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Under the supervision and with the participation of our management, including our Co-CEOs and CFO, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on the results of our assessment under the framework in the Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2022.The effectiveness of our internal control over financial reporting as of December 31, 2022, has been audited by an independent registered public accounting firm, as stated in their report included in Part II, Item 8, “Financial Statements” of this Annual Report on Form 10-K.
+Added: Based on the results of our assessment under the framework in the Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
+Added: The effectiveness of our internal control over financial reporting as of December 31, 2023, has been audited by an independent registered public accounting firm, as stated in their report included in this section of this Annual Report on Form 10-K.
Changes in internal control
−Removed: There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred for the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations Over Internal Controls
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Opinion on Internal Control Over Financial Reporting
−Removed: We have audited Guardant Health, Inc.’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, Guardant Health, Inc.
−Removed: (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021 and consolidated statements of operations, comprehensive loss, redeemable noncontrolling interest and stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 23, 2023 expressed an unqualified opinion thereon.
+Added: We have audited the internal control over financial reporting of Guardant Health, Inc.
+Added: and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 22, 2024, expressed an unqualified opinion on those financial statements.
Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control over Financial Reporting.
+Added: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Ernst & Young LLP
−Removed: San Mateo, California
+Added: /s/ Deloitte & Touche LLP
+Added: San Jose, California
February 22, 2024
Other Information.
+Added: During the fiscal quarter ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
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10.4# Executive Severance Plan
−Removed: S-1/A 333-227206 10.13 9/21/2018
−Removed: 10.4(a)# First Amendment to Executive Severance Plan
−Removed: 10-K 001-38683 10.5(a) 3/29/2019
+Added: 10-Q 001-38683 10.1 8/3/2023
10.5# Non-Employee Director Compensation Program, effective as of June 12, 2020
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8-K 001-38683 10.1 11/20/2020
+Added: 10.19# 2023 Employment Inducement Award Plan, as approved on August 2, 2023
+Added: 10-Q 001-38683 10.1 11/6/2023
+Added: 10.19(a)# Form of Stock Option Grant Notice and Restricted Stock Unit Grant Notice under the 2023 Employment Inducement Incentive Award Plan
+Added: 10-Q 001-38683 10.2 11/6/2023
21.1 List of Subsidiaries
23.1 Consent of Independent Registered Public Accounting Firm
+Added: 23.2 Consent of Independent Registered Public Accounting Firm
24.1 Power of Attorney (included on the signatures page of this Annual Report on Form 10-K)
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Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: 97.1 Policy for Recovery of Erroneously Awarded Compensation
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *
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101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document *
+Added: Incorporated by Reference
+Added: Exhibit Number Exhibit Description Form File No.
+Added: Exhibit Filing Date Filed/Furnished Herewith
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *
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(Principal Accounting Officer and Principal Financial Officer) February 22, 2024
−Removed: /s/ Ian Clark Director February 23, 2023
+Added: /s/ Ian Clark Lead Independent Director February 22, 2024
/s/ Vijaya Gadde Director February 22, 2024
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/s/ Meghan Joyce Director February 22, 2024
−Removed: /s/ Samir Kaul Director February 23, 2023
+Added: /s/ Musa Tariq Director February 22, 2024
/s/ Myrtle Potter Director February 22, 2024
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.