 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.Topic 842.

Leases

We ~~test~~lease approximately 2.7 million square feet of office, lab, and manufacturing facilities under various non-cancellable operating lease agreements (real estate leases). Our real estate leases have remaining lease terms of 1 to 20 years, which represent the ~~carrying~~non-cancellable periods of the leases and include extension options that we determined are reasonably certain to be exercised. We exclude extension options that are not reasonably certain to be exercised from our lease terms, ranging from 6 months to 20 years. Our lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms as well as payments for common-area-maintenance and administrative services. We often receive customary incentives from our landlords, such as reimbursements for tenant improvements and rent abatement periods, which effectively reduce the total lease payments owed for these leases.

Operating lease right-of-use assets and liabilities on our condensed consolidated balance sheets represent the present value of ~~goodwill~~our remaining lease payments over the remaining lease terms. We do not allocate lease payments to non-lease components; therefore, fixed payments for common-area-maintenance and administrative services are included in ~~accordance with accounting rules on impairment of goodwill, which require us~~our operating lease right-of-use assets and liabilities. We use our incremental borrowing rate to ~~estimate~~calculate the ~~fair~~present value of ~~each reporting unit annually, or when impairment indicators exist, and compare such amounts to their respective carrying values to determine if an impairment is required. We performed~~our lease payments, as the ~~annual assessment for goodwill impairment~~implicit rates in ~~the second quarter of 2018, noting no impairment.~~ our leases are not readily determinable.

~~Changes to goodwill during~~As of March 31, 2019, the ~~six months ended July 1, 2018~~maturities of our operating lease liabilities were as follows (in millions):

Goodwill
Balance as of December 31, 2017 $ 771
Current period acquisitions 60
Balance as of July 1, 2018 $ 831



	Remaining Lease Payments
2019	$	64
2020	85
2021	82
2022	85
2023	86
Thereafter	621
Total remaining lease payments	1,023
Less: imputed interest	(253		)
Total operating lease liabilities	770
Less: current portion	(52		)
Long-term operating lease liabilities	$	718
Weighted-average remaining lease term	12 years
Weighted-average discount rate	4.6		%

The components of our lease costs included in our condensed consolidated statements of income were as follows (in millions):



	Three months ended
	March 31, 2019
Operating lease costs	$	22
Sublease income	(3		)
Total lease costs	$	19

Operating lease costs consist of the fixed lease payments included in our operating lease liabilities and are recorded on a straight-line basis over the lease terms. We ~~perform regular reviews~~sublease certain real estate to ~~determine if any event has occurred that may indicate our identifiable intangible assets are potentially impaired. During the six months ended July 2, 2017, we performed~~third parties and this sublease income is also recorded on 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 six months ended July 2, 2017, we recorded a $5 million impairment charge in research and development related to an in-process research and development project that was determined to have no future alternative use.straight-line basis.

Derivatives

We are exposed to foreign exchange rate risks in the normal course of business. We enter into foreign exchange contracts to manage foreign currency risks related to monetary assets and liabilities that are denominated in currencies other than the U.S. dollar. These foreign exchange contracts are carried at fair value in other current assets or accrued liabilities and are not designated as hedging instruments. Changes in the value of the derivatives are recognized in other income, net, along with the remeasurement gain or loss on the foreign currency denominated assets or liabilities.

As of ~~July 1, 2018,~~March 31, 2019, we had foreign exchange forward contracts in place to hedge exposures in the euro, Japanese yen, Australian dollar, Canadian dollar, Singapore dollar, and ~~Canadian dollar.~~British pound. As of ~~July 1, 2018~~March 31, 2019 and December ~~31, 2017,~~30, 2018, the total notional amounts of outstanding forward contracts in place for foreign currency purchases were ~~$95~~$272 million and ~~$88~~$122 million, respectively.

Accrued Liabilities

Accrued liabilities consisted of the following (in millions):


	July 1, 2018		December 31, 2017		March 31, 2019		December 30, 2018
Contract liabilities, current portion	$	168	$	150	$	169	$	175
Accrued compensation expenses	142		177		105		193
Accrued taxes payable	67		50		83		82
Other	45		55
Operating lease liabilities, current portion					52		—
Other, including warranties					64		63
Total accrued liabilities	$	422	$	432	$	473	$	513

Warranties

We generally provide a one-year warranty on instruments. Additionally, we provide a warranty on consumables through the expiration date, which generally ranges from six to twelve months after the manufacture date. At the time revenue is recognized, an accrual is established for estimated warranty expenses based on historical experience as well as anticipated product performance. We periodically review the warranty reserve for adequacy and adjust the warranty accrual, if necessary, based on actual experience and estimated costs to be incurred. Warranty expense is recorded as a component of cost of product revenue.

Changes in the reserve for product warranties during the three ~~and six~~ months ended ~~July 1, 2018~~March 31, 2019 and ~~July 2, 2017~~April 1, 2018 were as follows (in millions):


	Three Months Ended						Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
Balance at beginning of period	$	16		$	12		$	17		$	13		$	19		$	17
Additions charged to cost of product revenue	6			7			12			11			3			6
Repairs and replacements	(7		)	(5		)	(14		)	(10		)	(6		)	(7		)
Balance at end of period	$	15		$	14		$	15		$	14		$	16		$	16

~~Investments~~Investment in ~~Consolidated VIEs~~

Helix ~~Holdings I, LLC~~

In July 2015, we obtained a 50% voting equity ownership interest in Helix Holdings I, LLC (Helix), a limited liability company formed with unrelated third-party investors to pursue the development and commercialization of a marketplace for consumer genomics. We determined that Helix is a VIE as the holders of the at-risk equity investments as a group lack the power to direct the activities of Helix that most significantly impact Helix’s economic performance. Additionally, we determined that we have (a) unilateral power over one of the activities that most significantly impacts the economic performance of Helix through its contractual arrangements and no one individual party has unilateral power over the remaining significant activities of Helix and (b) the obligation to absorb losses of and the right to receive benefits from Helix that are potentially significant to Helix. As a result, we are deemed to be the 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 discounted supply 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 ~~six months~~year ended ~~July 1,~~December 30, 2018, we made additional investments of $100 million in exchange for voting equity interests in Helix. During the three months ended March 31, 2019, we did not provide any other financial or other support to Helix that we were not previously contractually required to provide. As of ~~July 1, 2018,~~March 31, 2019, the noncontrolling 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 market value. Such redemption right is exercisable at the option of certain noncontrolling interest holders after January 1, 2021, provided that a bona fide pursuit of the 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, the redeemable noncontrolling interests in Helix are classified outside of stockholders’ equity on the accompanying condensed consolidated balance sheets. The balance of the redeemable noncontrolling interests is reported at the greater of its carrying value after receiving its allocation of Helix’s profits and losses or its estimated redemption fair value at each reporting date. The fair value of the redeemable noncontrolling interests is considered a Level 3 instrument.

As of ~~July 1, 2018,~~March 31, 2019, the accompanying condensed consolidated balance sheet included ~~$171~~$106 million of cash, ~~and~~ cash equivalents, and short-term investments attributable to Helix that will be used to settle its respective obligations and will not be available to settle obligations of Illumina. The remaining assets and liabilities of Helix were not significant to our financial position as of ~~July 1, 2018.~~March 31, 2019. Helix had an immaterial impact on our condensed consolidated statements of income and cash flows for the three ~~and six~~ months ended ~~July 1, 2018.~~

~~GRAIL, Inc.~~

~~In 2016, we obtained a majority equity ownership interest in GRAIL, a company formed with unrelated third-party investors~~March 31, 2019. Refer to develop a blood test for early-stage cancer detection. At that time, we determined that GRAIL was a VIE as the entity lacked sufficient equity to finance its activities without additional 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 equity ownership was reduced from 52% to 19%. Additionally, our voting interest was reduced to 13% and we no longer had representation on GRAIL’s board of directors. As a result, we deconsolidated GRAIL’s financial statements effective February 28, 2017 and recorded a pretax gain on deconsolidation of $453 million in other income, net. The operations of GRAIL from January 2, 2017 up to February 28, 2017, the date of deconsolidation, were included in the accompanying condensed consolidated statements of income for the six months ended July 2, 2017. During this period, we absorbed approximately 50% of GRAIL’s losses based upon our proportional ownership of GRAIL’s common stock.

~~The carrying value of the investment recorded in other assets was $189 million and $185 million as of July 1, 2018 and December 31, 2017, respectively.~~

note “10. Subsequent Event.”

Redeemable Noncontrolling Interests

The activity of the redeemable noncontrolling interests during the ~~six~~three months ended ~~July 1, 2018~~March 31, 2019 was as follows (in millions):

Redeemable Noncontrolling Interests
Balance as of December 31, 2017 $ 220
Vesting of redeemable equity awards 1
Net loss attributable to noncontrolling interests (17 )
Adjustment up to the redemption value 13
Balance as of July 1, 2018 $ 217



	Redeemable Noncontrolling Interests
Balance as of December 30, 2018	$	61
Vesting of redeemable equity awards	1
Net loss attributable to noncontrolling interests	(7		)
Adjustment down to the redemption value	(18		)
Balance as of March 31, 2019	$	37

3. Pending Acquisition

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 certain customary closing conditions, including the receipt of certain required antitrust approvals. The Merger Agreement contains certain termination rights and provides that, upon termination of the Merger Agreement under specified circumstances, including but not limited to, a termination of the Merger Agreement in connection with PacBio accepting a superior offer or due to the withdrawal by PacBio’s board of directors of its recommendation of the merger, PacBio will pay us a cash termination fee of $43 million. In certain other circumstances related to antitrust approvals, we may be required to pay PacBio a termination fee of $98 million assuming the other closing conditions not related to antitrust or competition laws have been satisfied.

4. Fair Value Measurements

The following table presents the hierarchy for assets and liabilities measured at fair value on a recurring basis as of ~~July 1, 2018~~March 31, 2019 and December ~~31, 2017~~30, 2018 (in millions):


	July 1, 2018								December 31, 2017								March 31, 2019								December 30, 2018
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds (cash equivalents)	$	1,015	$	—	$	—	$	1,015	$	957	$	—	$	—	$	957	$	1,805	$	—	$	—	$	1,805	$	832	$	—	$	—	$	832
Debt securities in government-sponsored entities	—		25		—		25		—		67		—		67		—		21		—		21		—		21		—		21
Corporate debt securities	—		642		—		642		—		421		—		421		—		717		—		717		—		1,058		—		1,058
U.S. Treasury securities	501		—		—		501		432		—		—		432		566		—		—		566		1,250		—		—		1,250
Marketable equity security																	41		—		—		41		39		—		—		39
Deferred compensation plan assets	—		37		—		37		—		35		—		35		—		43		—		43		—		34		—		34
Total assets measured at fair value	$	1,516	$	704	$	—	$	2,220	$	1,389	$	523	$	—	$	1,912	$	2,412	$	781	$	—	$	3,193	$	2,121	$	1,113	$	—	$	3,234
Liabilities:
Deferred compensation liability	$	—	$	35	$	—	$	35	$	—	$	33	$	—	$	33
Deferred compensation plan liability																	$	—	$	41	$	—	$	41	$	—	$	33	$	—	$	33

We hold available-for-sale securities that consist of highly-liquid, investment-grade debt securities. We consider information provided by our investment accounting and reporting service provider in the measurement of fair value of our debt securities. The investment service provider provides valuation information from an industry-recognized valuation service. Such valuations may be based on trade prices in active markets for identical assets or liabilities (Level 1 inputs) or valuation models using inputs that are observable either directly or indirectly (Level 2 inputs), such as quoted prices for similar assets or liabilities, yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. Our deferred compensation plan assets consist primarily of investments in life insurance contracts carried at cash surrender value, which reflects the net asset value of the underlying publicly traded mutual funds. We perform control procedures to corroborate the fair value of our holdings, including comparing valuations obtained from our investment service provider to valuations reported by our asset custodians, ~~validation of~~validating pricing sources and models, and ~~review of~~reviewing key model inputs, if necessary.

4.5. Debt and Other Commitments

Summary of debt obligations

Debt obligations consisted of the following (dollars in millions):


	July 1, 2018			December 31, 2017			March 31, 2019			December 30, 2018
Principal amount of 2023 Notes outstanding							$	750		$	750
Principal amount of 2021 Notes outstanding							517			517
Principal amount of 2019 Notes outstanding	$	633		$	633		632			633
Principal amount of 2021 Notes outstanding	517			517
Unamortized discount of liability component of convertible senior notes	(60		)	(75		)	(160		)	(175		)
Net carrying amount of liability component of convertible senior notes	1,090			1,075			1,739			1,725
Obligations under financing leases	254			113			—			269
Other	4			4			4			3
Less: current portion	(625		)	(10		)	(631		)	(1,107		)
Long-term debt	$	723		$	1,182		$	1,112		$	890
Carrying value of equity component of convertible senior notes, net of debt issuance cost	$	161		$	161
Carrying value of equity component of convertible senior notes, net of debt issuance costs							$	287		$	287
Fair value of convertible senior notes outstanding (Level 2)	$	1,427		$	1,305		$	2,298		$	2,222
Weighted-average remaining amortization period of discount on the liability component of convertible senior notes	2.4 years			2.8 years			3.8 years			3.9 years

Convertible Senior Notes

0% 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 2023 Notes mature on August 15, 2023, and the implied estimated effective rate of the liability component of the Notes was 3.7%, assuming no conversion option.

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 initial conversion price of approximately $457.77 per share of common stock), only in the following circumstances: (1) during any calendar quarter commencing after 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 at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price in effect on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2023 Notes 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 conversion rate 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 day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events described in the indenture. Regardless of the foregoing circumstances, the holders may convert their notes on or after May 15, 2023 until August 11, 2023.

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 common stock 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 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which 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 and unpaid special interest to, but excluding, the redemption date.

The 2023 Notes were not convertible as of March 31, 2019 and had no dilutive impact during the three months ended March 31, 2019. If the 2023 Notes were converted as of March 31, 2019, 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 2019 Notes and $517 million aggregate principal amount of 2021 Notes. ~~We used the net proceeds plus cash on hand to repurchase outstanding debt.~~ The 2019 and 2021 Notes mature on June 15, 2019 and June 15, 2021, respectively, and the implied estimated effective rates of the liability components of the Notes were 2.9% and 3.5%, respectively, assuming no ~~conversion.~~conversion option.

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 our election, based on an initial conversion rate, subject to adjustment, of 3.9318 shares per $1,000 principal amount of the notes (which represents an initial conversion price of approximately $254.34 per share), only in the following ~~circumstances and to the following extent:~~circumstances: (1) during the five business-day period after any 10 consecutive trading day period (the measurement period) in which the trading price per 2019 and 2021 Notes for each day of such measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such day; (2) during any calendar quarter ~~(and only during that quarter)~~commencing after the calendar quarter 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 in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 130% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per 2019 and 2021 Notes for each day of such measurement period was less 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 occurrence of specified events described in the indenture for the 2019 and 2021 ~~Notes; and (4) at any time~~Notes. Regardless of the foregoing circumstances, the holders may convert their notes on or after March 15, 2019 until June 13, 2019 for the 2019 Notes orand March 15, 2021 until June 11, 2021 for the 2021 ~~Notes, through the second scheduled trading day immediately preceding the maturity date.~~Notes.

~~During the six months ended July 1, 2018, the market price of our common stock exceeded the conversion price of $254.34 and the~~The potential dilutive impact of the 2019 and 2021 notes has been included in our calculation of diluted earnings per ~~share. Neither~~share for the ~~2019 nor the 2021 Notes were convertible as of July 1, 2018.~~three months ended March 31, 2019. If the 2019 and 2021 Notes were converted as of ~~July 1, 2018, the~~March 31, 2019, their if-converted ~~value~~values would exceed ~~the~~their principal ~~amount~~amounts by ~~$127 million. During the six months ended July 1, 2018, the~~$128 million and $105 million, respectively. The carrying ~~value~~values of the 2019 Notes ~~was reclassified to short-term~~were classified as current liabilities as they ~~become~~were convertible as of March 31, 2019 and mature within twelve months of the balance sheet date.

~~Build-to-suit~~Obligations under financing leases

~~We evaluate whether we are the accounting owner of leased assets during the construction period when we are involved in the construction of leased assets.~~ As of ~~July 1,~~December 30, 2018, ~~we were considered the owner~~obligations under financing leases of a construction project for accounting purposes only under build-to-suit lease accounting due to certain indemnification obligations related to the construction. As of July 1, 2018, and December 31, 2017, we recorded $21$269 million ~~and $144 million, respectively, in~~represented project construction costs paid or reimbursed by ~~the~~our landlord ~~as construction in progress and a corresponding~~related to our build-to-suit ~~lease liability.~~

~~During the six months ended July 1, 2018, construction of a build-to-suit property was completed. We concluded we~~leases that did not qualify for ~~“sale-leaseback” treatment~~sale-leaseback accounting under Topic 840. Upon adoption of Topic 842 on December 31, 2018, we derecognized the remaining financing obligations for our build-to-suit leasing arrangements and began to account for these leases as operating leases. See note “1. Basis of Presentation and Summary of Significant Accounting Policies” for further details on the ~~lease is accounted for as a financing obligation. Accordingly, $142 million~~adoption of ~~construction in progress and build-to-suit lease liability were reclassified to building asset and obligations under financing leases, respectively.~~

~~5. Share-based Compensation Expense~~

~~Share-based compensation expense reported in our statements of income was as follows (in millions):~~

Three Months Ended Six Months Ended
July 1,
2018 July 2,
2017 July 1,
2018 July 2,
2017
Cost of product revenue $ 4
$ 3
$ 8
$ 6
Cost of service and other revenue 1
1
2
1
Research and development 15
12
30
26
Selling, general and administrative 30
23
58
56
Share-based compensation expense before taxes 50
39
98
89
Related income tax benefits (11 ) (12 ) (21 ) (23 )
Share-based compensation expense, net of taxes $ 39
$ 27
$ 77
$ 66

The assumptions used for the specified reporting periods and the resulting estimates of weighted-average fair value per share for stock purchased under the Employee Stock Purchase Plan (ESPP) during the ~~six~~ ~~months ended~~ ~~July 1, 2018~~ ~~were as follows:~~

Employee Stock Purchase Rights
Risk-free interest rate 1.22% - 1.89%
Expected volatility 29% - 39%
Expected term 0.5 - 1.0 year
Expected dividends 0 %
Weighted-average fair value per share $ 58.09

As of July 1, 2018, approximately $328 million of unrecognized compensation cost related to restricted stock and ESPP shares granted to date was expected to be recognized over a weighted-average period of approximately 2.3 years.Topic 842.

6. Stockholders’ Equity

As of ~~July 1, 2018,~~March 31, 2019, approximately ~~5.5~~4.8 million shares remained available for future grants under the 2015 Stock Plan.

Restricted Stock

Restricted stock activity ~~and related information~~ for the ~~six~~three months ended ~~July 1, 2018~~March 31, 2019 was as follows (units in thousands):


	Restricted Stock Units (RSU)		Performance Stock Units (PSU)(1)			Weighted-Average Grant-Date Fair Value per Share							Restricted Stock Units (RSU)			Performance Stock Units (PSU)(1)			Weighted-Average Grant-Date Fair Value per Share
	Restricted Stock Units (RSU)				RSU				PSU						RSU				PSU
Outstanding at December 31, 2017	2,085		Performance Stock Units (PSU)(1)	542			$	172.92			$	166.15	Restricted Stock Units (RSU)
Outstanding at December 30, 2018													1,840			Performance Stock Units (PSU)(1)		660			$	227.00			$	196.99
Awarded	60		172			$	257.00			$	170.08		24			—			$	291.79			$	—
Vested	(103	)	—			$	159.10			—			(28	)		—			$	176.83			—
Cancelled	(132	)	(20	)		$	169.22			$	163.78		(43	)		(39	)		$	204.64			$	163.53
Outstanding at July 1, 2018	1,910		694			$	176.56			$	167.19
Outstanding at March 31, 2019													1,793			621			$	229.18			$	199.48


(1)	The number of units reflect the estimated number of shares to be issued at the end of the performance period.

Stock Options

Stock option activity during the ~~six~~three months ended ~~July 1, 2018~~March 31, 2019 was as follows:

Options
(in thousands)

Weighted-Average
Exercise Price
Outstanding at December 31, 2017 322
$ 46.93
Exercised (63 ) $ 34.15
Outstanding and exercisable at July 1, 2018 259
$ 50.01



	Options (in thousands)		Weighted-Average Exercise Price
Outstanding at December 30, 2018	192		$	54.52
Exercised	(34	)	$	47.86
Outstanding and exercisable at March 31, 2019	158		$	55.95

ESPP

The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower. During the ~~six~~three months ended ~~July 1, 2018~~March 31, 2019, approximately 0.1 million shares were issued under the ESPP. As of ~~July 1, 2018~~March 31, 2019, there were approximately ~~13.9~~13.6 million shares available for issuance under the ESPP.

Share Repurchases

On ~~July 28, 2016,~~February 6, 2019, our Board of Directors authorized a new share repurchase program, which ~~superseded~~supersedes all prior and available repurchase authorizations, to repurchase ~~$250 million of outstanding common stock. During the year ended December 31, 2017, we repurchased 0.6 million shares for $101 million, completing the share repurchase program.~~

On May 4, 2017, our Board of Directors authorized a share repurchase program to repurchase $250 million of outstanding common stock. During the year ended December 31, 2017, we repurchased 0.8 million shares for $150 million from this program.

~~On May 1, 2018, our Board of Directors authorized an additional share repurchase program to repurchase $150~~$550 million of outstanding common stock. The repurchases may be completed under a 10b5-1 plan or at management’s discretion. During the three months ended March 31, 2019, we repurchased 0.2 million shares for approximately $63 million. Authorizations to repurchase ~~$250~~approximately $488 million of our common stock remained available as of ~~July 1, 2018.~~March 31, 2019.

Share-based Compensation

Share-based compensation expense reported in our condensed consolidated statements of income was as follows (in millions):



	Three Months Ended
	March 31, 2019			April 1, 2018
Cost of product revenue	$	5		$	4
Cost of service and other revenue	1			1
Research and development	18			15
Selling, general and administrative	27			28
Share-based compensation expense before taxes	51			48
Related income tax benefits	(10		)	(10		)
Share-based compensation expense, net of taxes	$	41		$	38



	Employee Stock Purchase Rights
Risk-free interest rate	1.89% - 2.56%
Expected volatility	30% - 38%
Expected term	0.5 - 1.0 year
Expected dividends	0		%
Weighted-average grant-date fair value per share	$	71.48

As of March 31, 2019, approximately $433 million of total unrecognized compensation cost related to restricted stock and ESPP shares issued to date was expected to be recognized over a weighted-average period of approximately 2.3 years.

7. ~~Income Taxes~~

Our effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in tax jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses and other permanent differences between income before income taxes and taxable income. The effective tax rates for the three and six months ended July 1, 2018 were 13.9% and 12.3%, respectively. For the three and six months ended July 1, 2018, the variance from the U.S. federal statutory tax rate of 21% was primarily attributable to the mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the United Kingdom. For the six

months ended July 1, 2018, the decrease from the federal statutory rate was also attributable to the discrete tax benefit associated with the recognition of prior year losses from our investment in Helix.

We continue to evaluate the impacts of U.S. Tax Reform as we interpret the legislation, including the newly-enacted global intangible low-taxed income (GILTI) provisions which subject our foreign earnings to a minimum level of tax. Because of the complexities of the new legislation, we have not yet elected an accounting policy for GILTI and, therefore, have only included GILTI related to current year operations in our estimated provision for income taxes. Recent FASB guidance indicates that accounting for GILTI either as part of deferred taxes or as a period cost is acceptable. Once further information is gathered and interpretation and analysis of the tax legislation evolves, we will make an appropriate accounting method election.

8. Legal Proceedings

We 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 the developments 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 and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable ~~results~~resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. We regularly review outstanding legal matters to determine the adequacy of the liabilities accrued and related ~~disclosures. The~~disclosures in consideration of many factors, which include, but are 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 the various factors changes and the amount of ultimate loss may differ from ~~these estimates. Each matter presents its own unique circumstances, and prior litigation does not necessarily provide~~our estimates, resulting in a reliable basis on which to predict the outcome, or range of outcomes, in any individual proceeding. Because of the uncertainties related to the occurrence, amount, and range of loss on any pending litigation or claim, we are currently unable to predict their ultimate outcome, and, with respect to any pending litigation or claim where no liability has been accrued, to make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. In the event opposing litigants in outstanding litigations or claims ultimately succeed at trial and any subsequent appeals on their claims, any potential loss or charges in excess of any established accruals, individually or in the aggregate, could have a material ~~adverse~~ effect on our business, financial condition, results of operations, and/or cash ~~flows in the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods.~~flows.

8. Income Taxes

Our effective tax rate may vary from the U.S. federal statutory tax rate due to the change in the mix of earnings in tax jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses and other permanent differences between income before income taxes and taxable income. The effective tax rate for the three months ended March 31, 2019 was 3.9%. For the three months ended March 31, 2019, the decrease from the U.S. federal statutory tax rate of 21% was primarily attributable to a discrete tax benefit related to uncertain tax positions, the mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the United Kingdom, and excess tax benefits related to share-based compensation.

9. Segment Information

We have two reportable segments: Core Illumina and one segment related to the combined activities of our Consolidated VIEs. Our Consolidated VIEs currently include only the operations of Helix, whereas prior to the deconsolidation of GRAIL on February 28, 2017, our Consolidated VIEs included the combined operations of GRAIL and Helix.

We report segment information based on the management approach. This approach designates the internal reporting used by the Chief Operating Decision Maker ~~(“CODM”)~~(CODM) for making decisions and assessing performance as the source of our reportable segments. The CODM allocates resources and assesses the performance of each operating segment using information about its revenue and income (loss) from operations. Based on the information used by the 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 genomic solutions. Core Illumina includes all of our operations, excluding the results of ~~the~~our consolidated ~~VIEs.~~VIE, Helix.

~~Consolidated VIEs:~~Helix:

Helix,: ~~Helix~~ our consolidated VIE, was established to enable individuals to explore their genetic information by providing affordable sequencing and database services for 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 as such, had no revenues through the date of deconsolidation.~~

Management evaluates the performance of our ~~operating~~reportable segments based upon income (loss) from operations. We do not allocate expenses between segments. Core Illumina sells products and provides services to ~~GRAIL and~~ Helix in accordance with contractual agreements between the entities.

The following table presents the operating performance of each reportable segment (in millions):


	Three Months Ended						Six Months Ended						Three Months Ended
	July 1, 2018			July 2, 2017			July 1, 2018			July 2, 2017			March 31, 2019			April 1, 2018
Revenue:
Core Illumina	$	829		$	664		$	1,612		$	1,262		$	846		$	783
Consolidated VIEs	3			2			6			3
Helix													1			3
Elimination of intersegment revenue	(2		)	(4		)	(6		)	(4		)	(1		)	(4		)
Consolidated revenue	$	830		$	662		$	1,612		$	1,261		$	846		$	782

Income (loss) from operations:
Core Illumina	$	246		$	160		$	484		$	244		$	221		$	238
Consolidated VIEs	(20		)	(16		)	(41		)	(50		)
Helix													(18		)	(21		)
Elimination of intersegment earnings	1			(1		)	2			1			1			1
Consolidated income from operations	$	227		$	143		$	445		$	195		$	204		$	218

The following table presents the total assets of each reportable segment (in millions):


	July 1, 2018			December 31, 2017			March 31, 2019			December 30, 2018
Core Illumina	$	5,760		$	5,223		$	7,362		$	6,912
Consolidated VIEs	199			45
Helix							134			154
Elimination of intersegment assets	(108		)	(11		)	(106		)	(107		)
Consolidated total assets	$	5,851		$	5,257		$	7,390		$	6,959

10. Subsequent Event

On April 25, 2019, we entered into an agreement to sell our interest in, and relinquish control over, our consolidated VIE, Helix. In connection with the transaction, the redeemable noncontrolling interest of $37 million as of March 31, 2019 was eliminated, and we will no longer consolidate Helix effective April 25, 2019.

Item 2. 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 of operations, financial condition, and cash flow. It is provided in addition to the accompanying condensed consolidated financial statements and notes. This MD&A is organized 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 condensed consolidated statements of cash flows, changes in our financial position, and our financial commitments.

Off-Balance Sheet Arrangements. We have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates. Discussion of significant changes since our most recent Annual Report on Form 10-K that we believe are important to understanding the assumptions and judgments underlying our condensed consolidated financial statements.

Recent Accounting Pronouncements. Summary of recent accounting pronouncements applicable to our condensed consolidated financial statements.

This MD&A discussion contains forward-looking statements that involve risks and uncertainties. Please see “Consideration Regarding Forward-Looking Statements” ~~at the end~~preceding Item 3 of this ~~MD&A section~~report for additional factors relating to such statements. This MD&A should be read in conjunction with our condensed consolidated financial statements and accompanying notes included in this report and our Annual Report on Form 10-K for the fiscal year ended December ~~31, 2017~~30, 2018. Operating results are not necessarily indicative of results that may occur in future periods.

Business Overview and Outlook

This overview and outlook provides a high-level discussion of our operating results and significant known trends that affect our business. We believe that an understanding of these trends is important to understanding our financial results for the periods being reported herein as well as our future financial performance. This summary is not intended to be exhaustive, nor is it intended to be a substitute for the detailed discussion and analysis provided elsewhere in this report.

About Illumina

We have two reportable segments: Illumina’s core operations (Core Illumina) and one segment related to the activities of our Consolidated VIEs. Our Consolidated VIEs currently include only the operations of Helix, whereas prior to the GRAIL deconsolidation on February 28, 2017, our Consolidated VIEs included the combined operations of GRAIL andconsolidated VIE, Helix. For information on ~~GRAIL and~~ Helix, refer to notes 2, 9, and 910 of the Notes to the Condensed Consolidated Financial Statements provided in 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 emerging segments.

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, drug development, and the development of molecular tests. This portfolio of leading-edge sequencing and array-based solutions ~~address~~addresses a range of genomic complexity 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 price of approximately $1.2 billion (or $8.00 per share), subject to applicable regulatory approvals. We believe PacBio’s highly accurate long reads combined with our highly accurate and scalable short reads will provide researchers and clinicians with a more perfect view of the genome, enhancing their ability to make novel discoveries and broaden clinical utility across a range of applications. The transaction is expected to close mid-2019. See note “3. Pending Acquisition” in Part I, Item 1 of this report for further details regarding this acquisition.

Our financial results have been, and will continue to be, impacted by several significant trends, which are described below. While these trends are important to understanding and evaluating our financial results, this discussion should be read in conjunction with our condensed consolidated financial statements and the notes thereto in Item 1, Part I of this report, and the other transactions, events, and trends discussed in “Risk Factors” in Item 1A, Part II of this report and Item 1A of our Annual Report on Form 10-K for the fiscal year ended December ~~31, 2017~~30, 2018.

Financial Overview

Consolidated financial highlights for ~~the first half of 2018~~Q1 2019 included the following:

~~Net revenue~~

Revenue increased ~~28%~~8% during ~~the first half of 2018~~Q1 2019 to ~~$1.6 billion~~$846 million compared to ~~$1.3 billion~~$782 million in ~~the first half of 2017~~Q1 2018 due to the growth in sales of our consumables ~~services~~ and ~~instruments,~~ services,primarily driven by increases in sequencing. We expect our revenue, as compared to the prior year, to continue to increase in ~~2018.~~2019.

Gross profit as a percentage of revenue (gross margin) was ~~69.0%~~69.1% in ~~the first half of 2018~~Q1 2019 compared to ~~63.6%~~68.8% in ~~the first half of 2017.~~Q1 2018. The gross margin increase was primarily driven by an increase in sequencing consumables as a percentage of total revenue, which generate higher gross margins, and ~~the impairment of~~ an ~~acquired intangible asset and inventory reserves related to product transitions that were recorded~~increase in ~~the first half of 2017.~~revenue generated from a non-recurring licensing agreement. Our gross margin in future periods will depend on several factors, including: market conditions that may impact our ~~pricing power;~~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 for manufacturing operations relative to volume; and product support obligations.

Income from operations as a percentage of revenue ~~increased~~decreased to ~~27.6%~~24.2% in ~~the first half of 2018~~Q1 2019 compared to ~~15.5%~~27.8% in ~~the first half of 2017~~Q1 2018 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 to grow on an absolute basis.

Our effective tax rate was ~~12.3%~~3.9% in Q1 2019 compared to 10.6% in Q1 2018. In Q1 2019, the variance from the U.S. federal statutory tax rate of 21% was primarily attributable to a discrete tax benefit related to uncertain tax positions, the mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the United Kingdom, and excess tax benefits related to share-based compensation.

We ended Q1 2019 with cash, cash equivalents, and short-term investments totaling $3.6 billion as of March 31, 2019, of which approximately $610 million was held by our foreign subsidiaries.

Results of Operations

To enhance comparability, the following table sets forth unaudited condensed consolidated statement of operations data for the specified reporting periods, stated as a percentage of total revenue.



	Q1 2019		Q1 2018
Revenue:
Product revenue	78.8	%	80.3	%
Service and other revenue	21.2		19.7
Total revenue	100.0		100.0
Cost of revenue:
Cost of product revenue	21.5		22.3
Cost of service and other revenue	8.3		7.9
Amortization of acquired intangible assets	1.1		1.0
Total cost of revenue	30.9		31.2
Gross profit	69.1		68.8
Operating expense:
Research and development	20.0		17.5



Selling, general and administrative	24.9		23.5
Total operating expense	44.9		41.0
Income from operations	24.2		27.8
Other income (expense):
Interest income	2.7		0.6
Interest expense	(1.8	)	(1.4	)
Other income, net	2.5		1.2
Total other income, net	3.4		0.4
Income before income taxes	27.6		28.2
Provision for income taxes	1.1		3.0
Consolidated net income	26.5		25.2
Add: Net loss attributable to noncontrolling interests	1.0		1.4
Net income attributable to Illumina stockholders	27.5	%	26.6	%

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. The three-month periods ended March 31, 2019 and April 1, 2018 were both 13 weeks.

Revenue



(Dollars in millions)	Q1 2019		Q1 2018		Change			% Change
Consumables	$	556	$	510	$	46		9	%
Instruments	111		118		(7		)	(6	)
Total product revenue	667		628		39			6
Service and other revenue	179		154		25			16
Total revenue	$	846	$	782	$	64		8	%

Service and other revenue consists primarily of sequencing and genotyping service revenue as well as instrument service contract revenue. Total revenue primarily relates to Core Illumina for all periods presented.

The increase in consumables revenue in Q1 2019 compared to Q1 2018 was primarily due to a $59 million increase in sequencing consumables revenue, driven primarily by growth in theinstrument installed base. Instruments revenue decreased in Q1 2019 primarily due to a $7 million decrease in sequencing instruments revenue driven by timing of NovaSeq shipments, partially offset by increased shipments of our NextSeq instruments. Service and other revenue increased in Q1 2019 as a result of a non-recurring licensing agreement and increased revenue from co-development agreements.

Gross Margin



(Dollars in millions)	Q1 2019			Q1 2018			Change		% Change
Gross profit	$	584		$	538		$	46	9%
Gross margin	69.1		%	68.8		%

The gross margin increase in Q1 2019 was driven primarily by an increase in sequencing consumables as a percentage of total revenue, which generate higher gross margins, and an increase in revenue generated from a non-recurring licensing agreement.

Operating Expense



(Dollars in millions)	Q1 2019		Q1 2018		Change		% Change
Research and development	$	169	$	137	$	32	23	%
Selling, general and administrative	211		183		28		15
Total operating expense	$	380	$	320	$	60	19	%

Core Illumina R&D expense increased by $31 million, or 24%, in Q1 2019, primarily due to increased headcount, as we continue to invest in the ~~first half~~research and development of ~~2018~~new products and enhancements to existing products. Helix R&D expense increased by $1 million in Q1 2019.

Core Illumina SG&A expense increased by $31 million, or 18%, in Q1 2019, primarily due to expenses related to the pending Pacific Biosciences acquisition, increased headcount, and investments in facilities to support the continued growth and scale of our operations. Helix SG&A expense decreased by $3 million in Q1 2019.

Other Income, Net



(Dollars in millions)	Q1 2019			Q1 2018			Change			% Change
Interest income	$	23		$	5		$	18		360	%
Interest expense	(15		)	(11		)	(4		)	36
Other income, net	21			9			12			133
Total other income, net	$	29		$	3		$	26		867	%

Other income, net relates primarily to Core Illumina for all periods presented.

Interest income increased in Q1 2019 as a result of higher yields on our short-term debt securities and higher cash and cash-equivalent balances. Interest expense consisted primarily of accretion of discount on our convertible senior notes and increased in Q1 2019 primarily due to the 2023 Notes issued in August 2018. Other income, net, increased in Q1 2019 primarily due to a $15 million gain resulting from the settlement of a contingency related to the deconsolidation of GRAIL in 2017.

Provision for Income Taxes



(Dollars in millions)	Q1 2019			Q1 2018			Change			% Change
Income before income taxes	$	233		$	221		$	12		5	%
Provision for income taxes	9			24			(15		)	(63	)
Consolidated net income	$	224		$	197		$	27		14	%
Effective tax rate	3.9		%	10.6		%

Our effective tax rate was 3.9% for Q1 2019 compared to ~~27.4%~~10.6% in ~~the first half of 2017.~~Q1 2018. The variance from the U.S. federal statutory tax rate of 21% in Q1 2019 was primarily attributable to a discrete tax benefit related to uncertain tax positions, the ~~first half~~mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the United Kingdom, and excess tax benefits related to share-based compensation. The variance from the U.S. federal statutory tax rate of 21% in Q1 2018 was primarily attributable to the mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the United Kingdom, and the discrete tax benefit associated with the recognition of prior year losses from our investment in Helix.

~~Cash, cash equivalents, and short-term investments were $2.5 billion as of July 1, 2018, of which approximately $655 million was held by our foreign subsidiaries.~~

~~Results of Operations~~

~~To enhance comparability, the following table sets forth our unaudited condensed consolidated statements of income for the specified reporting periods stated as a percentage of total revenue.~~

Q2 2018 Q2 2017 YTD 2018 YTD 2017
Revenue:
Product revenue 81.1 % 82.0 % 80.7 % 82.0 %
Service and other revenue 18.9
18.0
19.3
18.0
Total revenue 100.0
100.0
100.0
100.0
Cost of revenue:
Cost of product revenue 21.8
25.4
22.0
26.5
Cost of service and other revenue 7.8
7.6
7.9
8.2
Amortization of acquired intangible assets 1.1
1.5
1.1
1.7
Total cost of revenue 30.7
34.5
31.0
36.4
Gross profit 69.3
65.5
69.0
63.6
Operating expense:
Research and development 18.2
19.7
17.9
21.8
Selling, general and administrative 23.7
24.2
23.5
26.3
Total operating expense 41.9
43.9
41.4
48.1
Income from operations 27.4
21.6
27.6
15.5
Other income (expense):
Interest income 1.3
0.8
1.0
0.7
Interest expense (1.3 ) (1.2 ) (1.4 ) (1.2 )
Other income, net 0.6
0.1
0.9
36.2
Total other income (expense), net 0.6
(0.3 ) 0.5
35.7
Income before income taxes 28.0
21.3
28.1
51.2
Provision for income taxes 3.9
3.2
3.5
14.1
Consolidated net income 24.1
18.1
24.6
37.1
Add: Net loss attributable to noncontrolling interests 1.1
1.2
1.3
2.2
Net income attributable to Illumina stockholders 25.2 % 19.3 % 25.9 % 39.3 %

~~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. The three and six month periods ended ~~July 1, 2018~~ ~~and~~ ~~July 2, 2017~~ ~~were both 13 and 26 weeks, respectively.~~

~~Revenue~~

(Dollars in millions) Q2 2018 Q2 2017 Change % Change YTD 2018 YTD 2017 Change % Change
Consumables $ 540
$ 402
$ 138
34 % $ 1,045
$ 788
$ 257
33 %
Instruments 127
136
(9 ) (7 ) 244
236
8
3
Other product 6
5
1
20
12
10
2
20
Total product revenue 673
543
130
24
1,301
1,034
267
26
Service and other revenue 157
119
38
32
311
227
84
37
Total revenue $ 830
$ 662
$ 168
25 % $ 1,612
$ 1,261
$ 351
28 %

Other product revenue consists primarily of freight. Service and other revenue consists primarily of sequencing and genotyping service revenue as well as instrument service contract revenue. Total revenue primarily relates to Core Illumina for all periods presented.

The increases in consumables revenue in Q2 2018 and the first half of 2018 were primarily due to a $117 million and $217 million increase in sequencing consumables revenue, respectively, driven by growth in the instrument installed base. Instruments revenue decreased in ~~Q2 2018~~ primarily due to a $7 million decrease in sequencing instruments revenue driven by fewer shipments of our NovaSeq and HiSeq instruments. The increase in instruments revenue in the first half of 2018 was primarily due to a $10 million increase in sequencing instruments revenue driven by shipments of our NovaSeq instrument, which launched in Q1 2017, partially offset by fewer shipments of our HiSeq instruments. Service and other revenue increased in Q2 2018 and the first half of 2018 as a result of increased revenue from~~sequencing services, genotyping, and co-development agreements.~~

~~Gross Margin~~

(Dollars in millions) Q2 2018 Q2 2017 Change % Change YTD 2018 YTD 2017 Change % Change
Gross profit $ 575
$ 434
$ 141
32% $ 1,113
$ 802
$ 311
39%
Gross margin 69.3 % 65.5 % 69.0 % 63.6 %

The gross margin increase in Q2 2018 and the first half of 2018 was primarily driven by increases in consumables as a percentage of revenue, which generate higher gross margins. Gross margin also increased in the first half of 2018 due to the $18 million impairment of an acquired intangible asset and inventory reserves related to product transitions that were recorded in Q1 2017.

~~Operating Expense~~

(Dollars in millions) Q2 2018 Q2 2017 Change % Change YTD 2018 YTD 2017 Change % Change
Research and development $ 151
$ 130
$ 21
16 % $ 288
$ 275
$ 13
5 %
Selling, general and administrative 197
161
36
22
380
332
48
14
Total operating expense $ 348
$ 291
$ 57
20 % $ 668
$ 607
$ 61
10 %

Core Illumina R&D expense increased by $19 million, or 15%, in Q2 2018 and by $17 million, or 7%, in the first half of 2018, primarily due to increased headcount, as we continue to invest in the research and development of new products and enhancements to existing products, and an increase in performance-based compensation. R&D expense of our Consolidated VIEs increased by $2 million in Q2 2018 due to growth in Helix’s operations. R&D expense of our Consolidated VIEs decreased by $4 million in the first half of 2018 primarily due to the deconsolidation of GRAIL in Q1 2017.

Core Illumina SG&A expense increased by $34 million, or 22%, in Q2 2018 and by $57 million, or 19%, in the first half of 2018, primarily due to increased headcount and investment in facilities to support the continued growth and scale of our operations. Core Illumina SG&A expense also increased in Q2 2018 and the first half of 2018 due to an increase in performance-based compensation and a legal contingency gain of $8 million recorded in Q2 2017. SG&A expense of our Consolidated VIEs increased by $2 million in Q2 2018 due to growth in Helix’s operations. SG&A expense of our Consolidated VIEs decreased by $9 million in the first half of 2018 primarily due to the deconsolidation of GRAIL in Q1 2017.

~~Other Income (Expense)~~

(Dollars in millions) Q2 2018 Q2 2017 Change % Change YTD 2018 YTD 2017 Change % Change
Interest income $ 11
$ 5
$ 6
120 % $ 16
$ 9
$ 7
78 %
Interest expense (11 ) (8 ) (3 ) 38
(22 ) (16 ) (6 ) 38
Other income, net 5
1
4
400
14
457
(443 ) (97 )
Total other income (expense), net $ 5
$ (2 ) $ 7
(350 )% $ 8
$ 450
$ (442 ) (98 )%

~~Other income (expense) primarily relates to Core Illumina for all periods presented.~~

~~Interest income increased in Q2 2018 and in the first half of 2018 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 our build-to-suit properties.~~

Other income, net, in Q2 2018 consisted primarily of gains recorded on our strategic investments. Other income, net decreased in the first half of 2018 primarily due to a $453 million gain recorded on the deconsolidation of GRAIL in Q1 2017.

~~Provision for Income Taxes~~

(Dollars in millions) Q2 2018 Q2 2017 Change % Change YTD 2018 YTD 2017 Change % Change
Income before income taxes $ 232
$ 141
$ 91
65 % $ 453
$ 645
$ (192 ) (30 )%
Provision for income taxes 32
21
11
52
56
177
(121 ) (68 )
Consolidated net income $ 200
$ 120
$ 80
67 % $ 397
$ 468
$ (71 ) (15 )%
Effective tax rate 13.9 % 15.2 % 12.3 % 27.4 %

For U.S. federal purposes, the corporate statutory income tax rate was reduced from 35% to 21%, effective for our 2018 tax year. The provisional impact of U.S. Tax Reform is our current best estimate based on a preliminary review of the new law and is subject to revision based on our existing accounting for income taxes policy as further information is gathered, and interpretation and analysis of the tax legislation evolves. The Securities and Exchange Commission has issued rules allowing for a measurement period of up to one year after the enactment date of U.S. Tax Reform to finalize the recording of the related tax impacts. Any future changes to our provisional estimated impact of U.S. Tax Reform will be included as an adjustment to the provision for income taxes.

Our effective tax rate was 13.9% for Q2 2018 compared to 15.2% in Q2 2017. The variance from the U.S. federal statutory tax rate of 21% in Q2 2018 was primarily impacted 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 United Kingdom. The variance from the U.S. federal statutory tax rate of 35% in Q2 2017 was primarily impacted 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 United Kingdom, and excess tax benefits related to share-based compensation.

Our effective tax rate was 12.3% for the first half of 2018 compared to 27.4% for the first half of 2017. For the first half of 2018, the variance from the U.S. federal statutory tax rate of 21% was primarily attributable to the mix of earnings in jurisdictions with lower statutory tax rates than the U.S. federal statutory tax rate, such as in Singapore and the United Kingdom, and the discrete benefit associated with the recognition of prior year losses from our investment in Helix. For the first half of 2017, the variance from the U.S. federal statutory tax rate of 35% was primarily attributable to the mix of earnings in jurisdictions with lower statutory rates than the U.S. federal statutory rate, such as in Singapore and the United Kingdom, and excess tax benefits related to share-based compensation, partially offset by the discrete tax impact of $150 million from the gain on deconsolidation of GRAIL.

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 different statutory tax rates and the other factors discussed in the risk factor “We are subject to risks related to taxation in multiple jurisdictions” in Part I Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Based on our initial interpretation and analysis of U.S. Tax Reform and projected future financial results, we anticipate that our effective tax rate will trend lower than the U.S. federal statutory tax rate in the future due to the portion of our earnings that will be subject to lower statutory tax rates. As further information is gathered, and interpretation and analysis of the tax legislation evolves, we will update our estimate of the future effective tax rate. As a result of the Ninth Circuit decision on July 24, 2018 to overturn a U.S. Tax Court opinion provided in Q3 2015 that stock compensation should be excluded from cost sharing charges, we anticipate our effective tax rate may be adversely impacted. The final resolution of this case is uncertain and we are still evaluating, but if it is determined that the outcome of this decision is more likely than not, we anticipate a discrete tax detriment of less than $30 million could be recorded and then a modest ongoing impact thereafter.

30, 2018.

Liquidity and Capital Resources

At ~~July 1, 2018~~March 31, 2019, we had approximately $~~1.3~~2.3 billion in cash and cash equivalents, of which approximately ~~$655~~$610 million was held by our foreign subsidiaries. Cash and cash equivalents held by Helix as of ~~July 1, 2018~~March 31, 2019 were ~~$171~~$28 million. Cash and cash equivalents increased by ~~$119 million~~$1.1 billion from December ~~31, 2017,~~30, 2018, 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.~~operations and, from time to time, issuances of debt. Our ability to generate cash from operations provides us with the financial flexibility we need to meet operating, investing, and financing needs. ~~We currently do not expect our foreign earnings generated in 2018 to be indefinitely invested in the foreign jurisdictions.~~

Historically, we have liquidated our short-term investments and/or issued debt and equity securities to finance our business needs as a supplement to cash provided by operating activities. As of ~~July 1, 2018~~March 31, 2019, we had $~~1.2~~1.3 billion in short-term ~~investments.~~investments,including $78 million held by Helix. Our short-term investments ~~include~~are predominantly comprised of marketable securities consisting of U.S. government-sponsored entities, corporate debt securities, and U.S. Treasury securities.

Our convertible senior notes due on June 15, 2019 have an aggregate principal balance of $632 million. The notes became convertible on March 15, 2019 and remain convertible through June 13, 2019. It is our intent and policy to settle conversions of the notes through combination settlement; this involves repayment of an amount of cash equal to the principal amount and delivery of the excess of conversion value over the principal amount in shares of common stock. Our convertible senior notes due in 2021 and 2023 were not convertible as of March 31, 2019.

We anticipate that our current cash, cash equivalents, and short-term investments, together with cash provided by operating activities are sufficient to fund our near-term capital and operating needs for at least the next 12 ~~months.~~months including the repayment of $632 million in convertible senior notes and the pending acquisition of PacBio for a cash price of approximately $1.2 billion. Operating needs include the planned costs to operate our business, including amounts required to fund working capital and 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 support resources 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;

~~potential early~~ 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; and~~

~~the one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred in accordance with the Tax Cuts and Jobs Act (U.S. Tax Reform) enacted on December 22, 2017.~~

~~Our convertible senior notes due in 2019 and 2021 were not convertible as of July 1, 2018. Our convertible senior notes due in 2019 are convertible at any time on or after March 15, 2019.~~stock.

On ~~May 4, 2017,~~February 6, 2019, our Board of Directors authorized a new share repurchase program, which supersedes all prior and available repurchase authorizations, to repurchase ~~$250~~$550 million of outstanding common stock. ~~On May 1, 2018, our Board of Directors increased the share repurchase authorization by $150 million.~~ The repurchases may be completed under a 10b5-1 plan or at management’s discretion. Authorizations to repurchase ~~$250~~$488 million of our common stock remained available as of ~~July 1, 2018.~~March 31, 2019.

Certain noncontrolling Helix investors may require Illumina to redeem certain noncontrolling interests in cash at the then approximate redemption fair market value. Such redemption right is exercisable at the option of certain noncontrolling interest holders after January 1, 2021, provided that a bona fide pursuit of the sale of Helix has occurred and an initial public offering of Helix has not been completed. The fair value of the redeemable noncontrolling interests related to Helix as of ~~July 1, 2018~~March 31, 2019 was ~~$217~~$37 million.

We had ~~$77~~$66 million remaining in our capital commitment to ~~the~~a venture capital investment fund as of ~~July 1, 2018.~~March 31, 2019 that is callable through April 2026.

We expect that our revenue and the resulting operating income, ~~from operations,~~ as well as the status of each of our new product development programs, will significantly 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 product and service offerings.

Cash Flow Summary


(In millions)	YTD 2018			YTD 2017			Q1 2019			Q1 2018
Net cash provided by operating activities	$	550		$	346		$	198		$	255
Net cash (used in) provided by investing activities	(525		)	198
Net cash provided by (used in) financing activities	97			(62		)
Net cash provided by investing activities							988			12
Net cash (used in) provided by financing activities							(60		)	67
Effect of exchange rate changes on cash and cash equivalents	(3		)	2			—			1
Net increase in cash and cash equivalents	$	119		$	484		$	1,126		$	335

Operating Activities

Net cash provided by operating activities in ~~the first half of 2018~~Q1 2019 primarily consisted of net income of ~~$397~~$224 million plus net adjustments of ~~$170~~$81 million, partially offset by net changes in operating assets and liabilities of ~~$17~~$107 million. The primary non-cash adjustments to net income included share-based compensation of $51 million,depreciation and amortization expenses of ~~$84~~$47 million, ~~share-based compensation of $98 million, and~~ accretion of debt discount of ~~$16~~$14 million, partially offset by deferred income taxes of ~~$22~~$11 million. Cash flow impact from changes in net operating assets and liabilities were primarily driven by ~~an increase~~increases in inventory and ~~a decrease~~other assets and decreases in accrued liabilities, accounts payable, and other long-term liabilities, partially offset by ~~an increase in accrued liabilities and a decrease~~decreases in accounts ~~receivable.~~receivable and prepaid expenses and other current assets.

Net cash provided by operating activities in ~~the first half of 2017~~Q1 2018 consisted of net income of ~~$468~~$197 million ~~less~~plus net adjustments of ~~$189~~$78 million partially offset by net changes in operating assets and liabilities of ~~$67~~$20 million. The primary non-cash adjustments to net income included ~~the gain on deconsolidation of GRAIL of $453 million,~~ depreciation and amortization expenses of ~~$76~~$39 million, share-based compensation of ~~$89 million, deferred income tax of $66 million, impairment of intangible assets of $23~~$48 million, and accretion of debt discount of ~~$15~~$8 million, partially offset by deferred income taxes of $11 million. Cash flow impact from changes in net operating assets and liabilities were primarily driven by a ~~increases~~decrease in accrued liabilities and ~~other long-term liabilities and~~an increase in inventory, partially offset by a decrease in accounts ~~receivable.~~receivable and increases in accounts payable and other long-term liabilities.

Investing Activities

Net cash ~~used in~~provided by investing activities totaled $988 million in ~~the first half of 2018 totaled $525 million.~~Q1 2019. We purchased ~~$1,137~~$117 million of available-for-sale securities and $888 million of our available-for-sale securities matured or were sold during the period. Our net cash paid for acquisitions was $100 million, and we invested $167 million in capital expenditures, primarily associated with our investment in facilities.

Net cash provided by investing activities in the first half of 2017 totaled $198 million. 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 condensed consolidated balance sheet as a result of the deconsolidation. We purchased $86 million of available-for-sale securities and $235$1,149 million of our available-for-sale securities matured or were sold during the period. We received $15 million in proceeds from the settlement of a contingency related to the deconsolidation of GRAIL in 2017. We invested $56 million in capital expenditures, primarily associated with our investment in facilities, and paid ~~$25~~net cash of $3 million for strategic ~~investments~~investments.

Net cash provided by investing activities in Q1 2018 totaled $12 million. We purchased $598 million of available-for-sale securities and $703 million of our available-for-sale securities matured or were sold during the period. We invested ~~$152~~$90 million in capital expenditures, primarily associated with our investment in facilities.

Financing Activities

Net cash used in financing activities in Q1 2019 totaled $60 million. We received $27 million in proceeds from the issuance of common stock through the exercise of stock options and the sale of shares under our employee stock purchase plan. We used $63 million to repurchase our common stock and $23 million to pay taxes related to net share settlement of equity awards. Additionally, $1 million was used by Helix to repay financing obligations.

Net cash provided by financing activities in ~~the first half of~~Q1 2018 totaled ~~$97~~$67 million. We received ~~$22~~$21 million in proceeds from issuance of common stock through the exercise of stock options and the sale of shares under our employee stock purchase plan, and contributions from noncontrolling interest owners were ~~$92~~$61 million. We used ~~$15~~$13 million to pay taxes related to net share settlement of equity awards.

Net cash used in financing activities in the first half of 2017 totaled $62 million. We used $101 million to repurchase our common stock and $24 million to pay taxes related to net share settlement of equity awards. We received $31 million in proceeds from issuance of common stock through the exercise of stock options and the sale of shares under our employee stock purchase plan, and contributions from noncontrolling interest owners were $36 million.

Off-Balance Sheet Arrangements

We do not participate in any transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. During ~~the first half of 2018,~~Q1 2019, we were not involved in any “off-balance sheet arrangements” within the meaning of the rules of the Securities and Exchange Commission.

Critical Accounting Policies and Estimates

In preparing our condensed consolidated financial statements, we make estimates, assumptions and judgments that can have a significant impact on our net revenue, operating income and net income, as well as on the value of certain assets and liabilities on our balance sheet. We believe that the estimates, assumptions and judgments involved in the accounting policies described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December ~~31, 2017~~30, 2018 have the greatest potential impact on our financial statements, so we consider them to be our critical accounting policies and estimates. ~~Other than the adoption of ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~ ~~as described in note “1. Summary of Significant Accounting Policies” in Part I, Item 1, Notes to Condensed Consolidated Financial Statements provided in this report, there~~There were no material changes to our critical accounting policies and estimates during ~~the first half of 2018.~~Q1 2019.

Recent Accounting Pronouncements

For summary of recent accounting pronouncements applicable to our condensed consolidated financial statements, see note “1. Summary of Significant Accounting Policies” in Part I, Item 1, Notes to Condensed Consolidated Financial Statements, which is incorporated herein by reference.

Consideration Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains, and our officers and representatives may from time to time make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “continue,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “potential,” “predict,” should,” “will,” or similar words or phrases, or the negatives of these words, may identify forward-looking statements, but the absence

of these words does not necessarily mean that a statement is not forward looking. Examples of forward-looking statements include, among others, statements we make regarding:

our expectations as to our future financial performance, results of operations, cash flows 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;

our expectations regarding the integration of any acquired technologies with our existing technology; 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, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

challenges inherent in developing, manufacturing, and launching new products and services, including expanding manufacturing operations and 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 expand the 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 those proceedings;

uncertainty, or adverse economic and business conditions, including as a result of slowing or uncertain economic growth in the United States or worldwide; and

other factors detailed in our filings with the SEC, including the risks, uncertainties, and assumptions described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December ~~31, 2017,~~30, 2018, or in information disclosed in public conference calls, the date and time of which are released beforehand.

The foregoing factors should be considered together with other factors detailed in our filings with the Securities and Exchange Commission, including our most recent filings on Forms 10-K and 10-Q, or in information disclosed in public conference calls, the date and time of which are released beforehand. 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 current financial quarter, in each case whether as a result of new information, future developments, or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There were no substantial changes to our market risks in the ~~six~~three months ended ~~July 1, 2018~~March 31, 2019, when compared to the disclosures in Item 7A of our Annual Report on Form 10-K for the fiscal year ended December ~~31, 2017~~30, 2018.

Item 4. Controls and Procedures.

We design our internal controls to provide reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported in conformity with U.S. generally accepted accounting principles. We also maintain internal controls and procedures to ensure that we comply with applicable laws 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 that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

During ~~Q2 2018,~~Q1 2019, we continued to monitor and evaluate the design and operating effectiveness of key ~~controls.~~controls including those related to the adoption of Topic 842 discussed in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 30, 2018. There were no changes in our internal control over financial reporting (as defined in 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 financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

~~We are involved~~See discussion of legal proceedings in ~~various lawsuits and claims arising~~note “7. Legal Proceedings” in ~~the ordinary course of business, including actions with respect~~Part I, Item 1, Notes 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 the developments in these matters. A liabilityCondensed Consolidated Financial Statements, which is recorded in the financial statements if it is believed to be probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable results could occur, assessing contingencies is highly subjective and requires judgments about future events. We regularly review outstanding legal matters to determine the adequacy of the liabilities accrued and related disclosures. The amount of ultimate loss may differ from these estimates. Each matter presents its own unique circumstances, and prior litigation does not necessarily provide a reliable basis on which to predict the outcome, or range of outcomes, in any individual proceeding. Because of the uncertainties related to the occurrence, amount, and range of loss on any pending litigation or claim, we are currently unable to predict their ultimate outcome, and, with respect to any pending litigation or claim where no liability has been accrued, to make a meaningful estimate of the reasonably possible loss or range of loss that could result from an unfavorable outcome. In the event opposing litigants or claims ultimately succeed at trial and any subsequent appeals on their claims, any potential loss or charges in excess of any established accruals, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations, and/or cash flows in the period in which the unfavorable outcome occurs or becomes probable, and potentially in future periods.incorporated herein by reference.

Item 1A. Risk Factors.

Our business is subject to various risks, including those described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December ~~31, 2017~~30, 2018, which we strongly encourage you to review. There have been no material changes from the risk factors disclosed in Item 1A of our Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

~~None.~~None during the quarterly period ended March 31, 2019.

Purchases of Equity Securities by the Issuer

~~None.~~The following table summarizes shares repurchased pursuant to our share repurchase program during the three months ended March 31, 2019 (in thousands except for price per share):



Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
December 31, 2018 - January 27, 2019	—	—		—	$	550,000
January 28, 2019 - February 24, 2019	158	$	297.24	158	$	503,070
February 25, 2019 - March 31, 2019	52	$	297.82	52	$	487,500
Total	210	$	297.38	210	$	487,500

_________

(1) All shares repurchased were made in open-market transactions.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.



Exhibit Number		Description of Document

31.1		Certification of Francis A. deSouza pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Sam A. Samad pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Francis A. deSouza pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Sam A. Samad pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		ILLUMINA, INC. (registrant)

Date:	~~July 31, 2018~~April 25, 2019		/s/ SAM A. SAMAD
			Sam A. Samad Senior Vice President and Chief Financial Officer

3233



	Goodwill
Balance as of December 31, 2017	$	771
Current period acquisitions	60
Balance as of July 1, 2018	$	831



	Employee Stock Purchase Rights
Risk-free interest rate	1.22% - 1.89%
Expected volatility	29% - 39%
Expected term	0.5 - 1.0 year
Expected dividends	0		%
Weighted-average fair value per share	$	58.09



	Q2 2018		Q2 2017		YTD 2018		YTD 2017
Revenue:
Product revenue	81.1	%	82.0	%	80.7	%	82.0	%
Service and other revenue	18.9		18.0		19.3		18.0
Total revenue	100.0		100.0		100.0		100.0
Cost of revenue:
Cost of product revenue	21.8		25.4		22.0		26.5
Cost of service and other revenue	7.8		7.6		7.9		8.2
Amortization of acquired intangible assets	1.1		1.5		1.1		1.7
Total cost of revenue	30.7		34.5		31.0		36.4
Gross profit	69.3		65.5		69.0		63.6
Operating expense:
Research and development	18.2		19.7		17.9		21.8
Selling, general and administrative	23.7		24.2		23.5		26.3
Total operating expense	41.9		43.9		41.4		48.1
Income from operations	27.4		21.6		27.6		15.5
Other income (expense):
Interest income	1.3		0.8		1.0		0.7
Interest expense	(1.3	)	(1.2	)	(1.4	)	(1.2	)
Other income, net	0.6		0.1		0.9		36.2
Total other income (expense), net	0.6		(0.3	)	0.5		35.7
Income before income taxes	28.0		21.3		28.1		51.2
Provision for income taxes	3.9		3.2		3.5		14.1
Consolidated net income	24.1		18.1		24.6		37.1
Add: Net loss attributable to noncontrolling interests	1.1		1.2		1.3		2.2
Net income attributable to Illumina stockholders	25.2	%	19.3	%	25.9	%	39.3	%