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United States securities and exchange commission logo





                                November 19, 2021

       Robert Maynes, Esq.
       Senior Director, Securities & Transactions Counsel
       Illumina, Inc.
       5200 Illumina Way
       San Diego, CA 92122

                                                        Re: Illumina, Inc.
                                                            Schedule TO-I filed
November 15, 2021
                                                            File No. 005-60457

       Dear Mr. Maynes:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Schedule TO-I filed November 15, 2021

       Conditions of the Exchange Offer, page 14

   1.                                                   Refer to clause (iv).
With a view towards improved disclosure, please advise whether the
                                                        bidder is aware of any
Delaware law that currently prohibits delivery of shares of
                                                        Common Stock or cash in
exchange for CVRs. If the bidder is not currently aware of
                                                        such a prohibition,
please advise what specific developments in Delaware law, if any,
                                                        bidder is contemplating
that necessitates such condition.
   2.                                                   Disclosure indicates
that the bidder is not obligated to accept or pay for, and may delay
                                                        the acceptance of, any
CVRs tendered pursuant to the Exchange Offer if...prior to the
                                                        expiration date, any of
the listed conditions shall exist (emphasis added). With a view
                                                        towards improved
disclosure, please confirm that none of the existing conditions have
                                                        been implicated as of
(i) commencement of the Exchange Offer and (ii) as of the date of
                                                        the bidder's response
letter.
   3.                                                   The last sentence of
this section states "[i]n addition, we reserve the right, in our sole
 Robert Maynes, Esq.
FirstName   LastNameRobert Maynes, Esq.
Illumina, Inc.
Comapany 19,
November    NameIllumina,
               2021       Inc.
November
Page 2     19, 2021 Page 2
FirstName LastName
         discretion, but subject to applicable law, to terminate the Exchange
Offer at any time prior
         to the expiration date of the Exchange Offer." Please advise how the
bidder's ability to
         terminate the offer in its sole discretion, unrelated to the
triggering of a listed condition,
         does not render your offer as illusory in contravention of Exchange
Act section 14(e).
         Alternatively, please confirm and revise the disclosure as appropriate
to clarify that such
         statement is intended to mean only under circumstances where a listed
condition is
         implicated.
General

4.       We note the disclosure indicating that the bidder will amend or
terminate the Exchange
         Offer if any purchases of CVRs pursuant to the Exchange Offer could
result in the
         Exchange Offer being considered a "going private transaction" under
Exchange Act Rule
         13e-3. However, we also note disclosure on page 19 indicating that the
the bidder or its
         affiliates may from time to time acquire CVRs in the future. Exchange
Act Rule 13e-3
         applies to a transaction that independently may not constitute a Rule
13e-3 transaction but
         is effected    as a part, or in furtherance, of    a series of
transactions that, taken together,
         have a reasonable likelihood or purpose of producing the requisite
effects. See Question
         & Answer No. 4 of Exchange Act Release No. 34-17719 and In re William
A. Wilkerson
         and The Phoenix Group of Florida, Inc., Exchange Act Release No.
34-48703.
         Furthermore, in the absence of an intent of producing or facilitating
the production of any
         of the effects specified in Rule 13e-3(a)(3)(ii), we believe that the
determination of
         whether the transaction is reasonably likely to produce any of the
requisite effects must be
         based in part upon consideration of    past, current and planned
transactions. In light of
         the foregoing, please advise us why the Exchange Offer should not be
deemed to
         constitute the first step in a series of transactions having a
going private effect    within
         the meaning of Rule 13e-3(a)(3)(ii).
5.       Please expand the disclosure to provide more detail regarding the
aggregation and sale of
         fractional shares. Please also advise how the proposed aggregation and
sale of fractional
         shares followed by payment to applicable holders of CVRs is consistent
with the
         requirements under Exchange Act 13e-4(f)(10)(ii) to the extent the
sale of such fractional
         shares yields a per share price greater or lesser than $.80.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

         Please direct any questions to Perry Hindin at 202-551-3444.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Mergers & Acquisitions
 Robert Maynes, Esq.
Illumina, Inc.
FirstName
November 19,   LastNameRobert
                   2021        Maynes, Esq.
Comapany
Page    3      NameIllumina, Inc.
November 19, 2021 Page 3
cc:       Andrew Pitts
FirstName LastName
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