Annual Report of Employee Stock Plans (11-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________________

FORM 11-K

_____________________________

(Mark One)


ý			ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018


¨			TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33642

_____________________________


A.			Full title of the plan and the address of the plan, if different from that of the issuer named below:

MASIMO CORPORATION

RETIREMENT SAVINGS PLAN


B.			Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

MASIMO CORPORATION

52 Discovery

Irvine, California 92618

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MASIMO CORPORATION

RETIREMENT SAVINGS PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

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Report of Independent Registered Public Accounting Firm – Grant Thornton LLP			3

Financial Statements:
Statement of Net Assets Available for Benefits as of December 31, 201 8 and December 31, 201 7			4
Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 201 8			5
Notes to Financial Statements			6

Supplemental Schedule:
Schedule H, Line 4(i) – Schedule of Assets (Held At End of Year)			11

Signature			13

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the 401 k Committee of the

Masimo Corporation Retirement Savings Plan

Opinion on the financial statements

We have audited the accompanying statements of net assets available for benefits of Masimo Corporation Retirement Savings Plan (the “Plan”) as of December 31, 2018 and 2017 , the related statement of changes in net assets available for benefits for the year ended December 31, 2018 , and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017 , and the changes in net assets available for benefits for the year ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America.

Basis for opinion

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB .

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental information

The supplemental information in the accompanying schedule, Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year) as of December 31, 2018 (“supplemental information”) has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

/s/ GRANT THORNTON LLP

We have served as the Plan’s auditor since 2010.

Seattle, Washington

June 25, 2019

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MASIMO CORPORATION

RETIREMENT SAVINGS PLAN

STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS


	As of December 31,
	2018		2017
ASSETS

Investments, at fair value	$	95,278,235	$	92,705,687







Receivables



Notes receivable from participants	1,010,354		936,912
Due from broker for unsettled securities sold	136,663		—
Total receivables	1,147,017		936,912
Net assets available for benefits	$	96,425,252	$	93,642,599

The accompanying notes are an integral part of these financial statement s .

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MASIMO CORPORATION

RETIREMENT SAVINGS PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS


	Year Ended December 31, 2018
ADDITIONS TO NET ASSETS
Contributions
Participant deferral contributions	$	8,102,356
Participant rollover contributions	884,127
Employer contributions	2,319,710
Total contributions	11,306,193
Investment income (loss)
Dividends	3,996,796
Net decrease in fair value of investments	(5,954,226)
Net loss from investments	(1,957,430)
Interest income on notes receivable from participants	50,742
Total additions to net assets	9,399,505
DEDUCTIONS FROM NET ASSETS
Distributions to participants	6,421,477
Plan administrative expenses	195,375
Total deductions from net assets	6,616,852
Net increase in net assets available for benefits	2,782,653
Net assets available for benefits, at beginning of year	93,642,599
Net assets available for benefits, at end of year	$	96,425,252

The accompanying notes are an integral part of these financial statement s .

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MASIMO CORPORATION

RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

1. Description of the Plan

The following description of the Masimo Corporation Retirement Savings Plan (the Plan) is provided for general information purposes only. Plan participants should refer to the Plan document for more complete information.

General

The Plan is a cash deferred arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (the Code), covering U.S. employees of Masimo Corporation (the Company or Masimo) or one of its U.S. subsidiaries. The Plan was established for the purpose of providing retirement benefits for U.S. employees of the Company. The Plan is intended to qualify as a profit sharing plan under Section 401(a) of the Code with a salary reduction feature qualified under Section 401(k) of the Code. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). The Plan is administered by the 401(k) Committee (Plan Management), members of which are appointed by the Company’s Board of Directors. Fidelity Management Trust Company (Fidelity) is a fiduciary of the Plan and also serves as the record keeper to maintain the individual accounts of each Plan participant. The Plan was originally adopted in April 1995, and has been amended at various times through December 31, 2018 .

Eligibility

Employees who are at least 18 years of age and on the U.S. payroll of the Company or its U.S. subsidiaries are eligible to participate in the Plan as of the first date of employment with the Company or one of its U.S. subsidiaries, and are eligible to contribute to the Plan on the first day of the month concurrent with or following the first date of employment.

Contributions

Employees may elect to defer a percentage of their eligible compensation into the Plan. Compensation deferrals cannot exceed the maximum deferral, as determined by the Internal Revenue Service (IRS) each year. Such deferral limitation w as $ 18, 500 in 2018 and employees who attained the age of 50 on or before December 31, 2018 were eligible to make catch-up contributions of up to $ 6,000 during that respective Plan year.

During the year ended December 31, 2018 , the Company matched 100% of a participant’s salary deferral, up to a maximum deferral of 3% of each participant’s compensation for the pay period. The Company’s maximum aggregate matching contribution per participant wa s $ 8,250 i n 2018 . The Company has the right under the Plan to discontinue or modify its matching contributions at any time. In order to be eligible for matching contributions, a participant need not complete any service requirement.

Each eligible participant’s account is credited with (a) the participant’s contributions, (b) the Company’s matching contributions, and (c) an allocation of interest, dividends and any change in the market value of the various investment funds. Plan earnings, by investment fund, are allocated daily by the asset custodian on the basis of the ratio that each eligible participant’s account balance in the fund bears to the total account balances of all participants in the respective fund.

The Company may also make discretionary contributions to the Plan in such amounts as determined by resolution of the Board of Directors. There were no discretionary contributions for the year ended December 31, 2018 .

Investment Options

Participants direct the investment of their contributions and the Company’s matching contributions into various investment options offered by the Plan. The Plan currently offers investments in selected mutual funds, a Collective Investment Trust (CIT), and Masimo common stock.

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MASIMO CORPORATION

RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS - (Continued)

Vesting

Participant contributions are fully vested when made. Participants in the Plan receive vesting credit for the Company’s matching contributions based upon years of service, beginning with the date of employment with the Company or one of its subsidiaries, as follows:


Years of Service (Whole Years)			Vesting
Less than 2			0%
2			50%
3			75%
4 or more			100%

Distributions and Payments of Benefits

The normal retirement age is 65. Participants who incur a termination of employment prior to their normal retirement age are entitled to that portion of their Plan benefits earned to date, with vesting based upon the whole years of service credited as of the date of termination. In addition, “in-service” distributions may be requested by active employees that have reached age 59½, that have made rollover contributions into the Plan, or that qualify for a financial hardship distribution in accordance with the Code.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and/or to terminate the Plan, subject to the provisions of ERISA. In the event of termination of the Plan, participants will become fully vested in their accounts.

Forfeitures

Forfeitures of terminated participants’ non-vested account balances may be used to pay administrative expenses or to reduce employer mat ching contributions. During the year ended December 31, 2018 , no forfeitures were used to pay administrative expenses and $ 195,492 of forfeitures were used to reduce employer matching contributions. As of December 31, 2018 and December 31, 2017 , the unallocated forfeiture balance was $ 112,997 and $ 67,08 6 , resp ectively.

Administrative Expenses

Administrative expenses, which consist primarily of fees on notes receivable from participants, were paid directly from participants’ accounts. Certain administrative costs of the Plan were paid by the Company and not paid out of the Plan’s assets.

Notes Receivable from Participants

Notes receivable from participants are secured by the participant’s account balance and may not exceed the lesser of 50% of the participant’s account balance or $50,000 in the aggregate for any individual participant. The number of outstanding notes per participant is limited to one. Notes related to the purchase of a participant’s primary residence may not exceed a term of ten years. The term of all other notes may not exceed five years. For the years ended December 31, 2018 and December 31, 2017 , the annual interest rate of all notes outstanding ranged from 4.50% to 6.25 % . Pr incipal and interest are paid ratably through payroll deductions.

2. Summary of Significant Accounting Policies

Basis of Accounting

The Plan’s financial statements are prepared on the accrual basis, in conformity with accounting principles generally accepted in the United States of America (GAAP).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and changes therein, and disclosure of contingent assets at the date of the financial statements.

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MASIMO CORPORATION

RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS - (Continued)

Risks and Uncertainties

The Plan assets consist of various investments which are exposed to a number of risks, including interest rate, market and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term could materially affect participants’ account balances and the amounts reported in the Statement of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Plan Administrator determines the Plan’s valuation policies utilizing information provided by the investment advisers, custodians and insurance company. See Note 3 for discussion of fair value measurements.

Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are accrued on the ex-dividend date. Net appreciation in the fair value of investments includes the Plan’s net gains and losses on investments bought and sold, as well as held, during the year.

Mutual funds and Masimo Corporation common stock are valued at the quoted market prices. Units of the CIT are valued at net asset value (NAV). Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividend income is accrued on the ex-dividend date.

Payment of Benefits

Benefit payments to participants are recorded when paid.

Contributions

Contributions made by participants and the employer are recorded on an accrual basis. Contributions are recognized during the period in which the related compensation was earned and paid to a participant.

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. No allowance for credit losses has been recorded as of December 31, 2018 or December 31, 2017 . Delinquent loans are reclassified as distributions based upon the terms of the Plan document.

Recently Adopted Accounting Pronouncements

In August 2018, the Financial Accounting Standards Board issued Accounting Standards Update No. 2018-13, Fair Value Measurement (Topic 820) Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). This amendment removes the disclosure requirements for the amount of and reasons for transfer s between Level 1 an d Level 2 of the fair value hierarchy a nd modifies the valuation process for Level 3 fair value measurements. Th is update is effective for fiscal years beginning after December 15, 2019. Plan Man agement early adopted ASU 2018-13 in the fiscal year ended December 31, 2018 and such adoption did not have a material impact on Plan's financial statements.

3. Fair Value Measurements

The authoritative guidance describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Inputs other than Level 1 that are observable, either directly or indirectly; such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

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MASIMO CORPORATION

RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS - (Continued)

The following is a description of the valuation methodologies used by the Plan for assets measured at fair value. There have been no changes to the methodologies used at December 31, 2018 and December 31, 2017 .

Mutual Funds

Mutual funds are valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily NAV and to transact at that price. The mutual funds held by the Plan are actively traded.

Collective Investment Trust (CIT)

The CIT invests in stable value investment contracts (Stable Value Contracts) issued by life insurance companies, banks and other financial institutions, fixed income instruments that underlie Stable Value Contracts and other money market instruments. Under a Stable Value Contract, the issuer of the contract agrees, subject to contract conditions, to make payments representing redemptions from the Fund for participant-initiated benefit payments at “contract value” which is generally equal to the principal plus accrued interest of the underlying investments. This “benefit responsiveness” is designed to allow the CIT to maintain participant balances at book value (except under certain circumstances set forth within the Stable Value Contracts) while the impact of market fluctuations on investor account balances is potentially smoothed via periodic adjustments to the daily rate of return credited to investors. The Plan has only one CIT, which is the Goldman Sachs Stable Value Collective Investment Trust Class IV. As a practical expedient, the fair value of the CIT is reported based on the NAV of the CIT units since such units are not actively traded on a public market. There is a twelve month notice period for the CIT that can be enforced by Goldman Sachs before allowing a complete redemption by the Plan.

Masimo Corporation Common Stock

Masimo Corporation common stock is valued at the quoted closing market price from the Nasdaq Stock Market LLC.

The following tables represent the Plan’s fair value hierarchy for its investments:


	Fair Value Measurements as of December 31, 2018
Investment Class	Level 1		Level 2		Level 3		Total
Mutual funds	$	81,387,316	$	—	$	—	$	81,387,316
Masimo Corporation common stock	12,316,262		—		—		12,316,262

Total assets in fair value hierarchy	$	93,703,578	$	—	$	—	$	93,703,578
Collective investment trust							1,574,657
Total investments at fair value							$	95,278,235


	Fair Value Measurements as of December 31, 2017
Investment Class	Level 1		Level 2		Level 3		Total
Mutual funds	$	81,170,820	$	—	$	—	$	81,170,820
Masimo Corporation common stock	10,293,272		—		—		10,293,272
Total assets in fair value hierarchy	$	91,464,092	$	—	$	—	$	91,464,092
Collective investment trust							1,241,595

Total investments at fair value							$	92,705,687

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MASIMO CORPORATION

RETIREMENT SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS - (Continued)

4. Party- in-Interest Transactions

Transactions in shares of Masimo’s common stock qualify as exempt party-in-interest transactions under the provisions of ERISA, since Masimo is the Plan administrator. During the year ended December 31, 2018 , the Plan made purchases of $ 8, 477,062 and sales of $ 8,055,90 8 of Masimo’s common stock on behalf of Plan participants.

Fidelity is the trustee, custodian and record keeper as defined by the Plan, and therefore, these transactions qualify as party-in-interest transactions. Purchases and sales of these accounts and the underlying investments comprising these accounts are open market transactions at fair market value. Such transactions are permitted under the provisions of the Plan and are exempt from the prohibition of party-in-interest transactions under ERISA and applicable exemptions promulgated thereunder. Consequently, management fees and operating expenses are reflected as a reduction of investment return for such investments.

5. Tax Status of the Plan

The Plan is required to operate in conformity with the Code to maintain its qualification. During December 2016, the Plan was transitioned to the Fidelity Volume Submitter Plan platform, which received a favorable advisory letter from the IRS in March 2014. The Plan administrator believes that the Plan is qualified under Section 401(a) of the Code and the related trust is tax-exempt as of December 31, 2018 and December 31, 2017 . In accordance with GAAP, Plan Management is required to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan and has conducted that as of December 31, 2018 and December 31, 2017 , there are no uncertain tax positions taken that would require recognition of a liability or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan’s tax returns generally remain open for IRS audit for three years from the filing date.

6. Subsequent Events

Plan Management has evaluated all events or transactions that occurred through June 25, 2019 , the date the financial statements were issued and determined that there are no matters requiring adjustment to or disclosure in the accompanying financial statements and related notes.

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MASIMO CORPORATION

RETIREMENT SAVINGS PLAN

Supplementary Information

Schedule H, Line 4(i) – Schedule of Assets (Held at End of Year)

As of December 31, 2018


(a)	(b)	(c)	(e)
	Identity of Issue, Borrower, Lessor or Similar Party	Number of shares	Value
	Mutual Funds:
	American Funds 2030 Target Date Retirement Fund ^® Class R-6	931,586	$	12,306,253
	American Funds 2035 Target Date Retirement Fund ^® Class R-6	795,427	10,674,634
	American Funds 2025 Target Date Retirement Fund ^® Class R-6	778,310	9,705,526
	American Funds 2040 Target Date Retirement Fund ^® Class R-6	620,872	8,493,529
*	Fidelity ^® 500 Index Fund	78,564	6,842,884
	American Funds 2020 Target Date Retirement Fund ^® Class R-6	530,987	6,228,483
	American Funds 2045 Target Date Retirement Fund ^® Class R-6	319,774	4,444,855
	American Funds 2050 Target Date Retirement Fund ^® Class R-6	254,303	3,461,066
*	Fidelity ^® Mid Cap Index Fund	114,082	2,125,347
	American Funds 2055 Target Date Retirement Fund ^® Class R-6	114,692	1,955,504
*	Fidelity ^® Small Cap Index Fund	107,120	1,846,747
	PIMCO Income Fund Institutional Class	109,524	1,293,484
	American Funds 2015 Target Date Retirement Fund ^® Class R-6	117,072	1,263,207
	T. Rowe Price Science and Technology Fund	33,103	1,039,111
	American Funds Washington Mutual Investors Fund Class R-6	24,194	994,129
	Oppenheimer Global Opportunities Fund Class I	17,766	924,523
*	Fidelity ^® International Index Fund	24,801	901,504
	PGIM Jennison Growth Fund Class R6	23,028	843,056
	Victory Sycamore Established Value Fund Class I	22,872	756,158
*	Fidelity ^® Select Health Care Portfolio	30,739	677,797
	Janus Henderson Triton Fund Class I	25,538	651,736
*	Fidelity ^® U.S. Bond Index Fund	53,710	605,854
	Victory Sycamore Small Company Opportunity Fund Class I	15,056	569,732

	Prudential Total Return Bond Fund Class Z	37,092	515,943
	Eaton Vance Atlanta Capital SMID - Cap Fund Class R6	15,115	453,139
	PIMCO International Bond (U.S. Dollar-Hedged) Fund Institutional Class	38,617	410,884
	American Funds 2010 Target Date Retirement Fund ^® Class R-6	26,916	275,352
	American Funds New World Fund ^® Class R-6	4,651	266,427
	MFS International Diversification R6 Fund	14,777	253,279
	Oppenheimer International Growth Fund Class I	6,941	240,718
*	Fidelity ^® Real Estate Investment Portfolio	5,706	219,177
	First Eagle Global Fund Class I	2,877	147,016
*	Fidelity ^® Government Money Market Fund	262	262
	Total Mutual Funds		$	81,387,316

	Collective Investment Trust:
	Goldman Sachs Stable Value Collective Investment Trust Class IV	1,574,657	1,574,657

	Common Stock:
*	Masimo Corporation	114,693	12,316,262

	Other:
*	Notes receivable from participants	At interest rates between 4.50% and 6.25%, with scheduled maturity dates between February 2018 and June 2027	1,010,354
*	Due from broker for unsettled securities sold	—	136,663
	Total		$	96,425,252

* Indicates a party-in-interest to the Plan.

Column (d), cost, has been omitted as all investments are participant directed.

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EXHIBIT INDEX


Exhibit Number			Description of Document
23.1			Consent of Independent Registered Public Accounting Firm – Grant Thornton LLP

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator of the Masimo Corporation Retirement Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.