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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2015
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to ________
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Delaware
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94-3047598
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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333 Lakeside Drive, Foster City, California
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94404
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(Address of principal executive offices)
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(Zip Code)
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PART I.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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PART I.
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FINANCIAL INFORMATION
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Item I.
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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June 30, 2015
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December 31, 2014
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||||
Assets
|
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||||
Current assets:
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|
||||
Cash and cash equivalents
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$
|
7,417
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|
$
|
10,027
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|
Short-term marketable securities
|
1,194
|
|
|
101
|
|
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Accounts receivable, net
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5,331
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|
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4,635
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Inventories
|
2,039
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|
1,386
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Deferred tax assets
|
833
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|
508
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Prepaid taxes
|
444
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|
391
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Prepaid expenses
|
282
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|
194
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Other current assets
|
553
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472
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Total current assets
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18,093
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17,714
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Property, plant and equipment, net
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1,899
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|
1,674
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|
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Long-term portion of prepaid royalties
|
428
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|
|
466
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Long-term deferred tax assets
|
177
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236
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Long-term marketable securities
|
6,056
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|
1,598
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Intangible assets, net
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10,660
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|
11,073
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Goodwill
|
1,172
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1,172
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Other long-term assets
|
682
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|
|
731
|
|
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Total assets
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$
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39,167
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$
|
34,664
|
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Liabilities and Stockholders’ Equity
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Current liabilities:
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|
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Accounts payable
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$
|
1,571
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$
|
955
|
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Accrued government and other rebates
|
4,367
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|
|
2,316
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Accrued compensation and employee benefits
|
268
|
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|
316
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||
Income taxes payable
|
356
|
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|
105
|
|
||
Other accrued liabilities
|
1,510
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|
|
1,452
|
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Deferred revenues
|
501
|
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|
134
|
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||
Current portion of long-term debt and other obligations, net
|
352
|
|
|
483
|
|
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Total current liabilities
|
8,925
|
|
|
5,761
|
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||
Long-term debt, net
|
11,922
|
|
|
11,921
|
|
||
Long-term income taxes payable
|
883
|
|
|
562
|
|
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Long-term deferred tax liabilities
|
36
|
|
|
51
|
|
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Other long-term obligations
|
760
|
|
|
535
|
|
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Commitments and contingencies (Note 9)
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|
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Equity component of currently redeemable convertible notes
|
7
|
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15
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Stockholders’ equity:
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Preferred stock, par value $0.001 per share; 5 shares authorized; none outstanding
|
—
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—
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Common stock, par value $0.001 per share; shares authorized of 5,600 at June 30, 2015 and December 31, 2014; shares issued and outstanding of 1,473 at June 30, 2015 and 1,499 at December 31, 2014
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2
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|
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2
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||
Additional paid-in capital
|
—
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2,391
|
|
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Accumulated other comprehensive income
|
247
|
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301
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Retained earnings
|
16,038
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|
12,732
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Total Gilead stockholders’ equity
|
16,287
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|
15,426
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Noncontrolling interest
|
347
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393
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Total stockholders’ equity
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16,634
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15,819
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Total liabilities and stockholders’ equity
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$
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39,167
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$
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34,664
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|
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Three Months Ended
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Six Months Ended
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||||||||||||
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June 30,
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June 30,
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||||||||||||
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2015
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2014
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2015
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|
2014
|
||||||||
Revenues:
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Product sales
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$
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8,126
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$
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6,413
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$
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15,531
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$
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11,284
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Royalty, contract and other revenues
|
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118
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122
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307
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250
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Total revenues
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8,244
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6,535
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|
15,838
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|
11,534
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|
||||
Costs and expenses:
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Cost of goods sold
|
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998
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925
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1,880
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1,738
|
|
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Research and development expenses
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818
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|
584
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1,514
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1,179
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|
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Selling, general and administrative expenses
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812
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614
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1,457
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1,162
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|
||||
Total costs and expenses
|
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2,628
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|
2,123
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|
4,851
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4,079
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|
||||
Income from operations
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5,616
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|
|
4,412
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|
10,987
|
|
|
7,455
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|
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Interest expense
|
|
(140
|
)
|
|
(102
|
)
|
|
(293
|
)
|
|
(178
|
)
|
||||
Other income (expense), net
|
|
35
|
|
|
(4
|
)
|
|
56
|
|
|
(22
|
)
|
||||
Income before provision for income taxes
|
|
5,511
|
|
|
4,306
|
|
|
10,750
|
|
|
7,255
|
|
||||
Provision for income taxes
|
|
1,014
|
|
|
656
|
|
|
1,921
|
|
|
1,382
|
|
||||
Net income
|
|
4,497
|
|
|
3,650
|
|
|
8,829
|
|
|
5,873
|
|
||||
Net income (loss) attributable to noncontrolling interest
|
|
5
|
|
|
(6
|
)
|
|
4
|
|
|
(10
|
)
|
||||
Net income attributable to Gilead
|
|
$
|
4,492
|
|
|
$
|
3,656
|
|
|
$
|
8,825
|
|
|
$
|
5,883
|
|
Net income per share attributable to Gilead common stockholders - basic
|
|
$
|
3.05
|
|
|
$
|
2.39
|
|
|
$
|
5.96
|
|
|
$
|
3.83
|
|
Shares used in per share calculation - basic
|
|
1,472
|
|
|
1,533
|
|
|
1,480
|
|
|
1,535
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|
||||
Net income per share attributable to Gilead common stockholders - diluted
|
|
$
|
2.92
|
|
|
$
|
2.20
|
|
|
$
|
5.68
|
|
|
$
|
3.52
|
|
Shares used in per share calculation - diluted
|
|
1,540
|
|
|
1,664
|
|
|
1,555
|
|
|
1,672
|
|
||||
Cash dividends declared per share
|
|
$
|
0.43
|
|
|
$
|
—
|
|
|
$
|
0.43
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
|
$
|
4,497
|
|
|
$
|
3,650
|
|
|
$
|
8,829
|
|
|
$
|
5,873
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||||||
Net foreign currency translation gains (losses), net of tax
|
|
3
|
|
|
1
|
|
|
(7
|
)
|
|
7
|
|
||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized gains (losses), net of tax impact of $(1), $1, $2 and $1
|
|
(3
|
)
|
|
1
|
|
|
3
|
|
|
1
|
|
||||
Net change
|
|
(3
|
)
|
|
1
|
|
|
3
|
|
|
1
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
||||||||
Net unrealized gains (losses), net of tax impact of $(3), $(2), $3 and $0
|
|
(110
|
)
|
|
32
|
|
|
273
|
|
|
33
|
|
||||
Reclassifications to net income, net of tax impact of $(5), $(1), $(9) and $(2)
|
|
(182
|
)
|
|
20
|
|
|
(323
|
)
|
|
42
|
|
||||
Net change
|
|
(292
|
)
|
|
52
|
|
|
(50
|
)
|
|
75
|
|
||||
Other comprehensive income (loss)
|
|
(292
|
)
|
|
54
|
|
|
(54
|
)
|
|
83
|
|
||||
Comprehensive income
|
|
4,205
|
|
|
3,704
|
|
|
8,775
|
|
|
5,956
|
|
||||
Comprehensive income (loss) attributable to noncontrolling interest
|
|
5
|
|
|
(6
|
)
|
|
4
|
|
|
(10
|
)
|
||||
Comprehensive income attributable to Gilead
|
|
$
|
4,200
|
|
|
$
|
3,710
|
|
|
$
|
8,771
|
|
|
$
|
5,966
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
|
||||||
|
|
2015
|
|
2014
|
||||
Operating Activities:
|
|
|
|
|
||||
Net income
|
|
$
|
8,829
|
|
|
$
|
5,873
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation expense
|
|
75
|
|
|
53
|
|
||
Amortization expense
|
|
467
|
|
|
454
|
|
||
Stock-based compensation expense
|
|
188
|
|
|
165
|
|
||
Excess tax benefits from stock-based compensation
|
|
(326
|
)
|
|
(214
|
)
|
||
Tax benefits from exercise and vesting of stock-based awards
|
|
326
|
|
|
216
|
|
||
Deferred income taxes
|
|
(260
|
)
|
|
(53
|
)
|
||
Other
|
|
27
|
|
|
29
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, net
|
|
(810
|
)
|
|
(1,332
|
)
|
||
Inventories
|
|
(634
|
)
|
|
(21
|
)
|
||
Prepaid expenses and other assets
|
|
(127
|
)
|
|
(522
|
)
|
||
Accounts payable
|
|
620
|
|
|
(90
|
)
|
||
Income taxes payable
|
|
574
|
|
|
298
|
|
||
Accrued liabilities
|
|
2,045
|
|
|
877
|
|
||
Deferred revenues
|
|
365
|
|
|
20
|
|
||
Net cash provided by operating activities
|
|
11,359
|
|
|
5,753
|
|
||
|
|
|
|
|
||||
Investing Activities:
|
|
|
|
|
||||
Purchases of marketable securities
|
|
(6,847
|
)
|
|
(650
|
)
|
||
Proceeds from sales of marketable securities
|
|
1,143
|
|
|
239
|
|
||
Proceeds from maturities of marketable securities
|
|
148
|
|
|
18
|
|
||
Capital expenditures
|
|
(295
|
)
|
|
(255
|
)
|
||
Net cash used in investing activities
|
|
(5,851
|
)
|
|
(648
|
)
|
||
|
|
|
|
|
||||
Financing Activities:
|
|
|
|
|
||||
Proceeds from debt financing, net of issuance costs
|
|
—
|
|
|
3,966
|
|
||
Proceeds from convertible note hedges
|
|
508
|
|
|
1,312
|
|
||
Purchases of convertible note hedges
|
|
—
|
|
|
(26
|
)
|
||
Repayments of debt and other obligations
|
|
(650
|
)
|
|
(2,439
|
)
|
||
Payments to settle warrants
|
|
(3,865
|
)
|
|
—
|
|
||
Proceeds from issuances of common stock
|
|
202
|
|
|
163
|
|
||
Repurchases of common stock
|
|
(3,901
|
)
|
|
(1,650
|
)
|
||
Payment of dividend
|
|
(633
|
)
|
|
—
|
|
||
Excess tax benefits from stock-based compensation
|
|
326
|
|
|
214
|
|
||
Net distributions to noncontrolling interest
|
|
(50
|
)
|
|
(27
|
)
|
||
Net cash provided by (used in) financing activities
|
|
(8,063
|
)
|
|
1,513
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(55
|
)
|
|
—
|
|
||
Net change in cash and cash equivalents
|
|
(2,610
|
)
|
|
6,618
|
|
||
Cash and cash equivalents at beginning of period
|
|
10,027
|
|
|
2,113
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
7,417
|
|
|
$
|
8,731
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
FAIR VALUE MEASUREMENTS
|
•
|
Level 1 inputs which include quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 inputs which include observable inputs other than Level 1 inputs, such as quoted prices for similar assets or liabilities; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability. For our marketable securities, we review trading activity and pricing as of the measurement date. When sufficient quoted pricing for identical securities is not available, we use market pricing and other observable market inputs for similar securities obtained from various third-party data providers. These inputs either represent quoted prices for similar assets in active markets or have been derived from observable market data; and
|
•
|
Level 3 inputs which include unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. Our Level 3 liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation.
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
$
|
5,594
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,594
|
|
|
$
|
7,926
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,926
|
|
Corporate debt securities
|
—
|
|
|
3,435
|
|
|
—
|
|
|
3,435
|
|
|
—
|
|
|
938
|
|
|
—
|
|
|
938
|
|
||||||||
U.S. treasury securities
|
2,085
|
|
|
—
|
|
|
—
|
|
|
2,085
|
|
|
363
|
|
|
—
|
|
|
—
|
|
|
363
|
|
||||||||
Residential mortgage and asset-backed securities
|
—
|
|
|
914
|
|
|
—
|
|
|
914
|
|
|
—
|
|
|
269
|
|
|
—
|
|
|
269
|
|
||||||||
Certificates of deposit
|
—
|
|
|
361
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Foreign currency derivative contracts
|
—
|
|
|
342
|
|
|
—
|
|
|
342
|
|
|
—
|
|
|
349
|
|
|
—
|
|
|
349
|
|
||||||||
U.S. government agencies securities
|
—
|
|
|
293
|
|
|
—
|
|
|
293
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
||||||||
Non-U.S. government securities
|
—
|
|
|
169
|
|
|
—
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Municipal debt securities
|
—
|
|
|
43
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
16
|
|
||||||||
Deferred compensation plan
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||||
|
$
|
7,742
|
|
|
$
|
5,557
|
|
|
$
|
—
|
|
|
$
|
13,299
|
|
|
$
|
8,343
|
|
|
$
|
1,685
|
|
|
$
|
—
|
|
|
$
|
10,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
140
|
|
|
$
|
140
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
133
|
|
Deferred compensation plan
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
54
|
|
||||||||
Foreign currency derivative contracts
|
—
|
|
|
39
|
|
|
—
|
|
|
39
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
$
|
63
|
|
|
$
|
39
|
|
|
$
|
140
|
|
|
$
|
242
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
133
|
|
|
$
|
187
|
|
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
Type of Borrowing
|
|
Description
|
|
Carrying Value
|
|
Fair Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||
Convertible Senior
|
|
May 2016 Notes
|
|
$
|
352
|
|
|
$
|
1,851
|
|
|
$
|
483
|
|
|
$
|
2,097
|
|
Senior Unsecured
|
|
April 2021 Notes
|
|
995
|
|
|
1,094
|
|
|
995
|
|
|
1,108
|
|
||||
Senior Unsecured
|
|
December 2016 Notes
|
|
700
|
|
|
720
|
|
|
700
|
|
|
727
|
|
||||
Senior Unsecured
|
|
December 2021 Notes
|
|
1,248
|
|
|
1,366
|
|
|
1,248
|
|
|
1,377
|
|
||||
Senior Unsecured
|
|
December 2041 Notes
|
|
998
|
|
|
1,152
|
|
|
998
|
|
|
1,229
|
|
||||
Senior Unsecured
|
|
April 2019 Notes
|
|
499
|
|
|
501
|
|
|
499
|
|
|
500
|
|
||||
Senior Unsecured
|
|
April 2024 Notes
|
|
1,748
|
|
|
1,789
|
|
|
1,747
|
|
|
1,836
|
|
||||
Senior Unsecured
|
|
April 2044 Notes
|
|
1,747
|
|
|
1,809
|
|
|
1,747
|
|
|
1,954
|
|
||||
Senior Unsecured
|
|
February 2020 Notes
|
|
499
|
|
|
502
|
|
|
499
|
|
|
504
|
|
||||
Senior Unsecured
|
|
February 2025 Notes
|
|
1,748
|
|
|
1,759
|
|
|
1,748
|
|
|
1,797
|
|
||||
Senior Unsecured
|
|
February 2045 Notes
|
|
1,740
|
|
|
1,735
|
|
|
1,740
|
|
|
1,872
|
|
3.
|
AVAILABLE-FOR-SALE SECURITIES
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
|
$
|
5,594
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,594
|
|
|
$
|
7,926
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,926
|
|
Corporate debt securities
|
|
3,438
|
|
|
2
|
|
|
(5
|
)
|
|
3,435
|
|
|
941
|
|
|
—
|
|
|
(3
|
)
|
|
938
|
|
||||||||
U.S. treasury securities
|
|
2,083
|
|
|
2
|
|
|
—
|
|
|
2,085
|
|
|
363
|
|
|
—
|
|
|
—
|
|
|
363
|
|
||||||||
Residential mortgage and asset-backed securities
|
|
914
|
|
|
1
|
|
|
(1
|
)
|
|
914
|
|
|
269
|
|
|
—
|
|
|
—
|
|
|
269
|
|
||||||||
Certificates of deposit
|
|
361
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
U.S. government agencies securities
|
|
293
|
|
|
—
|
|
|
—
|
|
|
293
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
113
|
|
||||||||
Non-U.S. government securities
|
|
169
|
|
|
—
|
|
|
—
|
|
|
169
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Municipal debt securities
|
|
43
|
|
|
—
|
|
|
—
|
|
|
43
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
16
|
|
||||||||
Total
|
|
$
|
12,895
|
|
|
$
|
5
|
|
|
$
|
(6
|
)
|
|
$
|
12,894
|
|
|
$
|
9,628
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
9,625
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Cash and cash equivalents
|
|
$
|
5,644
|
|
|
$
|
7,926
|
|
Short-term marketable securities
|
|
1,194
|
|
|
101
|
|
||
Long-term marketable securities
|
|
6,056
|
|
|
1,598
|
|
||
Total
|
|
$
|
12,894
|
|
|
$
|
9,625
|
|
|
|
June 30, 2015
|
||||||
|
|
Amortized Cost
|
|
Fair Value
|
||||
Less than one year
|
|
$
|
6,838
|
|
|
$
|
6,838
|
|
Greater than one year but less than five years
|
|
5,999
|
|
|
5,998
|
|
||
Greater than five years but less than ten years
|
|
34
|
|
|
34
|
|
||
Greater than ten years
|
|
24
|
|
|
24
|
|
||
Total
|
|
$
|
12,895
|
|
|
$
|
12,894
|
|
|
|
Less Than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
||||||||||||
June 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
|
$
|
(5
|
)
|
|
$
|
2,101
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
(5
|
)
|
|
$
|
2,122
|
|
Residential mortgage and asset-backed securities
|
|
(1
|
)
|
|
499
|
|
|
—
|
|
|
16
|
|
|
(1
|
)
|
|
515
|
|
||||||
U.S. treasury securities
|
|
—
|
|
|
378
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
378
|
|
||||||
U.S. government agencies securities
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||||
Non-U.S. government securities
|
|
—
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
151
|
|
||||||
Municipal debt securities
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||
Total
|
|
$
|
(6
|
)
|
|
$
|
3,242
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
(6
|
)
|
|
$
|
3,279
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Corporate debt securities
|
|
$
|
(3
|
)
|
|
$
|
802
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
$
|
802
|
|
Residential mortgage and asset-backed securities
|
|
—
|
|
|
227
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
228
|
|
||||||
U.S. treasury securities
|
|
—
|
|
|
206
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
206
|
|
||||||
U.S. government agencies securities
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||
Municipal debt securities
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||
Total
|
|
$
|
(3
|
)
|
|
$
|
1,259
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(3
|
)
|
|
$
|
1,260
|
|
4.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
June 30, 2015
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
|
Classification
|
|
Fair Value
|
|
Classification
|
|
Fair Value
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
Other current assets
|
|
$
|
340
|
|
|
Other accrued liabilities
|
|
$
|
(29
|
)
|
Foreign currency exchange contracts
|
|
Other long-term assets
|
|
2
|
|
|
Other long-term obligations
|
|
(10
|
)
|
||
Total derivatives
|
|
|
|
$
|
342
|
|
|
|
|
$
|
(39
|
)
|
|
|
December 31, 2014
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
|
Classification
|
|
Fair Value
|
|
Classification
|
|
Fair Value
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
Other current assets
|
|
$
|
314
|
|
|
Other accrued liabilities
|
|
$
|
—
|
|
Foreign currency exchange contracts
|
|
Other long-term assets
|
|
35
|
|
|
Other long-term obligations
|
|
—
|
|
||
Total derivatives
|
|
|
|
$
|
349
|
|
|
|
|
$
|
—
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) recognized in accumulated OCI (effective portion)
|
|
$
|
(113
|
)
|
|
$
|
30
|
|
|
$
|
276
|
|
|
$
|
33
|
|
Gains (losses) reclassified from accumulated OCI into product sales (effective portion)
|
|
$
|
187
|
|
|
$
|
(19
|
)
|
|
$
|
332
|
|
|
$
|
(40
|
)
|
Gains (losses) recognized in other income (expense), net (ineffective portion and amounts excluded from effectiveness testing)
|
|
$
|
6
|
|
|
$
|
(4
|
)
|
|
$
|
7
|
|
|
$
|
(4
|
)
|
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
||||||||
Gains (losses) recognized in other income (expense), net
|
|
$
|
(40
|
)
|
|
$
|
8
|
|
|
$
|
68
|
|
|
$
|
9
|
|
As of June 30, 2015
|
||||||||||||||||||||||||
Offsetting of Derivative Assets/Liabilities
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
in the Condensed
Consolidated Balance Sheet
|
|
|
||||||||||||||
Description
|
|
Gross Amounts of Recognized Assets/Liabilities
|
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheet
|
|
Amounts of Assets/Liabilities Presented
in the Condensed Consolidated
Balance Sheet
|
|
Derivative Financial Instruments
|
|
Cash Collateral Received/Pledged
|
|
Net Amount (Legal Offset)
|
||||||||||||
Derivative assets
|
|
$
|
342
|
|
|
$
|
—
|
|
|
$
|
342
|
|
|
$
|
(38
|
)
|
|
$
|
—
|
|
|
$
|
304
|
|
Derivative liabilities
|
|
(39
|
)
|
|
—
|
|
|
(39
|
)
|
|
38
|
|
|
—
|
|
|
(1
|
)
|
As of December 31, 2014
|
||||||||||||||||||||||||
Offsetting of Derivative Assets/Liabilities
|
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
in the Condensed
Consolidated Balance Sheet
|
|
|
||||||||||||||
Description
|
|
Gross Amounts of Recognized Assets/Liabilities
|
|
Gross Amounts Offset in the Condensed Consolidated Balance Sheet
|
|
Amounts of Assets/Liabilities Presented
in the Condensed Consolidated
Balance Sheet
|
|
Derivative Financial Instruments
|
|
Cash Collateral Received/Pledged
|
|
Net Amount (Legal Offset)
|
||||||||||||
Derivative assets
|
|
$
|
349
|
|
|
$
|
—
|
|
|
$
|
349
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
349
|
|
Derivative liabilities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
5.
|
INVENTORIES
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Raw materials
|
|
$
|
1,206
|
|
|
$
|
909
|
|
Work in process
|
|
706
|
|
|
500
|
|
||
Finished goods
|
|
592
|
|
|
466
|
|
||
Total
|
|
$
|
2,504
|
|
|
$
|
1,875
|
|
|
|
|
|
|
||||
Reported as:
|
|
|
|
|
||||
Inventories
|
|
$
|
2,039
|
|
|
$
|
1,386
|
|
Other long-term assets
|
|
465
|
|
|
489
|
|
||
Total
|
|
$
|
2,504
|
|
|
$
|
1,875
|
|
6.
|
INTANGIBLE ASSETS
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Finite-lived intangible assets
|
|
$
|
10,228
|
|
|
$
|
10,641
|
|
Indefinite-lived intangible assets
|
|
432
|
|
|
432
|
|
||
Total intangible assets
|
|
$
|
10,660
|
|
|
$
|
11,073
|
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Intangible asset - sofosbuvir
|
|
$
|
10,720
|
|
|
$
|
1,106
|
|
|
$
|
10,720
|
|
|
$
|
757
|
|
Intangible asset - Ranexa
|
|
688
|
|
|
320
|
|
|
688
|
|
|
277
|
|
||||
Other
|
|
455
|
|
|
209
|
|
|
455
|
|
|
188
|
|
||||
Total
|
|
$
|
11,863
|
|
|
$
|
1,635
|
|
|
$
|
11,863
|
|
|
$
|
1,222
|
|
Fiscal Year
|
|
Amount
|
||
2015 (remaining six months)
|
|
$
|
413
|
|
2016
|
|
832
|
|
|
2017
|
|
846
|
|
|
2018
|
|
853
|
|
|
2019
|
|
741
|
|
|
2020
|
|
713
|
|
|
Total
|
|
$
|
4,398
|
|
|
|
Amount
|
||
Indefinite-lived intangible asset - momelotinib (formerly CYT387)
|
|
$
|
308
|
|
Indefinite-lived intangible assets - Other
|
|
117
|
|
|
|
|
425
|
|
|
Foreign currency translation adjustment
|
|
7
|
|
|
Total
|
|
$
|
432
|
|
7.
|
COLLABORATIVE ARRANGEMENTS
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Total assets
|
|
$
|
2,751
|
|
|
$
|
2,138
|
|
Cash and cash equivalents
|
|
245
|
|
|
250
|
|
||
Accounts receivable, net
|
|
279
|
|
|
297
|
|
||
Inventories
|
|
2,225
|
|
|
1,590
|
|
||
Total liabilities
|
|
1,910
|
|
|
1,157
|
|
||
Accounts payable
|
|
1,501
|
|
|
749
|
|
||
Other accrued liabilities
|
|
408
|
|
|
408
|
|
8.
|
DEBT AND CREDIT FACILITY
|
Type of Borrowing
|
|
Description
|
|
Issue Date
|
|
Due Date
|
|
Interest Rate
|
|
June 30,
2015 |
|
December 31, 2014
|
||||
Convertible Senior
|
|
May 2016 Notes
|
|
July 2010
|
|
May 2016
|
|
1.625%
|
|
$
|
352
|
|
|
$
|
483
|
|
Senior Unsecured
|
|
April 2021 Notes
|
|
March 2011
|
|
April 2021
|
|
4.50%
|
|
995
|
|
|
995
|
|
||
Senior Unsecured
|
|
December 2016 Notes
|
|
December 2011
|
|
December 2016
|
|
3.05%
|
|
700
|
|
|
700
|
|
||
Senior Unsecured
|
|
December 2021 Notes
|
|
December 2011
|
|
December 2021
|
|
4.40%
|
|
1,248
|
|
|
1,248
|
|
||
Senior Unsecured
|
|
December 2041 Notes
|
|
December 2011
|
|
December 2041
|
|
5.65%
|
|
998
|
|
|
998
|
|
||
Senior Unsecured
|
|
April 2019 Notes
|
|
March 2014
|
|
April 2019
|
|
2.05%
|
|
499
|
|
|
499
|
|
||
Senior Unsecured
|
|
April 2024 Notes
|
|
March 2014
|
|
April 2024
|
|
3.70%
|
|
1,748
|
|
|
1,747
|
|
||
Senior Unsecured
|
|
April 2044 Notes
|
|
March 2014
|
|
April 2044
|
|
4.80%
|
|
1,747
|
|
|
1,747
|
|
||
Senior Unsecured
|
|
February 2020 Notes
|
|
November 2014
|
|
February 2020
|
|
2.35%
|
|
499
|
|
|
499
|
|
||
Senior Unsecured
|
|
February 2025 Notes
|
|
November 2014
|
|
February 2025
|
|
3.50%
|
|
1,748
|
|
|
1,748
|
|
||
Senior Unsecured
|
|
February 2045 Notes
|
|
November 2014
|
|
February 2045
|
|
4.50%
|
|
1,740
|
|
|
1,740
|
|
||
Total debt, net
|
|
12,274
|
|
|
12,404
|
|
||||||||||
Less current portion
|
|
352
|
|
|
483
|
|
||||||||||
Total long-term debt, net
|
|
$
|
11,922
|
|
|
$
|
11,921
|
|
9.
|
COMMITMENTS AND CONTINGENCIES
|
10.
|
STOCKHOLDERS’ EQUITY
|
|
|
Gilead Stockholders' Equity
|
|
Noncontrolling
Interest
|
|
Total
Stockholders'
Equity
|
|||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
||||||||||||||||||||||
Balance at December 31, 2014
|
|
1,499
|
|
|
$
|
2
|
|
|
$
|
2,391
|
|
|
$
|
301
|
|
|
$
|
12,732
|
|
|
$
|
393
|
|
|
$
|
15,819
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,825
|
|
|
4
|
|
|
8,829
|
|
||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
||||||
Change in noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|
(50
|
)
|
||||||
Issuances under employee stock purchase plan
|
|
1
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||||
Issuances under equity incentive plans
|
|
14
|
|
|
—
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
151
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
188
|
|
||||||
Tax benefits from employee stock plans
|
|
—
|
|
|
—
|
|
|
326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
326
|
|
||||||
Repurchases of common stock
|
|
(41
|
)
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
(4,046
|
)
|
|
—
|
|
|
(4,131
|
)
|
||||||
Convertible notes settlement
|
|
—
|
|
|
—
|
|
|
(508
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(508
|
)
|
||||||
Convertible notes hedge settlement
|
|
—
|
|
|
—
|
|
|
508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
508
|
|
||||||
Dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(639
|
)
|
|
—
|
|
|
(639
|
)
|
||||||
Warrants settlement
|
|
—
|
|
|
—
|
|
|
(3,031
|
)
|
|
—
|
|
|
(834
|
)
|
|
—
|
|
|
(3,865
|
)
|
||||||
Reclassification to equity component of currently redeemable convertible notes
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Balance at June 30, 2015
|
|
1,473
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
247
|
|
|
$
|
16,038
|
|
|
$
|
347
|
|
|
$
|
16,634
|
|
|
|
Foreign Currency Items
|
|
Unrealized Gains and Losses on Available-for-Sale Securities
|
|
Unrealized Gains and Losses on Cash Flow Hedges
|
|
Total
|
||||||||
Balance at December 31, 2014
|
|
$
|
(54
|
)
|
|
$
|
12
|
|
|
$
|
343
|
|
|
$
|
301
|
|
Other comprehensive income (loss) before reclassifications
|
|
(7
|
)
|
|
3
|
|
|
273
|
|
|
269
|
|
||||
Amounts reclassified from accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
|
(323
|
)
|
||||
Net current period other comprehensive income (loss)
|
|
(7
|
)
|
|
3
|
|
|
(50
|
)
|
|
(54
|
)
|
||||
Balance at June 30, 2015
|
|
$
|
(61
|
)
|
|
$
|
15
|
|
|
$
|
293
|
|
|
$
|
247
|
|
11.
|
STOCK-BASED COMPENSATION
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cost of goods sold
|
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
6
|
|
|
$
|
5
|
|
Research and development expenses
|
|
42
|
|
|
37
|
|
|
84
|
|
|
71
|
|
||||
Selling, general and administrative expenses
|
|
51
|
|
|
44
|
|
|
98
|
|
|
89
|
|
||||
Stock-based compensation expenses included in total costs and expenses
|
|
96
|
|
|
83
|
|
|
188
|
|
|
165
|
|
||||
Income tax effect
|
|
(25
|
)
|
|
(11
|
)
|
|
(48
|
)
|
|
(30
|
)
|
||||
Stock-based compensation expenses, net of tax
|
|
$
|
71
|
|
|
$
|
72
|
|
|
$
|
140
|
|
|
$
|
135
|
|
12.
|
NET INCOME PER SHARE ATTRIBUTABLE TO GILEAD COMMON STOCKHOLDERS
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income attributable to Gilead
|
|
$
|
4,492
|
|
|
$
|
3,656
|
|
|
$
|
8,825
|
|
|
$
|
5,883
|
|
Shares used in per share calculation - basic
|
|
1,472
|
|
|
1,533
|
|
|
1,480
|
|
|
1,535
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
||||||||
Stock options and equivalents
|
|
23
|
|
|
31
|
|
|
25
|
|
|
33
|
|
||||
Conversion spread related to the May Notes
|
|
14
|
|
|
31
|
|
|
15
|
|
|
35
|
|
||||
Warrants related to the May Notes
|
|
31
|
|
|
69
|
|
|
35
|
|
|
69
|
|
||||
Shares used in per share calculation - diluted
|
|
1,540
|
|
|
1,664
|
|
|
1,555
|
|
|
1,672
|
|
13.
|
SEGMENT INFORMATION
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Antiviral products:
|
|
|
|
|
|
|
|
|
||||||||
Harvoni
|
|
$
|
3,608
|
|
|
$
|
—
|
|
|
$
|
7,187
|
|
|
$
|
—
|
|
Sovaldi
|
|
1,291
|
|
|
3,481
|
|
|
2,263
|
|
|
5,755
|
|
||||
Truvada
|
|
849
|
|
|
806
|
|
|
1,620
|
|
|
1,566
|
|
||||
Atripla
|
|
782
|
|
|
870
|
|
|
1,516
|
|
|
1,650
|
|
||||
Stribild
|
|
447
|
|
|
270
|
|
|
803
|
|
|
485
|
|
||||
Complera/Eviplera
|
|
367
|
|
|
299
|
|
|
687
|
|
|
550
|
|
||||
Viread
|
|
271
|
|
|
261
|
|
|
505
|
|
|
472
|
|
||||
Other antiviral
|
|
16
|
|
|
25
|
|
|
38
|
|
|
43
|
|
||||
Total antiviral products
|
|
7,631
|
|
|
6,012
|
|
|
14,619
|
|
|
10,521
|
|
||||
Other products:
|
|
|
|
|
|
|
|
|
||||||||
Letairis
|
|
176
|
|
|
145
|
|
|
327
|
|
|
268
|
|
||||
Ranexa
|
|
141
|
|
|
123
|
|
|
258
|
|
|
234
|
|
||||
AmBisome
|
|
103
|
|
|
94
|
|
|
188
|
|
|
186
|
|
||||
Zydelig
|
|
30
|
|
|
—
|
|
|
56
|
|
|
—
|
|
||||
Other
|
|
45
|
|
|
39
|
|
|
83
|
|
|
75
|
|
||||
Total product sales
|
|
$
|
8,126
|
|
|
$
|
6,413
|
|
|
$
|
15,531
|
|
|
$
|
11,284
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30,
|
|
June 30,
|
||||||||
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||
McKesson Corp.
|
|
24
|
%
|
|
25
|
%
|
|
25
|
%
|
|
24
|
%
|
AmerisourceBergen Corp.
|
|
20
|
%
|
|
27
|
%
|
|
20
|
%
|
|
27
|
%
|
Cardinal Health, Inc.
|
|
15
|
%
|
|
12
|
%
|
|
16
|
%
|
|
13
|
%
|
14.
|
INCOME TAXES
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Announced that the Japanese Ministry of Health, Labour and Welfare has approved Harvoni (ledipasvir 90 mg/sofosbuvir 400 mg), the first once-daily single-tablet regimen for the treatment of chronic HCV genotype 1 infection in adults with or without compensated cirrhosis, with a treatment duration of 12 weeks.
|
•
|
Submitted a new drug application (NDA) to the U.S. Food and Drug Administration (FDA) for an investigational, once-daily single tablet regimen that combines Gilead’s emtricitabine 200 mg and tenofovir alafenamide (TAF) 25 mg
|
•
|
Submitted a NDA to the FDA for two doses of an investigational fixed-dose combination of emtricitabine and tenofovir alafenamide (F/TAF) (200/10 mg and 200/25 mg) for the treatment of HIV-1 infection in adults and pediatric patients age 12 years and older, in combination with other HIV antiretroviral agents. Under the Prescription Drug User Fee Act, the FDA has set a target action date of April 7, 2016.
|
◦
|
This was the second F/TAF-based NDA submitted to the FDA for review. In November 2014, we filed an NDA for an investigational once-daily single tablet regimen containing elvitegravir 150 mg, cobicistat 150 mg, emtricitabine 200 mg and TAF 10 mg (E/C/F/TAF). The FDA has set a target action date of November 5, 2015.
|
•
|
Announced that Gilead's marketing authorization application (MAA) for two doses of F/TAF (200/10 mg and 200/25 mg) was fully validated and under evaluation by the European Medicines Agency. The data included in the application support the use of F/TAF for the treatment of HIV-1 infection in adults in combination with other HIV antiretroviral agents.
|
•
|
Presented data at the 50th Annual Meeting of the European Association for the Study of the Liver including:
|
◦
|
Positive results from two studies evaluating the safety and efficacy of investigational uses of sofosbuvir-based regimens in HCV-infected patients with genotypes 2, 3, 4 and 5. Results from the BOSON study of sofosbuvir in combination with ribavirin or with pegylated interferon and ribavirin demonstrated high cure rates across all patients with genotypes 2 and 3. Separately, results from a Phase 2 study demonstrated the safety and efficacy of ledipasvir/sofosbuvir in patients with genotypes 4 or 5 infection.
|
◦
|
Positive results from several Phase 2 clinical studies evaluating investigational uses of ledipasvir/sofosbuvir and other sofosbuvir-based regimens for the treatment of HCV infection in patients with advanced liver disease, including patients with decompensated cirrhosis, patients with fibrosing cholestatic hepatitis C (a rare and severe form of the disease following liver transplantation) and patients with portal hypertension.
|
◦
|
Positive pre-clinical data and results from Phase 1 and Phase 2 studies supporting the development of an investigational all-oral, pan-genotypic regimen of sofosbuvir, the investigational NS5A inhibitor velpatasvir (formerly GS-5816) and GS-9857, an investigational NS3/4A protease inhibitor. In pre-clinical studies, GS-9857 demonstrated similarly potent antiviral activity against HCV replicons of all tested genotypes (1-6), as well as an improved resistance profile compared to other HCV protease inhibitors. In a healthy volunteer study, GS-9857 demonstrated a favorable pharmacokinetic profile. Data from a three-day monotherapy study also demonstrated that GS-9857 was well-tolerated for HCV patients with genotypes 1, 2, 3 and 4 at the 100 mg dose.
|
•
|
Announced positive results from the Phase 3 clinical Study 119 of an investigational use of Zydelig (idelalisib) in combination with ofatumumab in previously-treated patients with chronic lymphocytic leukemia. In Study 119, there was a 73-percent reduction in the risk of disease progression or death in patients receiving Zydelig in combination with ofatumumab compared to ofatumumab alone. These results were presented at the 51st Annual Meeting of the American Society of Clinical Oncology.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
|
||||||||||||
(In millions)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||
Product sales
|
|
$
|
8,126
|
|
|
$
|
6,413
|
|
|
$
|
15,531
|
|
|
$
|
11,284
|
|
|
Royalty, contract and other revenues
|
|
118
|
|
|
122
|
|
|
307
|
|
|
250
|
|
|
||||
Total revenues
|
|
$
|
8,244
|
|
|
$
|
6,535
|
|
|
$
|
15,838
|
|
|
$
|
11,534
|
|
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
|
|
June 30,
|
|
|
||||||||||||||
(In millions, except percentages)
|
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Antiviral products:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Harvoni
|
|
$
|
3,608
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
7,187
|
|
|
$
|
—
|
|
|
—
|
|
Sovaldi
|
|
1,291
|
|
|
3,481
|
|
|
(63
|
)%
|
|
2,263
|
|
|
5,755
|
|
|
(61
|
)%
|
||||
Truvada
|
|
849
|
|
|
806
|
|
|
5
|
%
|
|
1,620
|
|
|
1,566
|
|
|
3
|
%
|
||||
Atripla
|
|
782
|
|
|
870
|
|
|
(10
|
)%
|
|
1,516
|
|
|
1,650
|
|
|
(8
|
)%
|
||||
Stribild
|
|
447
|
|
|
270
|
|
|
66
|
%
|
|
803
|
|
|
485
|
|
|
66
|
%
|
||||
Complera/Eviplera
|
|
367
|
|
|
299
|
|
|
23
|
%
|
|
687
|
|
|
550
|
|
|
25
|
%
|
||||
Viread
|
|
271
|
|
|
261
|
|
|
4
|
%
|
|
505
|
|
|
472
|
|
|
7
|
%
|
||||
Other antiviral
|
|
16
|
|
|
25
|
|
|
(36
|
)%
|
|
38
|
|
|
43
|
|
|
(12
|
)%
|
||||
Total antiviral products
|
|
7,631
|
|
|
6,012
|
|
|
27
|
%
|
|
14,619
|
|
|
10,521
|
|
|
39
|
%
|
||||
Other products:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Letairis
|
|
176
|
|
|
145
|
|
|
21
|
%
|
|
327
|
|
|
268
|
|
|
22
|
%
|
||||
Ranexa
|
|
141
|
|
|
123
|
|
|
15
|
%
|
|
258
|
|
|
234
|
|
|
10
|
%
|
||||
AmBisome
|
|
103
|
|
|
94
|
|
|
10
|
%
|
|
188
|
|
|
186
|
|
|
1
|
%
|
||||
Zydelig
|
|
30
|
|
|
—
|
|
|
—
|
|
|
56
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
45
|
|
|
39
|
|
|
15
|
%
|
|
83
|
|
|
75
|
|
|
11
|
%
|
||||
Total product sales
|
|
$
|
8,126
|
|
|
$
|
6,413
|
|
|
27
|
%
|
|
$
|
15,531
|
|
|
$
|
11,284
|
|
|
38
|
%
|
•
|
Harvoni
|
•
|
Atripla
|
•
|
Stribild
|
•
|
Complera/Eviplera
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
|
|
June 30,
|
||||||||||||
(In millions, except percentages)
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Cost of goods sold
|
|
$
|
998
|
|
|
$
|
925
|
|
|
$
|
1,880
|
|
|
$
|
1,738
|
|
Product gross margin
|
|
88
|
%
|
|
86
|
%
|
|
88
|
%
|
|
85
|
%
|
|
|
Three Months Ended
|
|
|
|
Six Months Ended
|
|
|
||||||||||||||
|
|
June 30,
|
|
|
|
June 30,
|
|
|
||||||||||||||
(In millions, except percentages)
|
|
2015
|
|
2014
|
|
Change
|
|
2015
|
|
2014
|
|
Change
|
||||||||||
Research and development expenses
|
|
$
|
818
|
|
|
$
|
584
|
|
|
40
|
%
|
|
$
|
1,514
|
|
|
$
|
1,179
|
|
|
28
|
%
|
Selling, general and administrative expenses
|
|
$
|
812
|
|
|
$
|
614
|
|
|
32
|
%
|
|
$
|
1,457
|
|
|
$
|
1,162
|
|
|
25
|
%
|
(In millions)
|
|
June 30, 2015
|
|
December 31, 2014
|
||||
Cash, cash equivalents and marketable securities
|
|
$
|
14,667
|
|
|
$
|
11,726
|
|
Working capital
|
|
$
|
9,168
|
|
|
$
|
11,953
|
|
|
|
Six months ended
|
||||||
|
|
June 30,
|
||||||
(In millions)
|
|
2015
|
|
2014
|
||||
Cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
11,359
|
|
|
$
|
5,753
|
|
Investing activities
|
|
$
|
(5,851
|
)
|
|
$
|
(648
|
)
|
Financing activities
|
|
$
|
(8,063
|
)
|
|
$
|
1,513
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
PART II.
|
OTHER INFORMATION
|
Item 1.
|
LEGAL PROCEEDINGS
|
•
|
As our HIV products are used over a longer period of time in many patients and in combination with other products, and additional studies are conducted, new issues with respect to safety, resistance and interactions with other drugs may arise, which could cause us to provide additional warnings or contraindications on our labels, narrow our approved indications or halt sales of a product, each of which could reduce our revenues.
|
•
|
As our HIV products mature, private insurers and government payers often reduce the amount they will reimburse patients for these products, which increases pressure on us to reduce prices.
|
•
|
A large part of the market for our HIV products consists of patients who are already taking other HIV drugs. If physicians do not see the benefit of our HIV products, the sales of our HIV products will be limited.
|
•
|
As new or generic HIV products are introduced into major markets, our ability to maintain pricing and market share may be affected.
|
•
|
our minimum base rebate amount owed to Medicaid on products reimbursed by Medicaid increased by 8%, and the discounts or rebates we owe to ADAPs and other Public Health Service entities which reimburse or purchase our products also increased by 8%;
|
•
|
we are required to extend rebates to patients receiving our products through Medicaid managed care organizations;
|
•
|
we are required to provide a 50% discount on products sold to patients while they are in the Medicare Part D “donut hole;” and
|
•
|
we, along with other pharmaceutical manufacturers of branded drug products, are required to pay a portion of an industry fee (also known as the Branded Prescription Drug (BPD) fee), of $3.0 billion for 2015 calculated based on select government sales during the 2013 calendar year as a percentage of total industry government sales.
|
•
|
we are unable to control the resources our corporate partners devote to our programs or products;
|
•
|
disputes may arise with respect to the ownership of rights to technology developed with our corporate partners;
|
•
|
disagreements with our corporate partners could cause delays in, or termination of, the research, development or commercialization of product candidates or result in litigation or arbitration;
|
•
|
contracts with our corporate partners may fail to provide significant protection or may fail to be effectively enforced if one of these partners fails to perform;
|
•
|
our corporate partners have considerable discretion in electing whether to pursue the development of any additional products and may pursue alternative technologies or products either on their own or in collaboration with our competitors;
|
•
|
our corporate partners with marketing rights may choose to pursue competing technologies or to devote fewer resources to the marketing of our products than they do to products of their own development; and
|
•
|
our distributors and our corporate partners may be unable to pay us, particularly in light of current economic conditions.
|
•
|
not provide us with accurate or timely information regarding their inventories, patient data or safety complaints;
|
•
|
not effectively sell or support Letairis or Cayston;
|
•
|
not devote the resources necessary to sell Letairis or Cayston in the volumes and within the time frames that we expect;
|
•
|
not be able to satisfy their financial obligations to us or others; or
|
•
|
cease operations.
|
•
|
obtain patents and licenses to patent rights;
|
•
|
preserve trade secrets;
|
•
|
defend against infringement and efforts to invalidate our patents; and
|
•
|
operate without infringing on the intellectual property of others.
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
Total Number of
Shares Purchased
(in thousands)
|
|
Average Price Paid per Share
(in dollars)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program (in thousands)
|
|
Maximum Fair Value of Shares that May Yet Be Purchased Under the Program
(in millions)
|
|
||||||
April 1 – April 30, 2015
|
7,775
|
|
|
$
|
101.76
|
|
|
7,746
|
|
|
$
|
14,212
|
|
|
May 1 – May 31, 2015
|
1,155
|
|
|
$
|
104.83
|
|
|
1,066
|
|
|
$
|
14,100
|
|
|
June 1 – June 30, 2015
|
34
|
|
|
$
|
117.67
|
|
|
—
|
|
|
$
|
14,100
|
|
|
Total
|
8,964
|
|
(1)
|
$
|
102.21
|
|
|
8,812
|
|
(1)
|
|
|
(1)
|
The difference between the total number of shares purchased and the total number of shares purchased as part of publicly announced programs is due to shares of common stock withheld by us from employee restricted stock awards in order to satisfy applicable tax withholding obligations.
|
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
Item 5.
|
OTHER INFORMATION
|
Item 6.
|
EXHIBITS
|
Exhibit
Footnote
|
|
Exhibit Number
|
|
Description of Document
|
(1)
|
1.1
|
|
Underwriting Agreement, dated March 4, 2014, among Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule 1 thereto
|
|
|
|
|
|
|
(45)
|
1.2
|
|
Underwriting Agreement, dated November 12, 2014, among Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule 1 thereto
|
|
|
|
|
|
|
†(2)
|
2.1
|
|
Agreement and Plan of Merger among Registrant, Merger Sub and Pharmasset, Inc., dated as of November 21, 2011
|
|
|
|
|
|
|
(3)
|
3.1
|
|
Restated Certificate of Incorporation of Registrant
|
|
|
|
|
|
|
(4)
|
3.2
|
|
Amended and Restated Bylaws of Registrant
|
|
|
|
|
|
|
|
4.1
|
|
Reference is made to Exhibit 3.1 and Exhibit 3.2
|
|
|
|
|
|
|
(5)
|
4.2
|
|
Indenture related to the Convertible Senior Notes due 2016 (2016 Notes), between Registrant and Wells Fargo Bank, National Association, as trustee (including form of 1.625% Convertible Senior Note due 2016), dated July 30, 2010
|
|
|
|
|
|
|
(6)
|
4.3
|
|
Indenture related to Senior Notes, dated as of March 30, 2011, between Registrant and Wells Fargo, National Association, as Trustee
|
|
|
|
|
|
|
(6)
|
4.4
|
|
First Supplemental Indenture related to Senior Notes, dated as of March 30, 2011, between Registrant and Wells Fargo, National Association, as Trustee (including form of Senior Notes)
|
|
|
|
|
|
|
(7)
|
4.5
|
|
Second Supplemental Indenture related to Senior Notes, dated as of December 13, 2011, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2014 Note, Form of 2016 Note, Form of 2021 Note, Form of 2041 Note)
|
|
|
|
|
|
|
(1)
|
4.6
|
|
Third Supplemental Indenture related to Senior Notes, dated as of March 7, 2014, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2019 Note, Form of 2024 Note, Form of 2044 Note)
|
|
|
|
|
|
|
(45)
|
4.7
|
|
Fourth Supplemental Indenture related to Senior Notes, dated as of November 17, 2014, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2020 Note, Form of 2025 Note, Form of 2045 Note)
|
|
|
|
|
|
|
(8)
|
10.1
|
|
Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated July 26, 2010, between Registrant and Goldman, Sachs & Co.
|
|
|
|
|
|
|
(8)
|
10.2
|
|
Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated July 26, 2010, between Registrant and JPMorgan Chase Bank, National Association
|
|
|
|
|
|
|
(8)
|
10.3
|
|
Confirmation of OTC Warrant Transaction, dated July 26, 2010, between Registrant and Goldman, Sachs & Co. for warrants expiring in 2016
|
|
|
|
|
|
|
(8)
|
10.4
|
|
Confirmation of OTC Warrant Transaction, dated July 26, 2010, between Registrant and JPMorgan Chase Bank, National Association for warrants expiring in 2016
|
|
|
|
|
|
|
(9)
|
10.5
|
|
Confirmation of OTC Additional Convertible Note Hedge related to 2016 Notes, dated August 5, 2010, between Registrant and Goldman, Sachs & Co.
|
|
|
|
|
|
|
(9)
|
10.6
|
|
Confirmation of OTC Additional Convertible Note Hedge related to 2016 Notes, dated August 5, 2010, between Registrant and JPMorgan Chase Bank, National Association
|
|
|
|
|
|
|
(9)
|
10.7
|
|
Confirmation of OTC Additional Warrant Transaction, dated August 5, 2010, between Registrant and Goldman, Sachs & Co. for warrants expiring in 2016
|
|
|
|
|
|
|
(9)
|
10.8
|
|
Confirmation of OTC Additional Warrant Transaction, dated August 5, 2010, between Registrant and JPMorgan Chase Bank, National Association for warrants expiring in 2016
|
|
|
|
|
|
|
(9)
|
10.9
|
|
Amendment to Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated August 30, 2010, between Registrant and Goldman, Sachs & Co.
|
|
|
|
|
|
|
(9)
|
10.10
|
|
Amendment to Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated August 30, 2010, between Registrant and JPMorgan Chase Bank, National Association
|
|
|
|
|
|
|
(9)
|
10.11
|
|
Amendment to Confirmation of OTC Additional Convertible Note Hedge related to 2016 Notes, dated August 30, 2010, between Registrant and Goldman, Sachs & Co.
|
|
|
|
|
|
|
(9)
|
10.12
|
|
Amendment to Confirmation of OTC Additional Convertible Note Hedge related to 2016 Notes, dated August 30, 2010, between Registrant and JPMorgan Chase Bank, National Association
|
|
|
|
|
|
|
|
10.13
|
|
Amendment to Base Warrants (2016), dated May 8, 2015, between Registrant and Goldman, Sachs & Co.
|
|
|
|
|
|
|
|
10.14
|
|
Amendment to Base Warrants (2016), dated May 8, 2015, between Registrant and JPMorgan Chase Bank, National Association
|
|
|
|
|
|
(10)
|
10.15
|
|
5-Year Revolving Credit Facility Credit Agreement among Registrant and Gilead Biopharmaceutics Ireland UC (formerly Gilead Biopharmaceutics Ireland Corporation), as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, certain other lenders parties thereto, Barclays Capital, as Syndication Agent, and Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Wells Fargo Bank, N.A., as Co-Documentation Agents, dated as of January 12, 2012
|
|
|
|
|
|
|
(10)
|
10.16
|
|
Parent Guaranty Agreement (5-Year Revolving Credit Facility), dated as of January 12, 2012, by Registrant
|
|
|
|
|
|
|
*(3)
|
10.17
|
|
Gilead Sciences, Inc. 2004 Equity Incentive Plan, as amended through May 8, 2013
|
|
|
|
|
|
|
*(11)
|
10.18
|
|
Form of employee stock option agreement used under 2004 Equity Incentive Plan (for grants prior to February 2008)
|
|
|
|
|
|
|
*(12)
|
10.19
|
|
Form of employee stock option agreement used under 2004 Equity Incentive Plan (for grants made February 2008 through April 2009)
|
|
|
|
|
|
|
*(13)
|
10.20
|
|
Form of employee stock option agreement used under 2004 Equity Incentive Plan (for grants commencing in May 2009)
|
|
|
|
|
|
|
*(14)
|
10.21
|
|
Form of employee stock option agreement used under 2004 Equity Incentive Plan (for grants commencing in February 2010)
|
|
|
|
|
|
|
*(15)
|
10.22
|
|
Form of employee stock option agreement used under 2004 Equity Incentive Plan (for 2011 and subsequent year grants)
|
|
|
|
|
|
|
*(12)
|
10.23
|
|
Form of non-employee director stock option agreement used under 2004 Equity Incentive Plan (for grants prior to 2008)
|
|
|
|
|
|
|
*(12)
|
10.24
|
|
Form of non-employee director option agreement used under 2004 Equity Incentive Plan (for initial grants made in 2008)
|
|
|
|
|
|
|
*(12)
|
10.25
|
|
Form of non-employee director option agreement used under 2004 Equity Incentive Plan (for annual grants made in May 2008 and through May 2012)
|
|
|
|
|
|
|
*(13)
|
10.26
|
|
Form of non-employee director option agreement used under 2004 Equity Incentive Plan (for annual grants commencing in May 2009 and through May 2012)
|
|
|
|
|
|
|
*(16)
|
10.27
|
|
Form of non-employee director option agreement used under 2004 Equity Incentive Plan (for annual grants made in May 2013)
|
|
|
|
|
|
|
*(16)
|
10.28
|
|
Form of non-employee director option agreement (non-U.S.) used under 2004 Equity Incentive Plan (for annual grants made in May 2013)
|
|
|
|
|
|
|
*(17)
|
10.29
|
|
Form of non-employee director option agreement used under 2004 Equity Incentive Plan (for annual grants made in and after May 2014)
|
|
|
|
|
|
|
*(18)
|
10.30
|
|
Form of restricted stock unit issuance agreement used under 2004 Equity Incentive Plan (for annual grants to non-employee directors in May 2012)
|
|
|
|
|
|
|
*(13)
|
10.31
|
|
Form of restricted stock award agreement used under 2004 Equity Incentive Plan (for annual grants to certain non-employee directors prior to May 2012)
|
|
|
|
|
|
|
*(16)
|
10.32
|
|
Form of restricted stock unit issuance agreement used under 2004 Equity Incentive Plan (for annual grants to non-employee directors commencing in May 2013)
|
|
|
|
|
|
|
*(17)
|
10.33
|
|
Form of restricted stock unit issuance agreement used under 2004 Equity Incentive Plan (for annual grants to non-employee directors commencing in and after May 2014)
|
|
|
|
|
|
|
*(16)
|
10.34
|
|
Form of restricted stock unit issuance agreement (non-U.S.) used under 2004 Equity Incentive Plan (for annual grants to non-employee directors commencing in May 2013)
|
|
|
|
|
|
|
*(13)
|
10.35
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers made in 2009)
|
|
|
|
|
|
|
*(14)
|
10.36
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers made in 2010)
|
|
|
|
|
|
|
*(15)
|
10.37
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers made in 2011)
|
|
|
|
|
|
|
*(16)
|
10.38
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers made in 2012)
|
|
|
|
|
|
|
*(19)
|
10.39
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for TSR Goals in 2013 and 2014)
|
|
|
|
|
|
|
*(20)
|
10.40
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for Revenue Goals in 2013 and 2014)
|
|
|
|
|
|
|
*(21)
|
10.41
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for TSR Goals - Non-US in 2015)
|
|
|
|
|
|
|
*(21)
|
10.42
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for Revenue Goals - Non-US in 2015)
|
|
|
|
|
|
*(22)
|
10.43
|
|
Form of restricted stock unit issuance agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers made prior to May 2009)
|
|
|
|
|
|
|
*(13)
|
10.44
|
|
Form of restricted stock unit issuance agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers commencing in May 2009)
|
|
|
|
|
|
|
*(23)
|
10.45
|
|
Form of restricted stock unit issuance agreement used under the 2004 Equity Incentive Plan (service-based vesting for certain executive officers commencing in November 2009)
|
|
|
|
|
|
|
*(15)
|
10.46
|
|
Form of restricted stock unit issuance agreement used under the 2004 Equity Incentive Plan (service-based vesting for certain executive officers commencing in 2011)
|
|
|
|
|
|
|
*(24)
|
10.47
|
|
Gilead Sciences, Inc. Employee Stock Purchase Plan, restated on January 22, 2015
|
|
|
|
|
|
|
*(25)
|
10.48
|
|
Gilead Sciences, Inc. Deferred Compensation Plan-Basic Plan Document
|
|
|
|
|
|
|
*(23)
|
10.49
|
|
Gilead Sciences, Inc. Deferred Compensation Plan-Adoption Agreement
|
|
|
|
|
|
|
*(25)
|
10.50
|
|
Addendum to the Gilead Sciences, Inc. Deferred Compensation Plan
|
|
|
|
|
|
|
*(26)
|
10.51
|
|
Gilead Sciences, Inc. 2005 Deferred Compensation Plan, as amended and restated on October 23, 2008
|
|
|
|
|
|
|
*(19)
|
10.52
|
|
Gilead Sciences, Inc. Severance Plan, as amended on January 26, 2012
|
|
|
|
|
|
|
*(11)
|
10.53
|
|
Gilead Sciences, Inc. Corporate Bonus Plan
|
|
|
|
|
|
|
*(27)
|
10.54
|
|
Amended and Restated Gilead Sciences, Inc. Code Section 162(m) Bonus Plan
|
|
|
|
|
|
|
*(28)
|
10.55
|
|
2015 Base Salaries for the Named Executive Officers
|
|
|
|
|
|
|
*(29)
|
10.56
|
|
Offer Letter dated April 16, 2008 between Registrant and Robin Washington
|
|
|
|
|
|
|
*(30)
|
10.57
|
|
Form of Indemnity Agreement entered into between Registrant and its directors and executive officers
|
|
|
|
|
|
|
*(31)
|
10.58
|
|
Form of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain of its officers and key employees
|
|
|
|
|
|
|
*(14)
|
10.59
|
|
Form of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain of its officers and key employees (revised in September 2006)
|
|
|
|
|
|
|
+ (32)
|
10.60
|
|
Amended and Restated Collaboration Agreement by and among Registrant, Gilead Holdings, LLC, Bristol-Myers Squibb Company, E.R. Squibb & Sons, L.L.C., and Bristol-Myers Squibb & Gilead Sciences, LLC, dated September 28, 2006
|
|
|
|
|
|
|
+ (12)
|
10.61
|
|
Commercialization Agreement by and between Gilead Sciences Ireland UC (formerly Gilead Sciences Limited) and Bristol-Myers Squibb Company, dated December 10, 2007
|
|
|
|
|
|
|
+ (33)
|
10.62
|
|
Amendment Agreement, dated October 25, 1993, between Registrant, the Institute of Organic Chemistry and Biochemistry (IOCB) and Rega Stichting v.z.w. (REGA), together with the following exhibits: the License Agreement, dated December 15, 1991, between Registrant, IOCB and REGA (the 1991 License Agreement), the License Agreement, dated October 15, 1992, between Registrant, IOCB and REGA (the October 1992 License Agreement) and the License Agreement, dated December 1, 1992, between Registrant, IOCB and REGA (the December 1992 License Agreement)
|
|
|
|
|
|
|
+ (34)
|
10.63
|
|
Amendment Agreement between Registrant and IOCB/REGA, dated December 27, 2000 amending the 1991 License Agreement and the December 1992 License Agreement
|
|
|
|
|
|
|
+ (32)
|
10.64
|
|
Sixth Amendment Agreement to the License Agreement, between IOCB/REGA and Registrant, dated August 18, 2006 amending the October 1992 License Agreement and the December 1992 License Agreement
|
|
|
|
|
|
|
+ (35)
|
10.65
|
|
Seventh Amendment Agreement to the License Agreement, between IOCB/REGA and Registrant dated July 1, 2013 amending the October 1992 License Agreement and the December 1992 License Agreement
|
|
|
|
|
|
|
+ (36)
|
10.66
|
|
Exclusive License Agreement between Registrant (as successor to Triangle Pharmaceuticals, Inc.), Glaxo Group Limited, The Wellcome Foundation Limited, Glaxo Wellcome Inc. and Emory University, dated May 6, 1999
|
|
|
|
|
|
|
+ (37)
|
10.67
|
|
Royalty Sale Agreement by and among Registrant, Emory University and Investors Trust & Custodial Services (Ireland) Limited, solely in its capacity as Trustee of Royalty Pharma, dated July 18, 2005
|
|
|
|
|
|
|
+ (37)
|
10.68
|
|
Amended and Restated License Agreement between Registrant, Emory University and Investors Trust & Custodial Services (Ireland) Limited, solely in its capacity as Trustee of Royalty Pharma, dated July 21, 2005
|
|
|
|
|
|
|
+ (38)
|
10.69
|
|
License Agreement between Japan Tobacco Inc. and Registrant, dated March 22, 2005
|
|
|
|
|
|
|
+ (39)
|
10.70
|
|
First Amendment to License Agreement between Japan Tobacco Inc. and Registrant, dated May 19, 2005
|
|
|
|
|
|
|
+ (39)
|
10.71
|
|
Second Amendment to License Agreement between Japan Tobacco Inc. and Registrant, dated May 17, 2010
|
|
|
|
|
|
|
+
|
10.72
|
|
Third Amendment (Revised) to License Agreement between Japan Tobacco Inc. and Registrant, dated June 10, 2015
|
|
|
|
|
|
+ (39)
|
10.73
|
|
Fourth Amendment to License Agreement between Japan Tobacco Inc. and Registrant, dated July 5, 2011
|
|
|
|
|
|
|
+(40)
|
10.74
|
|
Amendment to License Agreement between Japan Tobacco Inc. and Registrant, dated October 10, 2013
|
|
|
|
|
|
|
+(41)
|
10.75
|
|
Fifth Amendment to License Agreement between Japan Tobacco Inc. and Registrant, dated September 29, 2014
|
|
|
|
|
|
|
+(42)
|
10.76
|
|
Amended and Restated Collaboration Agreement by and among Registrant, Gilead Sciences Ireland UC (formerly Gilead Sciences Limited) and Janssen R&D Ireland, dated December 23, 2014
|
|
|
|
|
|
|
+(43)
|
10.77
|
|
Master Clinical and Commercial Supply Agreement between Gilead World Markets, Limited, Registrant and Patheon Inc., dated January 1, 2003
|
|
|
|
|
|
|
+(44)
|
10.78
|
|
Restated and Amended Toll Manufacturing Agreement between Gilead Sciences Ireland UC (formerly Gilead Sciences Limited), Registrant and Takeda GmbH (formerly Nycomed GmbH and Altana Pharma Oranienburg GmbH), dated November 7, 2005
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
|
|
|
|
32.1**
|
|
Certifications of Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350)
|
|
|
|
|
|
|
|
101***
|
|
The following materials from Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Condensed Consolidated Balance Sheets (unaudited), (ii) Condensed Consolidated Statements of Income (unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (unaudited), (iv) Condensed Consolidated Statements of Cash Flows (unaudited) and (v) Notes to Condensed Consolidated Financial Statements (unaudited).
|
|
|
|
|
|
(1)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on March 7, 2014, and incorporated herein by reference.
|
(2)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on November 25, 2011, and incorporated herein by reference.
|
(3)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on May 8, 2014, and incorporated herein by reference.
|
(4)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on May 17, 2011, and incorporated herein by reference.
|
(5)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on August 2, 2010, and incorporated herein by reference.
|
(6)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on April 1, 2011, and incorporated herein by reference.
|
(7)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on December 13, 2011, and incorporated herein by reference.
|
(8)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference.
|
(9)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, and incorporated herein by reference.
|
(10)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on January 17, 2012, and incorporated herein by reference.
|
(11)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K/A filed on February 22, 2006, and incorporated herein by reference.
|
(12)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference.
|
(13)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference.
|
(14)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference.
|
(15)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference.
|
(16)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, and incorporated herein by reference
|
(17)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, and incorporated herein by reference.
|
(18)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and incorporated herein by reference.
|
(19)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference.
|
(20)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and incorporated herein by reference.
|
(21)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and incorporated herein by reference.
|
(22)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K first filed on December 19, 2007, and incorporated herein by reference.
|
(23)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and incorporated herein by reference.
|
(24)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on May 8, 2015, and incorporated herein by reference.
|
(25)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and incorporated herein by reference.
|
(26)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference.
|
(27)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on May 13, 2013, and incorporated herein by reference.
|
(28)
|
Information is included in Registrant's Current Report on Form 8-K filed on January 28, 2015, and incorporated herein by reference.
|
(29)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and incorporated herein by reference.
|
(30)
|
Filed as an exhibit to Registrant's Registration Statement on Form S-1 (No. 33-55680), as amended, and incorporated herein by reference.
|
(31)
|
Filed as an exhibit to Registrant's Registration Statement on Form S-8 (No. 333-102912) filed on January 31, 2003, and incorporated herein by reference.
|
(32)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and incorporated herein by reference.
|
(33)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1994, and incorporated herein by reference.
|
(34)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and incorporated herein by reference.
|
(35)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, and incorporated herein by reference.
|
(36)
|
Filed as an exhibit to Triangle Pharmaceuticals, Inc.'s Quarterly Report on Form 10-Q/A filed on November 3, 1999, and incorporated herein by reference.
|
(37)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference.
|
(38)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and incorporated herein by reference.
|
(39)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, and incorporated herein by reference.
|
(40)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.
|
(41)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, and incorporated herein by reference.
|
(42)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.
|
(43)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and incorporated herein by reference.
|
(44)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and incorporated herein by reference.
|
(45)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on November 17, 2014, and incorporated herein by reference.
|
†
|
The Agreement and Plan of Merger (the Pharmasset Merger Agreement) contains representations and warranties of Registrant, Merger Sub and Pharmasset, Inc. made solely to each other as of specific dates. Those representations and warranties were made solely for purposes of the Pharmasset Merger Agreement and may be subject to important qualifications and limitations agreed to by Registrant, Merger Sub and Pharmasset, Inc. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a standard of materiality provided for in the Pharmasset Merger Agreement and have been used for the purpose of allocating risk among Registrant, Merger Sub and Pharmasset, Inc. rather than establishing matters as facts.
|
*
|
Management contract or compensatory plan or arrangement.
|
**
|
This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
|
***
|
XBRL information is filed herewith.
|
+
|
Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk (the Mark). This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the Mark pursuant to Registrant's Application Requesting Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
|
|
|
GILEAD SCIENCES, INC.
|
|
|
(Registrant)
|
|
|
|
Date:
|
August 5, 2015
|
/s/ J
OHN
C. M
ARTIN
|
|
|
John C. Martin, Ph.D.
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Date:
|
August 5, 2015
|
/s/ R
OBIN
L. W
ASHINGTON
|
|
|
Robin L. Washington
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Exhibit
Footnote
|
|
Exhibit Number
|
|
Description of Document
|
(1)
|
1.1
|
|
Underwriting Agreement, dated March 4, 2014, among Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule 1 thereto
|
|
|
|
|
|
|
(45)
|
1.2
|
|
Underwriting Agreement, dated November 12, 2014, among Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities LLC, as representatives of the several underwriters listed in Schedule 1 thereto
|
|
|
|
|
|
|
†(2)
|
2.1
|
|
Agreement and Plan of Merger among Registrant, Merger Sub and Pharmasset, Inc., dated as of November 21, 2011
|
|
|
|
|
|
|
(3)
|
3.1
|
|
Restated Certificate of Incorporation of Registrant
|
|
|
|
|
|
|
(4)
|
3.2
|
|
Amended and Restated Bylaws of Registrant
|
|
|
|
|
|
|
|
4.1
|
|
Reference is made to Exhibit 3.1 and Exhibit 3.2
|
|
|
|
|
|
|
(5)
|
4.2
|
|
Indenture related to the Convertible Senior Notes due 2016 (2016 Notes), between Registrant and Wells Fargo Bank, National Association, as trustee (including form of 1.625% Convertible Senior Note due 2016), dated July 30, 2010
|
|
|
|
|
|
|
(6)
|
4.3
|
|
Indenture related to Senior Notes, dated as of March 30, 2011, between Registrant and Wells Fargo, National Association, as Trustee
|
|
|
|
|
|
|
(6)
|
4.4
|
|
First Supplemental Indenture related to Senior Notes, dated as of March 30, 2011, between Registrant and Wells Fargo, National Association, as Trustee (including form of Senior Notes)
|
|
|
|
|
|
|
(7)
|
4.5
|
|
Second Supplemental Indenture related to Senior Notes, dated as of December 13, 2011, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2014 Note, Form of 2016 Note, Form of 2021 Note, Form of 2041 Note)
|
|
|
|
|
|
|
(1)
|
4.6
|
|
Third Supplemental Indenture related to Senior Notes, dated as of March 7, 2014, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2019 Note, Form of 2024 Note, Form of 2044 Note)
|
|
|
|
|
|
|
(45)
|
4.7
|
|
Fourth Supplemental Indenture related to Senior Notes, dated as of November 17, 2014, between Registrant and Wells Fargo, National Association, as Trustee (including Form of 2020 Note, Form of 2025 Note, Form of 2045 Note)
|
|
|
|
|
|
|
(8)
|
10.1
|
|
Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated July 26, 2010, between Registrant and Goldman, Sachs & Co.
|
|
|
|
|
|
|
(8)
|
10.2
|
|
Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated July 26, 2010, between Registrant and JPMorgan Chase Bank, National Association
|
|
|
|
|
|
|
(8)
|
10.3
|
|
Confirmation of OTC Warrant Transaction, dated July 26, 2010, between Registrant and Goldman, Sachs & Co. for warrants expiring in 2016
|
|
|
|
|
|
|
(8)
|
10.4
|
|
Confirmation of OTC Warrant Transaction, dated July 26, 2010, between Registrant and JPMorgan Chase Bank, National Association for warrants expiring in 2016
|
|
|
|
|
|
|
(9)
|
10.5
|
|
Confirmation of OTC Additional Convertible Note Hedge related to 2016 Notes, dated August 5, 2010, between Registrant and Goldman, Sachs & Co.
|
|
|
|
|
|
|
(9)
|
10.6
|
|
Confirmation of OTC Additional Convertible Note Hedge related to 2016 Notes, dated August 5, 2010, between Registrant and JPMorgan Chase Bank, National Association
|
|
|
|
|
|
|
(9)
|
10.7
|
|
Confirmation of OTC Additional Warrant Transaction, dated August 5, 2010, between Registrant and Goldman, Sachs & Co. for warrants expiring in 2016
|
|
|
|
|
|
|
(9)
|
10.8
|
|
Confirmation of OTC Additional Warrant Transaction, dated August 5, 2010, between Registrant and JPMorgan Chase Bank, National Association for warrants expiring in 2016
|
|
|
|
|
|
|
(9)
|
10.9
|
|
Amendment to Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated August 30, 2010, between Registrant and Goldman, Sachs & Co.
|
|
|
|
|
|
|
(9)
|
10.10
|
|
Amendment to Confirmation of OTC Convertible Note Hedge related to 2016 Notes, dated August 30, 2010, between Registrant and JPMorgan Chase Bank, National Association
|
|
|
|
|
|
|
(9)
|
10.11
|
|
Amendment to Confirmation of OTC Additional Convertible Note Hedge related to 2016 Notes, dated August 30, 2010, between Registrant and Goldman, Sachs & Co.
|
|
|
|
|
|
|
(9)
|
10.12
|
|
Amendment to Confirmation of OTC Additional Convertible Note Hedge related to 2016 Notes, dated August 30, 2010, between Registrant and JPMorgan Chase Bank, National Association
|
|
|
|
|
|
|
|
10.13
|
|
Amendment to Base Warrants (2016), dated May 8, 2015, between Registrant and Goldman, Sachs & Co.
|
|
|
|
|
|
|
|
10.14
|
|
Amendment to Base Warrants (2016), dated May 8, 2015, between Registrant and JPMorgan Chase Bank, National Association
|
|
|
|
|
|
(10)
|
10.15
|
|
5-Year Revolving Credit Facility Credit Agreement among Registrant and Gilead Biopharmaceutics Ireland UC (formerly Gilead Biopharmaceutics Ireland Corporation), as Borrowers, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, certain other lenders parties thereto, Barclays Capital, as Syndication Agent, and Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A., Royal Bank of Canada and Wells Fargo Bank, N.A., as Co-Documentation Agents, dated as of January 12, 2012
|
|
|
|
|
|
|
(10)
|
10.16
|
|
Parent Guaranty Agreement (5-Year Revolving Credit Facility), dated as of January 12, 2012, by Registrant
|
|
|
|
|
|
|
*(3)
|
10.17
|
|
Gilead Sciences, Inc. 2004 Equity Incentive Plan, as amended through May 8, 2013
|
|
|
|
|
|
|
*(11)
|
10.18
|
|
Form of employee stock option agreement used under 2004 Equity Incentive Plan (for grants prior to February 2008)
|
|
|
|
|
|
|
*(12)
|
10.19
|
|
Form of employee stock option agreement used under 2004 Equity Incentive Plan (for grants made February 2008 through April 2009)
|
|
|
|
|
|
|
*(13)
|
10.20
|
|
Form of employee stock option agreement used under 2004 Equity Incentive Plan (for grants commencing in May 2009)
|
|
|
|
|
|
|
*(14)
|
10.21
|
|
Form of employee stock option agreement used under 2004 Equity Incentive Plan (for grants commencing in February 2010)
|
|
|
|
|
|
|
*(15)
|
10.22
|
|
Form of employee stock option agreement used under 2004 Equity Incentive Plan (for 2011 and subsequent year grants)
|
|
|
|
|
|
|
*(12)
|
10.23
|
|
Form of non-employee director stock option agreement used under 2004 Equity Incentive Plan (for grants prior to 2008)
|
|
|
|
|
|
|
*(12)
|
10.24
|
|
Form of non-employee director option agreement used under 2004 Equity Incentive Plan (for initial grants made in 2008)
|
|
|
|
|
|
|
*(12)
|
10.25
|
|
Form of non-employee director option agreement used under 2004 Equity Incentive Plan (for annual grants made in May 2008 and through May 2012)
|
|
|
|
|
|
|
*(13)
|
10.26
|
|
Form of non-employee director option agreement used under 2004 Equity Incentive Plan (for annual grants commencing in May 2009 and through May 2012)
|
|
|
|
|
|
|
*(16)
|
10.27
|
|
Form of non-employee director option agreement used under 2004 Equity Incentive Plan (for annual grants made in May 2013)
|
|
|
|
|
|
|
*(16)
|
10.28
|
|
Form of non-employee director option agreement (non-U.S.) used under 2004 Equity Incentive Plan (for annual grants made in May 2013)
|
|
|
|
|
|
|
*(17)
|
10.29
|
|
Form of non-employee director option agreement used under 2004 Equity Incentive Plan (for annual grants made in and after May 2014)
|
|
|
|
|
|
|
*(18)
|
10.30
|
|
Form of restricted stock unit issuance agreement used under 2004 Equity Incentive Plan (for annual grants to non-employee directors in May 2012)
|
|
|
|
|
|
|
*(13)
|
10.31
|
|
Form of restricted stock award agreement used under 2004 Equity Incentive Plan (for annual grants to certain non-employee directors prior to May 2012)
|
|
|
|
|
|
|
*(16)
|
10.32
|
|
Form of restricted stock unit issuance agreement used under 2004 Equity Incentive Plan (for annual grants to non-employee directors commencing in May 2013)
|
|
|
|
|
|
|
*(17)
|
10.33
|
|
Form of restricted stock unit issuance agreement used under 2004 Equity Incentive Plan (for annual grants to non-employee directors commencing in and after May 2014)
|
|
|
|
|
|
|
*(16)
|
10.34
|
|
Form of restricted stock unit issuance agreement (non-U.S.) used under 2004 Equity Incentive Plan (for annual grants to non-employee directors commencing in May 2013)
|
|
|
|
|
|
|
*(13)
|
10.35
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers made in 2009)
|
|
|
|
|
|
|
*(14)
|
10.36
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers made in 2010)
|
|
|
|
|
|
|
*(15)
|
10.37
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers made in 2011)
|
|
|
|
|
|
|
*(16)
|
10.38
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers made in 2012)
|
|
|
|
|
|
|
*(19)
|
10.39
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for TSR Goals in 2013 and 2014)
|
|
|
|
|
|
|
*(20)
|
10.40
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for Revenue Goals in 2013 and 2014)
|
|
|
|
|
|
|
*(21)
|
10.41
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for TSR Goals - Non-US in 2015)
|
|
|
|
|
|
|
*(21)
|
10.42
|
|
Form of performance share award agreement used under the 2004 Equity Incentive Plan (for Revenue Goals - Non-US in 2015)
|
|
|
|
|
|
*(22)
|
10.43
|
|
Form of restricted stock unit issuance agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers made prior to May 2009)
|
|
|
|
|
|
|
*(13)
|
10.44
|
|
Form of restricted stock unit issuance agreement used under the 2004 Equity Incentive Plan (for grants to certain executive officers commencing in May 2009)
|
|
|
|
|
|
|
*(23)
|
10.45
|
|
Form of restricted stock unit issuance agreement used under the 2004 Equity Incentive Plan (service-based vesting for certain executive officers commencing in November 2009)
|
|
|
|
|
|
|
*(15)
|
10.46
|
|
Form of restricted stock unit issuance agreement used under the 2004 Equity Incentive Plan (service-based vesting for certain executive officers commencing in 2011)
|
|
|
|
|
|
|
*(24)
|
10.47
|
|
Gilead Sciences, Inc. Employee Stock Purchase Plan, restated on January 22, 2015
|
|
|
|
|
|
|
*(25)
|
10.48
|
|
Gilead Sciences, Inc. Deferred Compensation Plan-Basic Plan Document
|
|
|
|
|
|
|
*(23)
|
10.49
|
|
Gilead Sciences, Inc. Deferred Compensation Plan-Adoption Agreement
|
|
|
|
|
|
|
*(25)
|
10.50
|
|
Addendum to the Gilead Sciences, Inc. Deferred Compensation Plan
|
|
|
|
|
|
|
*(26)
|
10.51
|
|
Gilead Sciences, Inc. 2005 Deferred Compensation Plan, as amended and restated on October 23, 2008
|
|
|
|
|
|
|
*(19)
|
10.52
|
|
Gilead Sciences, Inc. Severance Plan, as amended on January 26, 2012
|
|
|
|
|
|
|
*(11)
|
10.53
|
|
Gilead Sciences, Inc. Corporate Bonus Plan
|
|
|
|
|
|
|
*(27)
|
10.54
|
|
Amended and Restated Gilead Sciences, Inc. Code Section 162(m) Bonus Plan
|
|
|
|
|
|
|
*(28)
|
10.55
|
|
2015 Base Salaries for the Named Executive Officers
|
|
|
|
|
|
|
*(29)
|
10.56
|
|
Offer Letter dated April 16, 2008 between Registrant and Robin Washington
|
|
|
|
|
|
|
*(30)
|
10.57
|
|
Form of Indemnity Agreement entered into between Registrant and its directors and executive officers
|
|
|
|
|
|
|
*(31)
|
10.58
|
|
Form of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain of its officers and key employees
|
|
|
|
|
|
|
*(14)
|
10.59
|
|
Form of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain of its officers and key employees (revised in September 2006)
|
|
|
|
|
|
|
+ (32)
|
10.60
|
|
Amended and Restated Collaboration Agreement by and among Registrant, Gilead Holdings, LLC, Bristol-Myers Squibb Company, E.R. Squibb & Sons, L.L.C., and Bristol-Myers Squibb & Gilead Sciences, LLC, dated September 28, 2006
|
|
|
|
|
|
|
+ (12)
|
10.61
|
|
Commercialization Agreement by and between Gilead Sciences Ireland UC (formerly Gilead Sciences Limited) and Bristol-Myers Squibb Company, dated December 10, 2007
|
|
|
|
|
|
|
+ (33)
|
10.62
|
|
Amendment Agreement, dated October 25, 1993, between Registrant, the Institute of Organic Chemistry and Biochemistry (IOCB) and Rega Stichting v.z.w. (REGA), together with the following exhibits: the License Agreement, dated December 15, 1991, between Registrant, IOCB and REGA (the 1991 License Agreement), the License Agreement, dated October 15, 1992, between Registrant, IOCB and REGA (the October 1992 License Agreement) and the License Agreement, dated December 1, 1992, between Registrant, IOCB and REGA (the December 1992 License Agreement)
|
|
|
|
|
|
|
+ (34)
|
10.63
|
|
Amendment Agreement between Registrant and IOCB/REGA, dated December 27, 2000 amending the 1991 License Agreement and the December 1992 License Agreement
|
|
|
|
|
|
|
+ (32)
|
10.64
|
|
Sixth Amendment Agreement to the License Agreement, between IOCB/REGA and Registrant, dated August 18, 2006 amending the October 1992 License Agreement and the December 1992 License Agreement
|
|
|
|
|
|
|
+ (35)
|
10.65
|
|
Seventh Amendment Agreement to the License Agreement, between IOCB/REGA and Registrant dated July 1, 2013 amending the October 1992 License Agreement and the December 1992 License Agreement
|
|
|
|
|
|
|
+ (36)
|
10.66
|
|
Exclusive License Agreement between Registrant (as successor to Triangle Pharmaceuticals, Inc.), Glaxo Group Limited, The Wellcome Foundation Limited, Glaxo Wellcome Inc. and Emory University, dated May 6, 1999
|
|
|
|
|
|
|
+ (37)
|
10.67
|
|
Royalty Sale Agreement by and among Registrant, Emory University and Investors Trust & Custodial Services (Ireland) Limited, solely in its capacity as Trustee of Royalty Pharma, dated July 18, 2005
|
|
|
|
|
|
|
+ (37)
|
10.68
|
|
Amended and Restated License Agreement between Registrant, Emory University and Investors Trust & Custodial Services (Ireland) Limited, solely in its capacity as Trustee of Royalty Pharma, dated July 21, 2005
|
|
|
|
|
|
|
+ (38)
|
10.69
|
|
License Agreement between Japan Tobacco Inc. and Registrant, dated March 22, 2005
|
|
|
|
|
|
|
+ (39)
|
10.70
|
|
First Amendment to License Agreement between Japan Tobacco Inc. and Registrant, dated May 19, 2005
|
|
|
|
|
|
|
+ (39)
|
10.71
|
|
Second Amendment to License Agreement between Japan Tobacco Inc. and Registrant, dated May 17, 2010
|
|
|
|
|
|
|
+
|
10.72
|
|
Third Amendment (Revised) to License Agreement between Japan Tobacco Inc. and Registrant, dated June 10, 2015
|
|
|
|
|
|
+ (39)
|
10.73
|
|
Fourth Amendment to License Agreement between Japan Tobacco Inc. and Registrant, dated July 5, 2011
|
|
|
|
|
|
|
+(40)
|
10.74
|
|
Amendment to License Agreement between Japan Tobacco Inc. and Registrant, dated October 10, 2013
|
|
|
|
|
|
|
+(41)
|
10.75
|
|
Fifth Amendment to License Agreement between Japan Tobacco Inc. and Registrant, dated September 29, 2014
|
|
|
|
|
|
|
+(42)
|
10.76
|
|
Amended and Restated Collaboration Agreement by and among Registrant, Gilead Sciences Ireland UC (formerly Gilead Sciences Limited) and Janssen R&D Ireland, dated December 23, 2014
|
|
|
|
|
|
|
+(43)
|
10.77
|
|
Master Clinical and Commercial Supply Agreement between Gilead World Markets, Limited, Registrant and Patheon Inc., dated January 1, 2003
|
|
|
|
|
|
|
+(44)
|
10.78
|
|
Restated and Amended Toll Manufacturing Agreement between Gilead Sciences Ireland UC (formerly Gilead Sciences Limited), Registrant and Takeda GmbH (formerly Nycomed GmbH and Altana Pharma Oranienburg GmbH), dated November 7, 2005
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended
|
|
|
|
|
|
|
|
32.1**
|
|
Certifications of Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350)
|
|
|
|
|
|
|
|
101***
|
|
The following materials from Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in Extensible Business Reporting Language (XBRL) includes: (i) Condensed Consolidated Balance Sheets (unaudited), (ii) Condensed Consolidated Statements of Income (unaudited), (iii) Condensed Consolidated Statements of Comprehensive Income (unaudited), (iv) Condensed Consolidated Statements of Cash Flows (unaudited) and (v) Notes to Condensed Consolidated Financial Statements (unaudited).
|
|
|
|
|
|
(1)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on March 7, 2014, and incorporated herein by reference.
|
(2)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on November 25, 2011, and incorporated herein by reference.
|
(3)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on May 8, 2014, and incorporated herein by reference.
|
(4)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on May 17, 2011, and incorporated herein by reference.
|
(5)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on August 2, 2010, and incorporated herein by reference.
|
(6)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on April 1, 2011, and incorporated herein by reference.
|
(7)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on December 13, 2011, and incorporated herein by reference.
|
(8)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, and incorporated herein by reference.
|
(9)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, and incorporated herein by reference.
|
(10)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on January 17, 2012, and incorporated herein by reference.
|
(11)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K/A filed on February 22, 2006, and incorporated herein by reference.
|
(12)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and incorporated herein by reference.
|
(13)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference.
|
(14)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and incorporated herein by reference.
|
(15)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference.
|
(16)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, and incorporated herein by reference
|
(17)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, and incorporated herein by reference.
|
(18)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, and incorporated herein by reference.
|
(19)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, and incorporated herein by reference.
|
(20)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and incorporated herein by reference.
|
(21)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and incorporated herein by reference.
|
(22)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K first filed on December 19, 2007, and incorporated herein by reference.
|
(23)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and incorporated herein by reference.
|
(24)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on May 8, 2015, and incorporated herein by reference.
|
(25)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, and incorporated herein by reference.
|
(26)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2008, and incorporated herein by reference.
|
(27)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on May 13, 2013, and incorporated herein by reference.
|
(28)
|
Information is included in Registrant's Current Report on Form 8-K filed on January 28, 2015, and incorporated herein by reference.
|
(29)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, and incorporated herein by reference.
|
(30)
|
Filed as an exhibit to Registrant's Registration Statement on Form S-1 (No. 33-55680), as amended, and incorporated herein by reference.
|
(31)
|
Filed as an exhibit to Registrant's Registration Statement on Form S-8 (No. 333-102912) filed on January 31, 2003, and incorporated herein by reference.
|
(32)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, and incorporated herein by reference.
|
(33)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1994, and incorporated herein by reference.
|
(34)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000, and incorporated herein by reference.
|
(35)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, and incorporated herein by reference.
|
(36)
|
Filed as an exhibit to Triangle Pharmaceuticals, Inc.'s Quarterly Report on Form 10-Q/A filed on November 3, 1999, and incorporated herein by reference.
|
(37)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, and incorporated herein by reference.
|
(38)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005, and incorporated herein by reference.
|
(39)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, and incorporated herein by reference.
|
(40)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and incorporated herein by reference.
|
(41)
|
Filed as an exhibit to Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, and incorporated herein by reference.
|
(42)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2014, and incorporated herein by reference.
|
(43)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, and incorporated herein by reference.
|
(44)
|
Filed as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and incorporated herein by reference.
|
(45)
|
Filed as an exhibit to Registrant's Current Report on Form 8-K filed on November 17, 2014, and incorporated herein by reference.
|
†
|
The Agreement and Plan of Merger (the Pharmasset Merger Agreement) contains representations and warranties of Registrant, Merger Sub and Pharmasset, Inc. made solely to each other as of specific dates. Those representations and warranties were made solely for purposes of the Pharmasset Merger Agreement and may be subject to important qualifications and limitations agreed to by Registrant, Merger Sub and Pharmasset, Inc. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a standard of materiality provided for in the Pharmasset Merger Agreement and have been used for the purpose of allocating risk among Registrant, Merger Sub and Pharmasset, Inc. rather than establishing matters as facts.
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*
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Management contract or compensatory plan or arrangement.
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**
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This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.
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***
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XBRL information is filed herewith.
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+
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Certain confidential portions of this Exhibit were omitted by means of marking such portions with an asterisk (the Mark). This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the Mark pursuant to Registrant's Application Requesting Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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To:
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Gilead Sciences, Inc.
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From:
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Goldman, Sachs & Co.
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Re:
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Amendment to Base Warrants (2016)
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5.
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Role of Agent
. [Section Intentionally Deleted and Reserved.]
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GOLDMAN, SACHS & CO.
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By:
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Authorized Signatory
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Name:
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Gilead Sciences, Inc.
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By:
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Name:
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Title:
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To:
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Gilead Sciences, Inc.
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From:
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JPMorgan Chase Bank, National Association
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Re:
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Amendment to Base Warrants (2016)
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J.P. MORGAN SECURITIES LLC, AS AGENT FOR JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
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By:
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Authorized Signatory
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Name:
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Gilead Sciences, Inc.
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By:
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Name:
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Title:
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Gilead Sciences, Inc.
By:
/s/ Gregg H. Alton
Name: Gregg H. Alton
Title: Executive Vice President, Corporate & Medical Affairs
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Japan Tobacco Inc.
By:
/s/ Muneaki Fujimoto
Name: Muneaki Fujimoto
Title: President, Pharmaceutical Business
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/s/ J
OHN
C. M
ARTIN
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John C. Martin, Ph.D.
Chairman and Chief Executive Officer
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/
S
/ R
OBIN
L. W
ASHINGTON
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Robin L. Washington
Executive Vice President and Chief Financial Officer
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/s/ J
OHN
C. M
ARTIN
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/s/ R
OBIN
L. W
ASHINGTON
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John C. Martin, Ph.D.
Chairman and Chief Executive Officer
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Robin L. Washington
Executive Vice President and Chief Financial Officer
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