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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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94-3047598
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(State or Other Jurisdiction of Incorporation)
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(IRS Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value, $0.001 per share
|
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GILD
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The Nasdaq Global Select Market
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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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March 31, 2020
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December 31, 2019
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10,051
|
|
|
$
|
11,631
|
|
Short-term marketable securities
|
10,734
|
|
|
12,721
|
|
||
Accounts receivable, net of allowances of $793 and $758, respectively
|
3,907
|
|
|
3,582
|
|
||
Inventories
|
986
|
|
|
922
|
|
||
Prepaid and other current assets
|
1,272
|
|
|
1,440
|
|
||
Total current assets
|
26,950
|
|
|
30,296
|
|
||
Property, plant and equipment, net
|
4,564
|
|
|
4,502
|
|
||
Long-term marketable securities
|
3,529
|
|
|
1,488
|
|
||
Intangible assets, net
|
13,502
|
|
|
13,786
|
|
||
Goodwill
|
4,117
|
|
|
4,117
|
|
||
Other long-term assets
|
7,079
|
|
|
7,438
|
|
||
Total assets
|
$
|
59,741
|
|
|
$
|
61,627
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
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|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
590
|
|
|
$
|
713
|
|
Accrued government and other rebates
|
3,457
|
|
|
3,473
|
|
||
Other accrued liabilities
|
2,833
|
|
|
3,074
|
|
||
Current portion of long-term debt and other obligations, net
|
1,999
|
|
|
2,499
|
|
||
Total current liabilities
|
8,879
|
|
|
9,759
|
|
||
Long-term debt, net
|
22,098
|
|
|
22,094
|
|
||
Long-term income taxes payable
|
5,595
|
|
|
6,115
|
|
||
Other long-term obligations
|
990
|
|
|
1,009
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock, par value $0.001 per share; 5 shares authorized; none outstanding
|
—
|
|
|
—
|
|
||
Common stock, par value $0.001 per share; 5,600 shares authorized; 1,254 and 1,266 shares issued and outstanding, respectively
|
1
|
|
|
1
|
|
||
Additional paid-in capital
|
3,311
|
|
|
3,051
|
|
||
Accumulated other comprehensive income
|
46
|
|
|
85
|
|
||
Retained earnings
|
18,709
|
|
|
19,388
|
|
||
Total Gilead stockholders’ equity
|
22,067
|
|
|
22,525
|
|
||
Noncontrolling interest
|
112
|
|
|
125
|
|
||
Total stockholders’ equity
|
22,179
|
|
|
22,650
|
|
||
Total liabilities and stockholders’ equity
|
$
|
59,741
|
|
|
$
|
61,627
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Revenues:
|
|
|
|
|
||||
Product sales
|
|
$
|
5,467
|
|
|
$
|
5,200
|
|
Royalty, contract and other revenues
|
|
81
|
|
|
81
|
|
||
Total revenues
|
|
5,548
|
|
|
5,281
|
|
||
Costs and expenses:
|
|
|
|
|
||||
Cost of goods sold
|
|
969
|
|
|
957
|
|
||
Research and development expenses
|
|
1,101
|
|
|
1,057
|
|
||
Selling, general and administrative expenses
|
|
1,076
|
|
|
1,030
|
|
||
Total costs and expenses
|
|
3,146
|
|
|
3,044
|
|
||
Income from operations
|
|
2,402
|
|
|
2,237
|
|
||
Interest expense
|
|
(241
|
)
|
|
(254
|
)
|
||
Other income (expense), net
|
|
(158
|
)
|
|
367
|
|
||
Income before provision for income taxes
|
|
2,003
|
|
|
2,350
|
|
||
Provision for income taxes
|
|
465
|
|
|
382
|
|
||
Net income
|
|
1,538
|
|
|
1,968
|
|
||
Net loss attributable to noncontrolling interest
|
|
(13
|
)
|
|
(7
|
)
|
||
Net income attributable to Gilead
|
|
$
|
1,551
|
|
|
$
|
1,975
|
|
|
|
|
|
|
||||
Net income per share attributable to Gilead common stockholders - basic
|
|
$
|
1.23
|
|
|
$
|
1.55
|
|
Shares used in per share calculation - basic
|
|
1,262
|
|
|
1,276
|
|
||
Net income per share attributable to Gilead common stockholders - diluted
|
|
$
|
1.22
|
|
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$
|
1.54
|
|
Shares used in per share calculation - diluted
|
|
1,270
|
|
|
1,283
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net income
|
|
$
|
1,538
|
|
|
$
|
1,968
|
|
Other comprehensive income:
|
|
|
|
|
||||
Net foreign currency translation (loss) gain, net of tax
|
|
(39
|
)
|
|
21
|
|
||
Available-for-sale debt securities:
|
|
|
|
|
||||
Net unrealized (loss) gain, net of tax
|
|
(23
|
)
|
|
30
|
|
||
Reclassifications to net income, net of tax
|
|
(11
|
)
|
|
—
|
|
||
Net change
|
|
(34
|
)
|
|
30
|
|
||
Cash flow hedges:
|
|
|
|
|
||||
Net unrealized gain, net of tax
|
|
57
|
|
|
28
|
|
||
Reclassifications to net income, net of tax
|
|
(23
|
)
|
|
(29
|
)
|
||
Net change
|
|
34
|
|
|
(1
|
)
|
||
Other comprehensive (loss) income
|
|
(39
|
)
|
|
50
|
|
||
Comprehensive income
|
|
1,499
|
|
|
2,018
|
|
||
Comprehensive loss attributable to noncontrolling interest
|
|
(13
|
)
|
|
(7
|
)
|
||
Comprehensive income attributable to Gilead
|
|
$
|
1,512
|
|
|
$
|
2,025
|
|
|
|
Three Months Ended March 31, 2020
|
|||||||||||||||||||||||||
|
|
Gilead Stockholders’ Equity
|
|
Noncontrolling
Interest |
|
Total
Stockholders’ Equity |
|||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income |
|
Retained
Earnings |
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
||||||||||||||||||||||
Balance at December 31, 2019
|
|
1,266
|
|
|
$
|
1
|
|
|
$
|
3,051
|
|
|
$
|
85
|
|
|
$
|
19,388
|
|
|
$
|
125
|
|
|
$
|
22,650
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,551
|
|
|
(13
|
)
|
|
1,538
|
|
||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
||||||
Issuances under employee stock purchase plan
|
|
1
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
||||||
Issuances under equity incentive plans
|
|
7
|
|
|
—
|
|
|
111
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
141
|
|
||||||
Repurchases of common stock
|
|
(20
|
)
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(1,356
|
)
|
|
—
|
|
|
(1,414
|
)
|
||||||
Dividends declared ($0.68 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(867
|
)
|
|
—
|
|
|
(867
|
)
|
||||||
Cumulative effect from the adoption of new accounting standard (Note 1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
||||||
Balance at March 31, 2020
|
|
1,254
|
|
|
$
|
1
|
|
|
$
|
3,311
|
|
|
$
|
46
|
|
|
$
|
18,709
|
|
|
$
|
112
|
|
|
$
|
22,179
|
|
|
|
Three Months Ended March 31, 2019
|
|||||||||||||||||||||||||
|
|
Gilead Stockholders’ Equity
|
|
Noncontrolling
Interest |
|
Total
Stockholders’ Equity |
|||||||||||||||||||||
|
Common Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income |
|
Retained
Earnings |
|
|||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
||||||||||||||||||||||
Balance at December 31, 2018
|
|
1,282
|
|
|
$
|
1
|
|
|
$
|
2,282
|
|
|
$
|
80
|
|
|
$
|
19,024
|
|
|
$
|
147
|
|
|
$
|
21,534
|
|
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,975
|
|
|
(7
|
)
|
|
1,968
|
|
||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
||||||
Issuances under employee stock purchase plan
|
|
1
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63
|
|
||||||
Issuances under equity incentive plans
|
|
4
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
144
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
144
|
|
||||||
Repurchases of common stock
|
|
(13
|
)
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(867
|
)
|
|
—
|
|
|
(903
|
)
|
||||||
Dividends declared ($0.63 per share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(814
|
)
|
|
—
|
|
|
(814
|
)
|
||||||
Cumulative effect from the adoption of new accounting standard
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||
Balance at March 31, 2019
|
|
1,274
|
|
|
$
|
1
|
|
|
$
|
2,494
|
|
|
$
|
130
|
|
|
$
|
19,326
|
|
|
$
|
140
|
|
|
$
|
22,091
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Operating Activities:
|
|
|
|
|
||||
Net income
|
|
$
|
1,538
|
|
|
$
|
1,968
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Depreciation expense
|
|
68
|
|
|
60
|
|
||
Amortization expense
|
|
281
|
|
|
299
|
|
||
Stock-based compensation expense
|
|
141
|
|
|
143
|
|
||
Deferred income taxes
|
|
56
|
|
|
24
|
|
||
Net unrealized loss (gain) from equity securities
|
|
283
|
|
|
(197
|
)
|
||
Up-front and milestone expense related to collaborative and other arrangements
|
|
111
|
|
|
133
|
|
||
Other
|
|
59
|
|
|
40
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, net
|
|
(376
|
)
|
|
32
|
|
||
Inventories
|
|
15
|
|
|
(15
|
)
|
||
Prepaid expenses and other
|
|
46
|
|
|
(43
|
)
|
||
Accounts payable
|
|
(109
|
)
|
|
(201
|
)
|
||
Income taxes payable
|
|
(127
|
)
|
|
(249
|
)
|
||
Accrued liabilities and other
|
|
(550
|
)
|
|
(417
|
)
|
||
Net cash provided by operating activities
|
|
1,436
|
|
|
1,577
|
|
||
|
|
|
|
|
||||
Investing Activities:
|
|
|
|
|
||||
Purchases of marketable debt securities
|
|
(13,158
|
)
|
|
(6,722
|
)
|
||
Proceeds from sales of marketable debt securities
|
|
9,656
|
|
|
575
|
|
||
Proceeds from maturities of marketable debt securities
|
|
3,449
|
|
|
6,511
|
|
||
Up-front and milestone payments related to collaborative and other arrangements
|
|
(112
|
)
|
|
(133
|
)
|
||
Purchases of equity securities
|
|
(8
|
)
|
|
(56
|
)
|
||
Capital expenditures
|
|
(171
|
)
|
|
(237
|
)
|
||
Other
|
|
—
|
|
|
(182
|
)
|
||
Net cash used in investing activities
|
|
(344
|
)
|
|
(244
|
)
|
||
|
|
|
|
|
||||
Financing Activities:
|
|
|
|
|
||||
Proceeds from issuances of common stock
|
|
177
|
|
|
103
|
|
||
Repurchases of common stock
|
|
(1,328
|
)
|
|
(834
|
)
|
||
Repayments of debt and other obligations
|
|
(500
|
)
|
|
(750
|
)
|
||
Payments of dividends
|
|
(874
|
)
|
|
(817
|
)
|
||
Other
|
|
(86
|
)
|
|
(68
|
)
|
||
Net cash used in financing activities
|
|
(2,611
|
)
|
|
(2,366
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(61
|
)
|
|
20
|
|
||
Net change in cash and cash equivalents
|
|
(1,580
|
)
|
|
(1,013
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
11,631
|
|
|
17,940
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
10,051
|
|
|
$
|
16,927
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
REVENUES
|
|
|
Three Months Ended March 31, 2020
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||||
|
|
U.S.
|
|
Europe
|
|
Other Locations
|
|
Total
|
|
U.S.
|
|
Europe
|
|
Other Locations
|
|
Total
|
||||||||||||||||
Product sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Atripla
|
|
$
|
81
|
|
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
95
|
|
|
$
|
133
|
|
|
$
|
16
|
|
|
$
|
22
|
|
|
$
|
171
|
|
Biktarvy
|
|
1,412
|
|
|
181
|
|
|
100
|
|
|
1,693
|
|
|
739
|
|
|
48
|
|
|
6
|
|
|
793
|
|
||||||||
Complera/Eviplera
|
|
24
|
|
|
47
|
|
|
5
|
|
|
76
|
|
|
44
|
|
|
62
|
|
|
9
|
|
|
115
|
|
||||||||
Descovy
|
|
363
|
|
|
61
|
|
|
34
|
|
|
458
|
|
|
233
|
|
|
68
|
|
|
41
|
|
|
342
|
|
||||||||
Genvoya
|
|
612
|
|
|
151
|
|
|
61
|
|
|
824
|
|
|
728
|
|
|
193
|
|
|
94
|
|
|
1,015
|
|
||||||||
Odefsey
|
|
269
|
|
|
127
|
|
|
13
|
|
|
409
|
|
|
282
|
|
|
106
|
|
|
9
|
|
|
397
|
|
||||||||
Stribild
|
|
34
|
|
|
17
|
|
|
2
|
|
|
53
|
|
|
67
|
|
|
18
|
|
|
11
|
|
|
96
|
|
||||||||
Truvada
|
|
383
|
|
|
8
|
|
|
15
|
|
|
406
|
|
|
551
|
|
|
33
|
|
|
22
|
|
|
606
|
|
||||||||
Other HIV(1)
|
|
3
|
|
|
2
|
|
|
3
|
|
|
8
|
|
|
11
|
|
|
1
|
|
|
5
|
|
|
17
|
|
||||||||
Revenue share – Symtuza(2)
|
|
72
|
|
|
38
|
|
|
2
|
|
|
112
|
|
|
42
|
|
|
24
|
|
|
—
|
|
|
66
|
|
||||||||
AmBisome
|
|
18
|
|
|
59
|
|
|
42
|
|
|
119
|
|
|
8
|
|
|
57
|
|
|
28
|
|
|
93
|
|
||||||||
Ledipasvir/Sofosbuvir(3)
|
|
53
|
|
|
11
|
|
|
48
|
|
|
112
|
|
|
117
|
|
|
27
|
|
|
81
|
|
|
225
|
|
||||||||
Letairis
|
|
83
|
|
|
—
|
|
|
—
|
|
|
83
|
|
|
197
|
|
|
—
|
|
|
—
|
|
|
197
|
|
||||||||
Ranexa
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
155
|
|
|
—
|
|
|
—
|
|
|
155
|
|
||||||||
Sofosbuvir/Velpatasvir(4)
|
|
311
|
|
|
122
|
|
|
131
|
|
|
564
|
|
|
230
|
|
|
154
|
|
|
107
|
|
|
491
|
|
||||||||
Vemlidy
|
|
73
|
|
|
7
|
|
|
56
|
|
|
136
|
|
|
65
|
|
|
4
|
|
|
32
|
|
|
101
|
|
||||||||
Viread
|
|
4
|
|
|
11
|
|
|
25
|
|
|
40
|
|
|
12
|
|
|
14
|
|
|
46
|
|
|
72
|
|
||||||||
Vosevi
|
|
33
|
|
|
11
|
|
|
4
|
|
|
48
|
|
|
45
|
|
|
16
|
|
|
2
|
|
|
63
|
|
||||||||
Yescarta
|
|
103
|
|
|
37
|
|
|
—
|
|
|
140
|
|
|
90
|
|
|
6
|
|
|
—
|
|
|
96
|
|
||||||||
Zydelig
|
|
8
|
|
|
12
|
|
|
—
|
|
|
20
|
|
|
11
|
|
|
15
|
|
|
1
|
|
|
27
|
|
||||||||
Other(5)
|
|
42
|
|
|
18
|
|
|
3
|
|
|
63
|
|
|
36
|
|
|
20
|
|
|
6
|
|
|
62
|
|
||||||||
Total product sales
|
|
3,989
|
|
|
927
|
|
|
551
|
|
|
5,467
|
|
|
3,796
|
|
|
882
|
|
|
522
|
|
|
5,200
|
|
||||||||
Royalty, contract and other revenues
|
|
17
|
|
|
48
|
|
|
16
|
|
|
81
|
|
|
22
|
|
|
56
|
|
|
3
|
|
|
81
|
|
||||||||
Total revenues
|
|
$
|
4,006
|
|
|
$
|
975
|
|
|
$
|
567
|
|
|
$
|
5,548
|
|
|
$
|
3,818
|
|
|
$
|
938
|
|
|
$
|
525
|
|
|
$
|
5,281
|
|
____________________
|
|
Notes:
|
|
(1)
|
Includes Emtriva and Tybost
|
(2)
|
Represents our revenue from cobicistat (C), emtricitabine (FTC) and tenofovir alafenamide (TAF) in Symtuza (darunavir/C/FTC/TAF), a fixed dose combination product commercialized by Janssen Sciences Ireland UC
|
(3)
|
Amounts consist of sales of Harvoni and the authorized generic version of Harvoni sold by our separate subsidiary, Asegua Therapeutics LLC
|
(4)
|
Amounts consist of sales of Epclusa and the authorized generic version of Epclusa sold by our separate subsidiary, Asegua Therapeutics LLC
|
(5)
|
Includes Cayston, Hepsera and Sovaldi.
|
|
|
Three Months Ended
|
||||
|
|
March 31,
|
||||
|
|
2020
|
|
2019
|
||
AmerisourceBergen Corp.
|
|
22
|
%
|
|
21
|
%
|
Cardinal Health, Inc.
|
|
22
|
%
|
|
20
|
%
|
McKesson Corp.
|
|
21
|
%
|
|
20
|
%
|
3.
|
FAIR VALUE MEASUREMENTS
|
•
|
Level 1 inputs include quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2 inputs 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 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 assets and 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.
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Available-for-sale debt securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. treasury securities
|
$
|
2,072
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,072
|
|
|
$
|
2,433
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,433
|
|
Certificates of deposit
|
—
|
|
|
3,201
|
|
|
—
|
|
|
3,201
|
|
|
—
|
|
|
3,517
|
|
|
—
|
|
|
3,517
|
|
||||||||
U.S. government agencies securities
|
—
|
|
|
134
|
|
|
—
|
|
|
134
|
|
|
—
|
|
|
1,081
|
|
|
—
|
|
|
1,081
|
|
||||||||
Non-U.S. government securities
|
—
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
174
|
|
||||||||
Corporate debt securities
|
—
|
|
|
9,235
|
|
|
—
|
|
|
9,235
|
|
|
—
|
|
|
9,204
|
|
|
—
|
|
|
9,204
|
|
||||||||
Residential mortgage and asset-backed securities
|
—
|
|
|
256
|
|
|
—
|
|
|
256
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
91
|
|
||||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Equity investment in Galapagos
|
3,316
|
|
|
—
|
|
|
—
|
|
|
3,316
|
|
|
3,477
|
|
|
—
|
|
|
—
|
|
|
3,477
|
|
||||||||
Money market funds
|
7,763
|
|
|
—
|
|
|
—
|
|
|
7,763
|
|
|
7,069
|
|
|
—
|
|
|
—
|
|
|
7,069
|
|
||||||||
Other publicly traded equity securities
|
239
|
|
|
—
|
|
|
—
|
|
|
239
|
|
|
322
|
|
|
—
|
|
|
—
|
|
|
322
|
|
||||||||
Deferred compensation plan
|
156
|
|
|
—
|
|
|
—
|
|
|
156
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
171
|
|
||||||||
Foreign currency derivative contracts
|
—
|
|
|
76
|
|
|
—
|
|
|
76
|
|
|
—
|
|
|
37
|
|
|
—
|
|
|
37
|
|
||||||||
Total
|
$
|
13,546
|
|
|
$
|
12,924
|
|
|
$
|
—
|
|
|
$
|
26,470
|
|
|
$
|
13,472
|
|
|
$
|
14,104
|
|
|
$
|
—
|
|
|
$
|
27,576
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation plan
|
$
|
156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
171
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
171
|
|
Foreign currency derivative contracts
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||||
Total
|
$
|
156
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
161
|
|
|
$
|
171
|
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
179
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Cash and cash equivalents
|
$
|
7,763
|
|
|
$
|
7,069
|
|
Prepaid and other current assets
|
239
|
|
|
319
|
|
||
Other long-term assets
|
3,472
|
|
|
3,651
|
|
||
Total
|
$
|
11,474
|
|
|
$
|
11,039
|
|
4.
|
AVAILABLE-FOR-SALE DEBT SECURITIES
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
|
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
|
Amortized
Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Estimated
Fair Value |
||||||||||||||||
U.S. treasury securities
|
|
$
|
2,048
|
|
|
$
|
24
|
|
|
$
|
—
|
|
|
$
|
2,072
|
|
|
$
|
2,433
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,433
|
|
Certificates of deposit
|
|
3,201
|
|
|
—
|
|
|
—
|
|
|
3,201
|
|
|
3,517
|
|
|
—
|
|
|
—
|
|
|
3,517
|
|
||||||||
U.S. government agencies securities
|
|
134
|
|
|
—
|
|
|
—
|
|
|
134
|
|
|
1,081
|
|
|
—
|
|
|
—
|
|
|
1,081
|
|
||||||||
Non-U.S. government securities
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
174
|
|
|
—
|
|
|
—
|
|
|
174
|
|
||||||||
Corporate debt securities
|
|
9,287
|
|
|
3
|
|
|
(55
|
)
|
|
9,235
|
|
|
9,203
|
|
|
2
|
|
|
(1
|
)
|
|
9,204
|
|
||||||||
Residential mortgage and asset-backed securities
|
|
260
|
|
|
—
|
|
|
(4
|
)
|
|
256
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
91
|
|
||||||||
Total
|
|
$
|
14,952
|
|
|
$
|
27
|
|
|
$
|
(59
|
)
|
|
$
|
14,920
|
|
|
$
|
16,499
|
|
|
$
|
2
|
|
|
$
|
(1
|
)
|
|
$
|
16,500
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Cash and cash equivalents
|
|
$
|
657
|
|
|
$
|
2,291
|
|
Short-term marketable securities
|
|
10,734
|
|
|
12,721
|
|
||
Long-term marketable securities
|
|
3,529
|
|
|
1,488
|
|
||
Total
|
|
$
|
14,920
|
|
|
$
|
16,500
|
|
|
|
March 31, 2020
|
||||||
|
|
Amortized Cost
|
|
Fair Value
|
||||
Within one year
|
|
$
|
11,420
|
|
|
$
|
11,391
|
|
After one year through five years
|
|
3,513
|
|
|
3,510
|
|
||
After five years
|
|
19
|
|
|
19
|
|
||
Total
|
|
$
|
14,952
|
|
|
$
|
14,920
|
|
|
|
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 |
||||||||||||
March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
|
$
|
(55
|
)
|
|
$
|
5,639
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(55
|
)
|
|
$
|
5,639
|
|
Residential mortgage and asset-backed securities
|
|
(4
|
)
|
|
229
|
|
|
—
|
|
|
6
|
|
|
(4
|
)
|
|
235
|
|
||||||
Total
|
|
$
|
(59
|
)
|
|
$
|
5,868
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
(59
|
)
|
|
$
|
5,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corporate debt securities
|
|
$
|
(1
|
)
|
|
$
|
1,866
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
$
|
1,870
|
|
5.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
March 31, 2020
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
|
Classification
|
|
Fair Value
|
|
Classification
|
|
Fair Value
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
Other current assets
|
|
$
|
68
|
|
|
Other accrued liabilities
|
|
$
|
(4
|
)
|
Foreign currency exchange contracts
|
|
Other long-term assets
|
|
7
|
|
|
Other long-term obligations
|
|
(1
|
)
|
||
Total derivatives designated as hedges
|
|
|
|
75
|
|
|
|
|
(5
|
)
|
||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
||
Foreign currency exchange contracts
|
|
Other current assets
|
|
1
|
|
|
Other accrued liabilities
|
|
—
|
|
||
Total derivatives not designated as hedges
|
|
|
|
1
|
|
|
|
|
—
|
|
||
Total derivatives
|
|
|
|
$
|
76
|
|
|
|
|
$
|
(5
|
)
|
|
|
December 31, 2019
|
||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||
|
|
Classification
|
|
Fair Value
|
|
Classification
|
|
Fair Value
|
||||
Derivatives designated as hedges:
|
|
|
|
|
|
|
|
|
||||
Foreign currency exchange contracts
|
|
Other current assets
|
|
$
|
36
|
|
|
Other accrued liabilities
|
|
$
|
(6
|
)
|
Foreign currency exchange contracts
|
|
Other long-term assets
|
|
—
|
|
|
Other long-term obligations
|
|
(2
|
)
|
||
Total derivatives designated as hedges
|
|
|
|
36
|
|
|
|
|
(8
|
)
|
||
Derivatives not designated as hedges:
|
|
|
|
|
|
|
|
|
|
|
||
Foreign currency exchange contracts
|
|
Other current assets
|
|
1
|
|
|
Other accrued liabilities
|
|
—
|
|
||
Total derivatives not designated as hedges
|
|
|
|
1
|
|
|
|
|
—
|
|
||
Total derivatives
|
|
|
|
$
|
37
|
|
|
|
|
$
|
(8
|
)
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Derivatives designated as hedges:
|
|
|
|
|
||||
Gains recognized in AOCI
|
|
$
|
66
|
|
|
$
|
28
|
|
Gains reclassified from AOCI into product sales
|
|
27
|
|
|
29
|
|
||
Derivatives not designated as hedges:
|
|
|
|
|
||||
Gains (losses) recognized in Other income (expense), net
|
|
$
|
24
|
|
|
$
|
(6
|
)
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
on our Condensed
Consolidated Balance Sheets
|
|
|
||||||||||||||
Description
|
|
Gross Amounts
of Recognized
Assets/Liabilities
|
|
Gross Amounts
Offset on our
Condensed
Consolidated
Balance Sheets
|
|
Amounts of Assets/Liabilities Presented
on our Condensed Consolidated
Balance Sheets
|
|
Derivative
Financial
Instruments
|
|
Cash Collateral
Received/
Pledged
|
|
Net Amount
(Legal Offset)
|
||||||||||||
As of March 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets
|
|
$
|
76
|
|
|
$
|
—
|
|
|
$
|
76
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
71
|
|
Derivative liabilities
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
|
—
|
|
||||||
As of December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Derivative assets
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
37
|
|
|
$
|
(6
|
)
|
|
$
|
—
|
|
|
$
|
31
|
|
Derivative liabilities
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|
7
|
|
|
—
|
|
|
(1
|
)
|
6.
|
ACQUISITION, COLLABORATIONS AND OTHER ARRANGEMENTS
|
7.
|
OTHER FINANCIAL INFORMATION
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Raw materials
|
|
$
|
1,237
|
|
|
$
|
1,348
|
|
Work in process
|
|
188
|
|
|
170
|
|
||
Finished goods
|
|
596
|
|
|
549
|
|
||
Total
|
|
$
|
2,021
|
|
|
$
|
2,067
|
|
|
|
|
|
|
||||
Reported as:
|
|
|
|
|
||||
Inventories
|
|
$
|
986
|
|
|
$
|
922
|
|
Other long-term assets
|
|
1,035
|
|
|
1,145
|
|
||
Total
|
|
$
|
2,021
|
|
|
$
|
2,067
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Compensation and employee benefits
|
|
$
|
380
|
|
|
$
|
599
|
|
Income taxes payable
|
|
645
|
|
|
287
|
|
||
Other accrued expenses
|
|
1,808
|
|
|
2,188
|
|
||
Total
|
|
$
|
2,833
|
|
|
$
|
3,074
|
|
8.
|
INTANGIBLE ASSETS
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||||||||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Foreign Currency Translation Adjustment
|
|
Net Carrying Amount
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Foreign Currency Translation Adjustment
|
|
Net Carrying Amount
|
||||||||||||||||
Finite-lived assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Intangible asset - sofosbuvir
|
|
$
|
10,720
|
|
|
$
|
(4,428
|
)
|
|
$
|
—
|
|
|
$
|
6,292
|
|
|
$
|
10,720
|
|
|
$
|
(4,253
|
)
|
|
$
|
—
|
|
|
$
|
6,467
|
|
Intangible asset - axicabtagene ciloleucel
|
|
6,200
|
|
|
(847
|
)
|
|
—
|
|
|
5,353
|
|
|
6,200
|
|
|
(761
|
)
|
|
—
|
|
|
5,439
|
|
||||||||
Intangible asset - Ranexa
|
|
688
|
|
|
(688
|
)
|
|
—
|
|
|
—
|
|
|
688
|
|
|
(688
|
)
|
|
—
|
|
|
—
|
|
||||||||
Other
|
|
1,098
|
|
|
(474
|
)
|
|
(7
|
)
|
|
617
|
|
|
1,098
|
|
|
(454
|
)
|
|
(6
|
)
|
|
638
|
|
||||||||
Total finite-lived assets
|
|
18,706
|
|
|
(6,437
|
)
|
|
(7
|
)
|
|
12,262
|
|
|
18,706
|
|
|
(6,156
|
)
|
|
(6
|
)
|
|
12,544
|
|
||||||||
Indefinite-lived assets - IPR&D
|
|
1,247
|
|
|
—
|
|
|
(7
|
)
|
|
1,240
|
|
|
1,247
|
|
|
—
|
|
|
(5
|
)
|
|
1,242
|
|
||||||||
Total intangible assets
|
|
$
|
19,953
|
|
|
$
|
(6,437
|
)
|
|
$
|
(14
|
)
|
|
$
|
13,502
|
|
|
$
|
19,953
|
|
|
$
|
(6,156
|
)
|
|
$
|
(11
|
)
|
|
$
|
13,786
|
|
Fiscal Year
|
|
Amount
|
||
2020 (remaining nine months)
|
|
$
|
844
|
|
2021
|
|
1,124
|
|
|
2022
|
|
1,124
|
|
|
2023
|
|
1,124
|
|
|
2024
|
|
1,124
|
|
|
Thereafter
|
|
6,922
|
|
|
Total
|
|
$
|
12,262
|
|
9.
|
DEBT AND CREDIT FACILITIES
|
|
|
|
|
|
|
|
|
Carrying Amount
|
||||||
Type of Borrowing
|
|
Issue Date
|
|
Maturity Date
|
|
Interest Rate
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Senior Unsecured
|
|
November 2014
|
|
February 2020
|
|
2.35%
|
|
$
|
—
|
|
|
$
|
500
|
|
Senior Unsecured
|
|
September 2015
|
|
September 2020
|
|
2.55%
|
|
1,999
|
|
|
1,999
|
|
||
Senior Unsecured
|
|
March 2011
|
|
April 2021
|
|
4.50%
|
|
999
|
|
|
998
|
|
||
Senior Unsecured
|
|
December 2011
|
|
December 2021
|
|
4.40%
|
|
1,248
|
|
|
1,248
|
|
||
Senior Unsecured
|
|
September 2016
|
|
March 2022
|
|
1.95%
|
|
499
|
|
|
499
|
|
||
Senior Unsecured
|
|
September 2015
|
|
September 2022
|
|
3.25%
|
|
998
|
|
|
998
|
|
||
Senior Unsecured
|
|
September 2016
|
|
September 2023
|
|
2.50%
|
|
747
|
|
|
747
|
|
||
Senior Unsecured
|
|
March 2014
|
|
April 2024
|
|
3.70%
|
|
1,745
|
|
|
1,745
|
|
||
Senior Unsecured
|
|
November 2014
|
|
February 2025
|
|
3.50%
|
|
1,746
|
|
|
1,746
|
|
||
Senior Unsecured
|
|
September 2015
|
|
March 2026
|
|
3.65%
|
|
2,735
|
|
|
2,734
|
|
||
Senior Unsecured
|
|
September 2016
|
|
March 2027
|
|
2.95%
|
|
1,245
|
|
|
1,245
|
|
||
Senior Unsecured
|
|
September 2015
|
|
September 2035
|
|
4.60%
|
|
991
|
|
|
991
|
|
||
Senior Unsecured
|
|
September 2016
|
|
September 2036
|
|
4.00%
|
|
741
|
|
|
741
|
|
||
Senior Unsecured
|
|
December 2011
|
|
December 2041
|
|
5.65%
|
|
995
|
|
|
995
|
|
||
Senior Unsecured
|
|
March 2014
|
|
April 2044
|
|
4.80%
|
|
1,735
|
|
|
1,734
|
|
||
Senior Unsecured
|
|
November 2014
|
|
February 2045
|
|
4.50%
|
|
1,731
|
|
|
1,731
|
|
||
Senior Unsecured
|
|
September 2015
|
|
March 2046
|
|
4.75%
|
|
2,218
|
|
|
2,217
|
|
||
Senior Unsecured
|
|
September 2016
|
|
March 2047
|
|
4.15%
|
|
1,725
|
|
|
1,725
|
|
||
Total debt, net
|
|
24,097
|
|
|
24,593
|
|
||||||||
Less current portion
|
|
1,999
|
|
|
2,499
|
|
||||||||
Total long-term debt, net
|
|
$
|
22,098
|
|
|
$
|
22,094
|
|
10.
|
COMMITMENTS AND CONTINGENCIES
|
11.
|
STOCKHOLDERS’ EQUITY
|
|
|
Foreign Currency Translation
|
|
Unrealized Gains and Losses on Available-for-Sale Debt Securities
|
|
Unrealized Gains and Losses on Cash Flow Hedges
|
|
Total
|
||||||||
Balance at December 31, 2019
|
|
$
|
53
|
|
|
$
|
1
|
|
|
$
|
31
|
|
|
$
|
85
|
|
Net unrealized gain (loss)
|
|
(39
|
)
|
|
(23
|
)
|
|
57
|
|
|
(5
|
)
|
||||
Reclassifications to net income
|
|
—
|
|
|
(11
|
)
|
|
(23
|
)
|
|
(34
|
)
|
||||
Net current period other comprehensive income (loss)
|
|
(39
|
)
|
|
(34
|
)
|
|
34
|
|
|
(39
|
)
|
||||
Balance at March 31, 2020
|
|
$
|
14
|
|
|
$
|
(33
|
)
|
|
$
|
65
|
|
|
$
|
46
|
|
|
|
Foreign Currency Translation
|
|
Unrealized Gains and Losses on Available-for-Sale Debt Securities
|
|
Unrealized Gains and Losses on Cash Flow Hedges
|
|
Total
|
||||||||
Balance at December 31, 2018
|
|
$
|
47
|
|
|
$
|
(52
|
)
|
|
$
|
85
|
|
|
$
|
80
|
|
Net unrealized gain
|
|
21
|
|
|
30
|
|
|
28
|
|
|
79
|
|
||||
Reclassifications to net income
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
||||
Net current period other comprehensive income (loss)
|
|
21
|
|
|
30
|
|
|
(1
|
)
|
|
50
|
|
||||
Balance at March 31, 2019
|
|
$
|
68
|
|
|
$
|
(22
|
)
|
|
$
|
84
|
|
|
$
|
130
|
|
12.
|
NET INCOME PER SHARE ATTRIBUTABLE TO GILEAD COMMON STOCKHOLDERS
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
Net income attributable to Gilead
|
|
$
|
1,551
|
|
|
$
|
1,975
|
|
Shares used in per share calculation - basic
|
|
1,262
|
|
|
1,276
|
|
||
Dilutive effect of stock options and equivalents
|
|
8
|
|
|
7
|
|
||
Shares used in per share calculation - diluted
|
|
1,270
|
|
|
1,283
|
|
||
|
|
|
|
|
||||
Net income per share attributable to Gilead common stockholders - basic
|
|
$
|
1.23
|
|
|
$
|
1.55
|
|
Net income per share attributable to Gilead common stockholders - diluted
|
|
$
|
1.22
|
|
|
$
|
1.54
|
|
13.
|
INCOME TAXES
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
|
|||||||
(In millions, except percentages)
|
|
2020
|
|
2019
|
|
Change
|
|||||
Revenues:
|
|
|
|
|
|
|
|||||
Product sales
|
|
$
|
5,467
|
|
|
$
|
5,200
|
|
|
5
|
%
|
Royalty, contract and other revenues
|
|
81
|
|
|
81
|
|
|
—
|
%
|
||
Total revenues
|
|
$
|
5,548
|
|
|
$
|
5,281
|
|
|
5
|
%
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
|
|||||||
(In millions, except percentages)
|
|
2020
|
|
2019
|
|
Change
|
|||||
Atripla
|
|
$
|
95
|
|
|
$
|
171
|
|
|
(44
|
)%
|
Biktarvy
|
|
1,693
|
|
|
793
|
|
|
113
|
%
|
||
Complera/Eviplera
|
|
76
|
|
|
115
|
|
|
(34
|
)%
|
||
Descovy
|
|
458
|
|
|
342
|
|
|
34
|
%
|
||
Genvoya
|
|
824
|
|
|
1,015
|
|
|
(19
|
)%
|
||
Odefsey
|
|
409
|
|
|
397
|
|
|
3
|
%
|
||
Stribild
|
|
53
|
|
|
96
|
|
|
(45
|
)%
|
||
Truvada
|
|
406
|
|
|
606
|
|
|
(33
|
)%
|
||
Other HIV(1)
|
|
8
|
|
|
17
|
|
|
(53
|
)%
|
||
Revenue share – Symtuza(2)
|
|
112
|
|
|
66
|
|
|
70
|
%
|
||
Total HIV
|
|
4,134
|
|
|
3,618
|
|
|
14
|
%
|
||
AmBisome
|
|
119
|
|
|
93
|
|
|
28
|
%
|
||
Ledipasvir/Sofosbuvir(3)
|
|
112
|
|
|
225
|
|
|
(50
|
)%
|
||
Letairis
|
|
83
|
|
|
197
|
|
|
(58
|
)%
|
||
Ranexa
|
|
8
|
|
|
155
|
|
|
(95
|
)%
|
||
Sofosbuvir/Velpatasvir(4)
|
|
564
|
|
|
491
|
|
|
15
|
%
|
||
Vemlidy
|
|
136
|
|
|
101
|
|
|
35
|
%
|
||
Viread
|
|
40
|
|
|
72
|
|
|
(44
|
)%
|
||
Vosevi
|
|
48
|
|
|
63
|
|
|
(24
|
)%
|
||
Yescarta
|
|
140
|
|
|
96
|
|
|
46
|
%
|
||
Zydelig
|
|
20
|
|
|
27
|
|
|
(26
|
)%
|
||
Other(5)
|
|
63
|
|
|
62
|
|
|
2
|
%
|
||
Total product sales
|
|
$
|
5,467
|
|
|
$
|
5,200
|
|
|
5
|
%
|
____________________
|
|
(1)
|
Includes Emtriva and Tybost
|
(2)
|
Represents our revenue from cobicistat (C), emtricitabine (FTC) and tenofovir alafenamide (TAF) in Symtuza (darunavir/C/FTC/TAF), a fixed dose combination product commercialized by Janssen Sciences Ireland UC
|
(3)
|
Amounts consist of sales of Harvoni and the authorized generic version of Harvoni sold by our separate subsidiary, Asegua Therapeutics LLC
|
(4)
|
Amounts consist of sales of Epclusa and the authorized generic version of Epclusa sold by our separate subsidiary, Asegua Therapeutics LLC
|
(5)
|
Includes Cayston, Hepsera and Sovaldi
|
•
|
Descovy (FTC/TAF)-based products: Biktarvy, Descovy, Genvoya, Odefsey and Revenue Share - Symtuza
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
|
|||||||
(In millions, except percentages)
|
|
2020
|
|
2019
|
|
Change
|
|||||
U.S.
|
|
$
|
2,728
|
|
|
$
|
2,024
|
|
|
35
|
%
|
Europe
|
|
558
|
|
|
439
|
|
|
27
|
%
|
||
Other locations
|
|
210
|
|
|
150
|
|
|
40
|
%
|
||
Total
|
|
$
|
3,496
|
|
|
$
|
2,613
|
|
|
34
|
%
|
% of total product sales
|
|
64
|
%
|
|
50
|
%
|
|
|
|||
% of HIV product sales
|
|
85
|
%
|
|
72
|
%
|
|
|
•
|
Truvada (FTC/TDF)-based products: Atripla, Complera/Eviplera, Stribild and Truvada
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
|
|||||||
(In millions, except percentages)
|
|
2020
|
|
2019
|
|
Change
|
|||||
U.S.
|
|
$
|
522
|
|
|
$
|
795
|
|
|
(34
|
)%
|
Europe
|
|
79
|
|
|
129
|
|
|
(39
|
)%
|
||
Other locations
|
|
29
|
|
|
64
|
|
|
(55
|
)%
|
||
Total
|
|
$
|
630
|
|
|
$
|
988
|
|
|
(36
|
)%
|
% of total product sales
|
|
12
|
%
|
|
19
|
%
|
|
|
|
•
|
HCV products: Epclusa, Harvoni, Sovaldi, Vosevi and Authorized Generics of Epclusa and Harvoni
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
|
|||||||
(In millions, except percentages)
|
|
2020
|
|
2019
|
|
Change
|
|||||
U.S.
|
|
$
|
398
|
|
|
$
|
393
|
|
|
1
|
%
|
Europe
|
|
148
|
|
|
203
|
|
|
(27
|
)%
|
||
Other locations
|
|
183
|
|
|
194
|
|
|
(6
|
)%
|
||
Total
|
|
$
|
729
|
|
|
$
|
790
|
|
|
(8
|
)%
|
% of total product sales
|
|
13
|
%
|
|
15
|
%
|
|
|
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
|
|||||||
(In millions, except percentages)
|
|
2020
|
|
2019
|
|
Change
|
|||||
Cost of goods sold
|
|
$
|
969
|
|
|
$
|
957
|
|
|
1
|
%
|
Research and development expenses
|
|
$
|
1,101
|
|
|
$
|
1,057
|
|
|
4
|
%
|
Selling, general and administrative expenses
|
|
$
|
1,076
|
|
|
$
|
1,030
|
|
|
4
|
%
|
|
|
Three Months Ended
|
|
|
|||||||
|
|
March 31,
|
|
|
|||||||
(In millions, except percentages)
|
|
2020
|
|
2019
|
|
Change
|
|||||
Other income (expense), net
|
|
$
|
(158
|
)
|
|
$
|
367
|
|
|
(143
|
)%
|
|
|
Three Months Ended
|
|
|
||||||||
|
|
March 31,
|
|
|
||||||||
(In millions, except percentages)
|
|
2020
|
|
2019
|
|
Change
|
||||||
Effective tax rate
|
|
23.2
|
%
|
|
16.3
|
%
|
|
6.9
|
%
|
|||
Provision for income taxes
|
|
$
|
465
|
|
|
$
|
382
|
|
|
$
|
83
|
|
(In millions)
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
Cash, cash equivalents and marketable debt securities
|
|
$
|
24,314
|
|
|
$
|
25,840
|
|
Working capital
|
|
$
|
18,071
|
|
|
$
|
20,537
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
|
||||||
(In millions)
|
|
2020
|
|
2019
|
||||
Cash provided by (used in):
|
|
|
|
|
||||
Operating activities
|
|
$
|
1,436
|
|
|
$
|
1,577
|
|
Investing activities
|
|
$
|
(344
|
)
|
|
$
|
(244
|
)
|
Financing activities
|
|
$
|
(2,611
|
)
|
|
$
|
(2,366
|
)
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
PART II.
|
OTHER INFORMATION
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 1A.
|
RISK FACTORS
|
•
|
As our 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 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.
|
•
|
If physicians do not see the benefit of our HIV products, the sales of our HIV products will be limited.
|
•
|
As new branded or generic products are introduced into major markets, our ability to maintain pricing and market share may be affected.
|
•
|
Supply Chain: While to date we have not experienced significant disruptions in our supply chain and distribution, an extended duration of this pandemic could result in disruptions in the future. For example, quarantines, shelter-in-place and similar government orders, travel restrictions and health impacts of the COVID-19 pandemic, could impact the availability or productivity of personnel at third-party manufacturers, distributors, freight carriers and other necessary components of our supply chain. In addition, there may be unfavorable changes in the availability or cost of raw materials, intermediates and other materials necessary for production, which may result in disruptions in our supply chain and adversely affect our ability to distribute certain of our products or product candidates for commercial or clinical supply.
|
•
|
Clinical Trials: This pandemic has adversely affected and may continue to adversely affect certain of our clinical trials, including our ability to initiate and complete our clinical trials within the anticipated timelines. Due to site and participant availability during the pandemic and in the interest of patient safety, we have paused new subject enrollment for most clinical trials, although we have not postponed enrollment in studies where patient outcomes are critically impacted and instead left enrollment to the discretion of the investigators of those studies. For ongoing trials, we have seen an increasing number of clinical trial sites imposing restrictions on patient visits to limit risks of possible COVID-19 exposure, and we may experience issues with participant compliance with clinical trial protocols as a result of quarantines, travel restrictions and interruptions to healthcare services. The current pressures on medical systems and the prioritization of healthcare resources toward the COVID-19 pandemic have also resulted in interruptions in data collection and submissions for certain clinical trials and delayed starts for certain planned studies. As a result, our anticipated filing and marketing timelines may be adversely impacted.
|
•
|
Regulatory Reviews: The operations of the U.S. Food and Drug Administration (FDA), the European Medicines Agency (EMA) or other regulatory agencies may be adversely affected. There is the possibility that we may experience delays with our New Drug Application (NDA) for filgotinib for the treatment of rheumatoid arthritis filed with FDA and our NDA and Marketing Authorization Application (MAA) for KTE-X19 for the treatment of relapsed or refractory mantle cell lymphoma filed with FDA and EMA. We may also experience delays in necessary interactions with regulatory authorities around the world, including with respect to any anticipated filings.
|
•
|
Patient Access: This pandemic has limited patients’ ability to access and seek care from healthcare providers and initiate new therapies, which is expected to result in lower demand for our products, particularly with respect to HIV treatment and prevention, hepatitis C virus (HCV) treatment and cell therapy, during the pandemic. For example, the U.S Department of Health and Human Services recently issued interim guidance recommending the delay of HIV regimen switches during the COVID-19 pandemic until close healthcare follow-up and monitoring are possible, and we have observed reductions in initiations and lower switch volume for our HIV products. We may also see a reduction in prescription refills for HIV prevention. In cell therapy, patients could experience reduced access to authorized treatment centers and delayed or canceled CAR T therapies. In addition, with the rising unemployment, we are likely to see a shift in payer mix towards more government-funded coverage and the uninsured segment, which could result in lower revenues.
|
•
|
Financial: While to date, the financial impact to our business has been modest, we anticipate that the pandemic could have an adverse financial impact in the short-term and potentially beyond. As a result of reduced patient access and a shift in payer mix, we may experience lower revenues in the second quarter of 2020 and potentially the remainder of the year, particularly with respect to our HIV, HCV and cell therapy business. We also expect to have increased research and development expenses in the second quarter of 2020 and beyond related to our continued investment in remdesivir, subject to clinical data and regulatory outcomes, and we could also have unexpected expenses related to the pandemic. The short-term revenue and expense variations, as well as the overall uncertainty and disruption caused by the pandemic, could result in increased volatility and decreased predictability in our results of operations as well as volatility in our working capital, including the possibility of an increase in the days sales outstanding as accounts receivable.
|
•
|
educating and certifying medical personnel regarding the procedures and the potential side effect profile of our therapy, such as the potential adverse side effects related to cytokine release syndrome and neurologic toxicities, in compliance with the Risk Evaluation and Mitigation Strategy program required by FDA for Yescarta;
|
•
|
using medicines to manage adverse side effects of our therapy, such as tocilizumab and corticosteroids, which may not be available in sufficient quantities, may not adequately control the side effects and/or may have a detrimental impact on the efficacy of the treatment;
|
•
|
developing a robust and reliable process, while limiting contamination risks, for engineering a patient’s T cells ex vivo and infusing the engineered T cells back into the patient; and
|
•
|
conditioning patients with chemotherapy in advance of administering our therapy, which may increase the risk of adverse side effects.
|
•
|
Foreign Currency Exchange: For the three months ended March 31, 2020, approximately 27% of our product sales were outside the United States. Because a significant percentage of our product sales is denominated in foreign currencies, primarily the Euro, we face exposure to adverse movements in foreign currency exchange rates. Overall, we are a net receiver of foreign currencies, and therefore, we benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar. While we use foreign currency exchange forward or option contracts or both to hedge a percentage of our forecasted international sales, our hedging program does not eliminate our exposure to currency fluctuations. We cannot predict future fluctuations in the foreign currency exchange rates of the U.S. dollar. If the U.S. dollar appreciates significantly against certain currencies and our hedging program does not sufficiently offset the effects of such appreciation, our results of operations will be adversely affected and our stock price may decline.
|
•
|
Anti-Bribery: We are subject to the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws that govern our international operations with respect to payments to government officials. Our international operations are heavily regulated and require significant interaction with foreign officials. Though our policies mandate compliance with these anti-bribery laws, we operate in parts of the world that have experienced governmental corruption to some degree. In certain circumstances, strict compliance with anti-bribery laws may conflict with local customs and practices or may require us to interact with doctors and hospitals, some of which may be state controlled, in a manner that is different than local custom. It is possible that certain of our practices may be challenged under these laws. In addition, despite our training and compliance program, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees and agents. Enforcement activities under anti-bribery laws could subject us to administrative and legal proceedings and actions, which could result in civil and criminal sanctions, including monetary penalties and exclusion from health care programs.
|
•
|
Other risks inherent in conducting a global business include:
|
◦
|
Our international operations, including the use of third-party manufacturers, distributors and collaboration arrangements outside the United States, expose us to increased risk of theft of our intellectual property and other proprietary technology, particularly in jurisdictions with less robust intellectual property protections than the United States, as well as restrictive government actions against our intellectual property and other foreign assets such as nationalization, expropriation or the imposition of compulsory licenses.
|
◦
|
We may be subject to protective economic policies taken by foreign governments, such as trade protection measures and import and export licensing requirements, which may result in the imposition of trade sanctions or similar restrictions by the United States or other governments.
|
◦
|
Our worldwide operations, third-party manufacturers or corporate partners could be subject to business interruptions stemming from natural or man-made disasters, such as climate change, earthquakes, hurricanes, flooding, fires or actual or threatened public health emergencies, or efforts taken by third parties to prevent or mitigate such disasters, such as public safety power shutoffs and facility shutdowns, for which we or they may be uninsured or inadequately insured. For example, our corporate headquarters in Foster City and certain R&D and manufacturing facilities are located in California, a seismically active region. As we may not carry adequate earthquake insurance and significant recovery time could be required to resume operations, our financial condition and operating results could be materially adversely affected in the event of a major earthquake.
|
◦
|
Our operations may also be adversely affected if there is political instability or disruption in a geographic region where we operate, regardless of cause, including war, terrorism, social unrest and political changes. For example, on January 31, 2020, the United Kingdom (UK) withdrew from the EU, which initiated a transition period during which the UK and EU will negotiate their future relationship. There is uncertainty concerning any changes in the laws and regulations governing the conduct of clinical trials and marketing of medicinal products in the UK following the country’s exit from the EU. This uncertainty may lead to significant complexity and risks for our company and our ability to research, develop and market medicinal products in the EU and the UK.
|
•
|
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.
|
•
|
obtain patents and licenses to patent rights;
|
•
|
preserve trade secrets and internal know-how;
|
•
|
defend against infringement of our patents and efforts to invalidate them; 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(1)
(in thousands) |
|
Maximum Fair Value of Shares that May Yet Be Purchased Under the Programs(1)
(in millions) |
||||||
January 1 - January 31, 2020
|
1,874
|
|
|
$
|
64.22
|
|
|
1,787
|
|
|
$
|
8,283
|
|
February 1 - February 29, 2020
|
7,881
|
|
|
$
|
68.82
|
|
|
7,493
|
|
|
$
|
7,768
|
|
March 1 - March 31, 2020
|
10,205
|
|
|
$
|
73.55
|
|
|
9,469
|
|
|
$
|
7,070
|
|
Total
|
19,960
|
|
(2)
|
$
|
70.80
|
|
|
18,749
|
|
(2)
|
|
||
_________________________________________
|
|
|
|
|
|
|
|
(1)
|
In the first quarter of 2016, our Board of Directors authorized a $12.0 billion share repurchase program (2016 Program). Shares purchased during the period were made under the 2016 Program. In January 2020, our Board of Directors authorized a new $5.0 billion stock repurchase program (2020 Program), which will commence upon the completion of the 2016 Program. Share repurchases under both programs may be made in the open market or in privately negotiated transactions.
|
(2)
|
The difference between the total number of shares purchased and the total number of shares purchased as part of a publicly announced program 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)
|
3.1
|
|
||
|
|
|
|
|
(1)
|
3.2
|
|
||
|
|
|
|
|
|
4.1
|
|
Reference is made to Exhibit 3.1 and Exhibit 3.2
|
|
|
|
|
|
|
(2)
|
4.2
|
|
||
|
|
|
|
|
(2)
|
4.3
|
|
||
|
|
|
|
|
(3)
|
4.4
|
|
||
|
|
|
|
|
(4)
|
4.5
|
|
||
|
|
|
|
|
(5)
|
4.6
|
|
||
|
|
|
|
|
(6)
|
4.7
|
|
||
|
|
|
|
|
(7)
|
4.8
|
|
||
|
|
|
|
|
(8)
|
4.9
|
|
||
|
|
|
|
|
(9)
|
10.1*
|
|
||
|
|
|
|
|
(10)
|
10.2*
|
|
||
|
|
|
|
|
(11)
|
10.3*
|
|
||
|
|
|
|
|
(12)
|
10.4*
|
|
||
|
|
|
|
|
|
10.5*,**
|
|
||
|
|
|
|
|
(13)
|
10.6*
|
|
||
|
|
|
|
|
(14)
|
10.7*
|
|
||
|
|
|
|
|
(14)
|
10.8*
|
|
||
|
|
|
|
|
(15)
|
10.9*
|
|
||
|
|
|
|
|
(11)
|
10.10*
|
|
||
|
|
|
|
|
(16)
|
10.11*
|
|
||
|
|
|
|
|
(11)
|
10.12*
|
|
||
|
|
|
|
|
|
10.13*,**
|
|
||
|
|
|
|
|
(16)
|
10.14*
|
|
||
|
|
|
|
|
(16)
|
10.15*
|
|
||
|
|
|
|
|
(11)
|
10.16*
|
|
||
|
|
|
|
|
|
10.17*,**
|
|
||
|
|
|
|
|
(10)
|
10.18*
|
|
||
|
|
|
|
|
(11)
|
10.19*
|
|
||
|
|
|
|
|
(12)
|
10.20*
|
|
||
|
|
|
|
|
(12)
|
10.21*
|
|
||
|
|
|
|
|
(11)
|
10.22*
|
|
||
|
|
|
|
|
|
10.23*,**
|
|
||
|
|
|
|
|
|
10.24*,**
|
|
||
|
|
|
|
|
(18)
|
10.25*
|
|
||
|
|
|
|
(11)
|
10.26*
|
|
||
|
|
|
|
|
(12)
|
10.27*
|
|
||
|
|
|
|
|
|
10.28*,**
|
|
||
|
|
|
|
|
(19)
|
10.29*
|
|
||
|
|
|
|
|
|
10.30*,**
|
|
||
|
|
|
|
|
(8)
|
10.31*
|
|
||
|
|
|
|
|
(12)
|
10.32*
|
|
||
|
|
|
|
|
(12)
|
10.33*
|
|
||
|
|
|
|
|
(20)
|
10.34*
|
|
||
|
|
|
|
|
(11)
|
10.35*
|
|
||
|
|
|
|
|
(11)
|
10.36*
|
|
||
|
|
|
|
|
(11)
|
10.37*
|
|
||
|
|
|
|
|
(11)
|
10.38*
|
|
||
|
|
|
|
|
(11)
|
10.39*
|
|
||
|
|
|
|
|
|
10.40*,**
|
|
||
|
|
|
|
|
|
10.41*,**
|
|
||
|
|
|
|
|
|
10.42*,**
|
|
||
|
|
|
|
|
|
10.43*,**
|
|
||
|
|
|
|
|
|
10.44*,**
|
|
||
|
|
|
|
|
|
10.45*,**
|
|
||
|
|
|
|
|
(21)
|
10.46*
|
|
Form of Indemnity Agreement entered into between Registrant and its directors and executive officers
|
|
|
|
|
|
|
(21)
|
10.47*
|
|
Form of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain of its officers and key employees
|
|
|
|
|
|
|
(22)
|
10.48*
|
|
||
|
|
|
|
|
+(23)
|
10.49
|
|
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)
|
|
|
|
|
|
|
+(24)
|
10.50
|
|
||
|
|
|
|
|
+(25)
|
10.51
|
|
||
|
|
|
|
|
+(26)
|
10.52
|
|
||
|
|
|
|
|
+(27)
|
10.53
|
|
||
|
|
|
|
|
+(28)
|
10.54
|
|
||
|
|
|
|
|
+(28)
|
10.55
|
|
||
|
|
|
|
|
++(29)
|
10.56
|
|
||
|
|
|
|
|
++(29)
|
10.57
|
|
||
|
|
|
|
|
+(30)
|
10.58
|
|
||
|
|
|
|
|
+(31)
|
10.59
|
|
||
|
|
|
|
|
++(12)
|
10.60
|
|
||
|
|
|
|
|
(32)
|
10.61
|
|
||
|
|
|
|
|
31.1**
|
|
||
|
|
|
|
|
|
31.2**
|
|
||
|
|
|
|
|
|
32***
|
|
||
|
|
|
|
|
|
101.INS**
|
|
XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
|
|
|
101.SCH**
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
101.CAL**
|
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
101.DEF**
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
101.LAB**
|
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
101.PRE**
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
104
|
|
The cover page from the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, formatted in Inline XBRL
|
|
|
GILEAD SCIENCES, INC.
|
|
|
(Registrant)
|
|
|
|
Date:
|
May 5, 2020
|
/s/ DANIEL P. O’DAY
|
|
|
Daniel P. O’Day
Chairman and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
Date:
|
May 5, 2020
|
/s/ ANDREW D. DICKINSON
|
|
|
Andrew D. Dickinson
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
GILEAD SCIENCES, INC.
|
|
|
|
|
/s/ Jyoti Mehra
|
By:
|
Jyoti Mehra
|
Title:
|
EVP, Human Resources
|
Shares
|
Full Vest Date
|
Expiration Date
|
|
|
|
|
|
|
|
|
|
Participant
|
[_________]
|
Award Date:
|
March 10, 2020
|
Target Number of Performance Shares:
|
The actual number of shares of Common Stock that may become issuable pursuant to the Performance Shares subject to this Agreement shall be determined in accordance with the performance-vesting and Continuous Service vesting provisions of attached Schedule I. For purposes of the applicable calculations under Schedule I, the target number of Performance Shares to be utilized is [_____] shares (the “Target Shares”).
|
GILEAD SCIENCES, INC.
|
|
|
|
|
/s/ Jyoti Mehra
|
By:
|
Jyoti Mehra
|
Title:
|
EVP, Human Resources
|
PARTICIPANT
|
|
|
|
|
|
|
Signature
|
|
|
Percentile
|
% of Target
|
0
|
0%
|
10th
|
0%
|
20th
|
0%
|
30th
|
25%
|
40th
|
63%
|
50th
|
100%
|
60th
|
125%
|
70th
|
150%
|
80th
|
175%
|
81st
|
200%
|
90th
|
200%
|
100th
|
200%
|
Participant
|
[_________]
|
Award Date:
|
March 10, 2020
|
Target Number of Performance Shares:
|
The actual number of shares of Common Stock that may become issuable pursuant to the Performance Shares subject to this Agreement shall be determined in accordance with the performance-vesting and Continuous Service vesting provisions of attached Schedule I. For purposes of the applicable calculations under Schedule I, the target number of Performance Shares to be utilized is [________] shares (the “Target Shares”).
The Performance Shares shall be divided into three separate Tranches with one third (1/3) of the Target Shares allocated to each such Tranche.
|
Vesting Schedule:
|
Vesting Requirements. Each Tranche of Performance Shares shall be subject to the performance-vesting and Continuous Service vesting requirements set forth for that particular Tranche in attached Schedule I and shall vest on the Certification Date (as defined in Appendix A).
Change in Control Vesting. The shares of Common Stock underlying each Tranche of Performance Shares may also vest on an accelerated basis in accordance with the applicable provisions of Paragraph 4 of this Agreement should a Change in Control occur after the start but prior to the completion of the Performance Period applicable to that particular Tranche or the Certification Date.
|
Issuance Date:
|
The shares of Common Stock which actually vest and become issuable pursuant to each Tranche of Performance Shares shall be issued in accordance with the provisions of this Agreement applicable to the particular circumstances under which such vesting occurs.
|
GILEAD SCIENCES, INC.
|
|
|
|
|
/s/ Jyoti Mehra
|
By:
|
Jyoti Mehra
|
Title:
|
EVP, Human Resources
|
PARTICIPANT
|
|
|
|
|
|
|
Signature
|
|
|
Net Product Revenue Achievement (in millions)
|
% of Target
|
Performance Shares Earned Under Tranche
|
$19,849
|
90.0%
|
20%
|
$22,054
|
100.0%
|
100%
|
$22,605
|
102.5%
|
150%
|
$23,157
|
105.0%
|
200%
|
Participant:
|
|
Award Date:
|
|
Number of Shares Subject to Award:
|
shares of Common Stock (the “Shares”)
|
Vesting Schedule:
|
The Shares shall vest in a series of three (3) successive equal annual installments upon Participant’s completion of each successive year of Continuous Service over the three (3)-year period measured from the Award Date. However, one or more Shares may be subject to accelerated vesting in accordance with the provisions of Paragraph 3 or 5 of this Agreement.
|
Issuance Schedule
|
The Shares in which Participant vests in accordance with the Normal Vesting Schedule shall become issuable pursuant to the Plan on the applicable annual vesting date, subject to the Company’s collection of the applicable Withholding Taxes. In no event will the Shares in which Participant so vests be issued after the later of (i) the close of the calendar year in which the Shares vest pursuant to the Normal Vesting Schedule or (ii) the fifteenth (15th) day of the third (3rd) calendar month following such vesting date. The procedures pursuant to which the applicable Withholding Taxes are to be collected are set forth in Paragraph 7 of this Agreement.
|
GILEAD SCIENCES, INC.
|
|
|
|
|
/s/ Jyoti Mehra
|
By:
|
Jyoti Mehra
|
Title:
|
EVP, Human Resources
|
Participant:
|
|
Award Date:
|
|
Number of Shares Subject to Award:
|
shares of Common Stock (the “Shares”)
|
Vesting Schedule:
|
The Shares shall vest in a series of four (4) successive equal annual installments upon Participant’s completion of each successive year of Continuous Service over the four (4)-year period measured from the Award Date. However, one or more Shares may be subject to accelerated vesting in accordance with the provisions of Paragraph 3 or 5 of this Agreement.
|
Issuance Schedule
|
The Shares in which Participant vests in accordance with the Normal Vesting Schedule shall become issuable pursuant to the Plan on the applicable annual vesting date, subject to the Company’s collection of the applicable Withholding Taxes. In no event will the Shares in which Participant so vests be issued after the later of (i) the close of the calendar year in which the Shares vest pursuant to the Normal Vesting Schedule or (ii) the fifteenth (15th) day of the third (3rd) calendar month following such vesting date. The procedures pursuant to which the applicable Withholding Taxes are to be collected are set forth in Paragraph 7 of this Agreement.
|
GILEAD SCIENCES, INC.
|
|
|
|
|
/s/ Jyoti Mehra
|
By:
|
Jyoti Mehra
|
Title:
|
EVP, Human Resources
|
•
|
to provide a link between compensation and performance;
|
•
|
to motivate participants to achieve individual and corporate performance goals and metrics; and
|
•
|
to enable Gilead and each participating subsidiary to attract and retain high quality employees. References in the Plan to the “Company” mean Gilead and each of the participating subsidiaries.
|
•
|
Sales employees, who are eligible to participate in incentive plans tailored to their positions, are not eligible for the Plan.
|
•
|
Any individual who (a) is not on the Company’s payroll and for any reason deemed to be a Company employee, or (b) is not classified by the Company as a Company employee (but, for example, is classified as an “independent contractor”) and, for that reason, the Company has not withheld employment taxes with respect to that individual, even in the event that the individual is determined retroactively to have been a Company employee during all or any portion of that period.
|
•
|
Employees whose initial hire date is in November or December of a performance year.
|
GILEAD SCIENCES, INC.
|
|
|
|
|
/s/ Katie Watson
|
By:
|
Katie Watson
|
Title:
|
EVP, Human Resources
|
|
|
|
|
PARTICIPANT:
|
|
By:
|
Johanna Mercier
|
Title:
|
|
Shares
|
Full Vest Date
|
Expiration Date
|
|
37,028
|
On Vest Date
|
24-Jul-2020
|
24-Jul-2029
|
111,082
|
Quarterly
|
24-Jul-2023
|
24-Jul-2029
|
Participant:
|
Johanna Mercier
|
Award Date:
|
24-Jul-2019
|
Number of Shares Subject to Award:
|
26,270 shares of Common Stock (the “Shares”)
|
Vesting Schedule:
|
The vesting of the Shares shall be tied to the attainment of the Performance Objectives set forth in attached Schedule I and the Participant’s Continuous Service through the Completion Date of each Performance Objective. The Shares subject to this Award shall be allocated to Performance Objectives I and II set forth in attached Schedule I so that the number of Shares allocated to Performance Objective I is 13,135 Shares, and Performance Objective II is 13,135 Shares. The number of Shares allocated to each Performance Objective in accordance with the foregoing shall be designated the “Pro-Rated Shares.”
|
Vesting Schedule:
|
Participant shall, within fifteen (15) days after the attainment of each Performance Objective, notify the Administrator of the Completion Date of that Performance Objective. Within forty-five (45) days after receipt of such notice, the Administrator shall, in its sole discretion, determine and certify whether that Performance Objective has in fact been attained. Upon the Administrator’s certification that the Performance Objective has been attained, the Pro-Rated Shares allotted to that Performance Objective shall vest; provided, however that Participant shall not vest in any portion of those Pro-Rated Shares unless Participant has remained in Continuous Service through the Completion Date for that Performance Objective (the “Normal Vesting Schedule”).
Should the Administrator determine that any Performance Objective has not been attained prior to the latest Completion Date for that Performance Objective, then Participant shall not vest in any of the Pro-Rated Shares allotted to that Performance Objective, and this Award shall be cancelled with respect to the Restricted Stock Units covering those Pro-Rated Shares.
One or more Shares may also vest in accordance with the special vesting provisions of Paragraph 3 or 5 of this Agreement, whether or not the Performance Objectives allotted to those Shares are attained.
|
Issuance Schedule
|
Each allotment of Pro-Rated Shares in which Participant vests in accordance with the Normal Vesting Schedule shall be issued on the date that Pro-Rated Share allotment so vests (the date of the Administrator’s certification following the Completion Date for the Performance Objective applicable to that allotment) or as soon thereafter as administratively practicable. In no event will the Pro-Rated Shares in which Participant so vests be issued after the later of (i) the close of the calendar year in which the Completion Date for that Pro-Rated Share allotment occurs or (ii) the fifteenth (15th) day of the third (3rd) calendar month following such Completion Date. Each allotment of Pro-Rated Shares that vests pursuant to the special vesting provisions of Paragraph 3 or 5 of this Agreement shall be issued in accordance with the applicable provisions of such Paragraph. The Company shall collect the applicable Withholding Taxes with respect to the issued Shares pursuant to the procedures set forth in Paragraph 7 of this Agreement.
|
(a)
|
The holder of this Award shall not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares upon their actual issuance following the Company’s collection of the applicable Withholding Taxes.
|
(b)
|
Notwithstanding the foregoing, should any dividend or other distribution, whether regular or extraordinary and whether payable in cash, securities (other than Common Stock) or other property, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a phantom dividend equivalent to the actual dividend or distribution which would have been paid on the Shares at the time subject to this Award had they been issued and outstanding and entitled to that dividend or distribution. As the Shares subsequently vest hereunder, the phantom dividend equivalents so credited to those Shares in the book account shall vest, and those vested dividend equivalents shall be distributed to Participant (in the form of
|
(c)
|
Should Participant cease Continuous Service without vesting in one or more of the Shares subject to this Award (including any Shares which do not or will not otherwise vest after taking into account any applicable vesting acceleration or continuation provisions set forth in Paragraph 3 or 5 of this Agreement), then the phantom dividend equivalents credited to those unvested Shares shall be cancelled, and Participant shall thereupon cease to have any further right or entitlement to those cancelled amounts.
|
(a)
|
On or after each date on which one or more Shares are to be issued in accordance with the express provisions of this Agreement, the Company shall issue to or on behalf of Participant a certificate (which may be in electronic form) for those Shares and shall concurrently distribute to Participant any phantom dividend equivalents with respect to those Shares (in the form of additional Shares or in such other form as the Administrator deems appropriate under the circumstances), subject in each instance to the Company’s collection of the applicable Withholding Taxes.
|
(b)
|
Except as otherwise provided in Paragraphs 3(a), 3(b) or 5(a), no Shares shall be issued prior to the Completion Date of the Performance Objective to which those Shares are allotted.
|
(c)
|
Participant acknowledges that, regardless of any action the Company and/or the Employer take with respect to any or all Withholding Taxes related to Participant’s participation in the Plan and legally applicable to Participant, the ultimate liability for all Withholding Taxes is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Withholding Taxes in connection with any aspect of the Award, including the grant, vesting or settlement of the Award, the issuance of Shares (or other property) upon settlement of the Award, the subsequent sale of Shares acquired pursuant to such issuance and the receipt of any dividends and/or phantom dividend equivalents; and (ii) do not commit to, and are under no obligation to, structure the terms of the grant or any aspect of the Award to reduce or eliminate Participant’s liability for Withholding Taxes or achieve any particular tax result. Further, if Participant has become subject to Withholding Taxes in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Withholding Taxes in more than one jurisdiction.
|
(d)
|
The Company shall collect, and Participant hereby authorizes the Company to collect, the Withholding Taxes with respect to the Shares issued under this Agreement (including Shares issued in settlement of phantom dividend equivalents) through an automatic Share
|
(e)
|
If the Share Withholding Method is to be utilized for the collection of Withholding Taxes, then the Company shall withhold the number of otherwise issuable Shares necessary to satisfy the applicable Withholding Taxes based on the applicable minimum statutory rate or other applicable withholding rate, including maximum applicable rates, as determined by the Company in its sole discretion. If the maximum rate is used, any over-withheld amount will be refunded to Participant in cash by the Company or Employer (with no entitlement to the Common Stock equivalent) or if not refunded, Participant may seek a refund from the local tax authorities. If the obligation for Withholding Taxes is satisfied by using the Share Withholding Method, then Participant will, for tax purposes, be deemed to have been issued the full number of Shares subject to the vested Award, notwithstanding that a number of the Shares are withheld solely for the purpose of paying the applicable Withholding Taxes.
|
(f)
|
The Company shall have sole discretion to determine whether or not the Share Withholding Method shall be utilized for the collection of the applicable Withholding Taxes. Participant shall be notified (in writing or through the Company’s electronic mail system) in the event the Company no longer intends to utilize the Share Withholding Method. Should any Shares become issuable under the Award (including Shares issued in settlement of phantom dividend equivalents) at a time when the Share Withholding Method is not being utilized by the Company, then the Withholding Taxes shall be collected from Participant through a sale-to-cover transaction authorized by Participant, pursuant to which an immediate open-market sale of a portion of the Shares issued to Participant will be effected, for and on behalf of Participant, by the Company’s designated broker to cover the Withholding Tax liability estimated by the Company to be applicable to such issuance. Participant shall, promptly upon request from the Company, execute (whether manually or through electronic acceptance) an appropriate sales authorization (in form and substance reasonably satisfactory to the Company) that authorizes and directs the broker to effect such open-market, sale-to-cover transactions and remit the sale proceeds, net of brokerage fees and other applicable charges, to the Company in satisfaction of the applicable Withholding Taxes. However, no sale-to-cover transaction shall be effected unless (i) such a sale is at the time permissible under the Company’s insider trading policies governing the sale of Common Stock and (ii) the transaction is not otherwise deemed to constitute a prohibited loan under Section 402 of the Sarbanes-Oxley Act of 2002.
|
(g)
|
If the Company determines that such sale-to-cover transaction is not permissible or advisable at the time or if Participant otherwise fails to effect a timely sales authorization as required by this Agreement, then the Company may, in its sole discretion, elect either to defer the issuance of the Shares until such sale-to-cover transaction can be effected in
|
(h)
|
Except as otherwise provided in Paragraph 5, the settlement of all Restricted Stock Units which vest under the Award shall be made solely in Shares. In no event, however, shall any fractional Shares be issued. Accordingly, the total number of Shares to be issued at the time the Award vests (including any Shares issued in settlement of phantom dividend equivalents) shall, to the extent necessary, be rounded down to the next whole Share in order to avoid the issuance of a fractional Share.
|
(i)
|
The Company shall collect the Withholding Taxes with respect to phantom dividend equivalents distributed in a form other than Shares by withholding a portion of that distribution equal to the amount of the applicable Withholding Taxes, with the cash portion of the distribution to be the first portion so withheld, or through such other tax withholding arrangement as the Company deems appropriate, in its sole discretion.
|
(j)
|
Notwithstanding the foregoing provisions, to the extent Participant is subject to taxation in the United States, the employee portion of the federal, state and local employment taxes required to be withheld by the Company in connection with the vesting (as determined under applicable tax laws) of the Shares or any other amounts hereunder (the “Employment Taxes”) shall in all events be collected from Participant no later than the last business day of the calendar year in which those Shares or other amounts vest (as determined under applicable tax laws) hereunder. Accordingly, to the extent the applicable issuance date for one or more vested Shares or the distribution date for such other amounts is to occur in a year subsequent to the calendar year in which those Shares or other amounts vest, Participant shall, if so requested by the Company, on or before the last business day of the calendar year in which such Shares or other amounts vest, deliver to the Company a check payable to its order (or a wire transfer of funds to the Company) in the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts. Alternatively, the Company may, in its sole discretion, elect to withhold the dollar amount equal to the Employment Taxes required to be withheld with respect to those Shares or other amounts from other wages payable to Participant, or through such other tax withholding arrangement as the Company deems appropriate, in its sole discretion. The provisions of this Paragraph 7(i) shall be applicable only to the extent necessary to comply with the applicable tax withholding requirements of Code Section 3121(v).
|
(a)
|
The issuance of Shares pursuant to the Award shall be subject to compliance by the Company and Participant with all Applicable Laws relating thereto, as determined by counsel for the Company.
|
(b)
|
The inability of the Company to obtain approval from any regulatory body having authority deemed by the Company to be necessary to the lawful issuance and sale of any Common Stock pursuant to this Award shall relieve the Company of any liability with respect to the non-issuance or sale of the Common Stock as to which such approval shall not have been obtained. The Company, however, shall use its reasonable best efforts to obtain all such approvals.
|
(a)
|
The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware without resort to that State’s conflict-of-laws rules.
|
(b)
|
For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award and this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, or the federal courts for the Northern District of California, and no other courts where the grant of the Restricted Stock Units is made and/or to be performed.
|
(a)
|
the Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;
|
(b)
|
the Award is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;
|
(c)
|
all decisions with respect to future Awards or other grants, if any, will be at the sole discretion of the Company;
|
(d)
|
the Award and Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Related Entity and shall not interfere with the ability of the Company, the Employer or any Related Entity, as applicable, to terminate Participant’s employment or service relationship (if any);
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(e)
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Participant’s participation in the Plan is voluntary;
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(f)
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the Award and the Shares subject to the Award, and the income and value of same, are not intended to replace any pension rights or compensation;
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(g)
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the Award and the Shares subject to the Award, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;
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(h)
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the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with any certainty;
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(i)
|
no claim or entitlement to compensation or damages shall arise from forfeiture of the Award resulting from termination of Participant’s Continuous Service by the Employer or the Company (or any Related Entity) (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the Award, Participant irrevocably agrees not to institute any claim against the Company, the Employer or any Related Entity, waives his or her ability, if any, to bring any such claim and releases the Company, the Employer and any Related Entity from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;
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(j)
|
unless otherwise agreed with the Company in writing, the Award and the Shares subject to the Award, and the income and value of same, are not granted as consideration for, or in connection with, any service Participant may provide as a director of the Company or a Related Entity;
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(k)
|
unless otherwise provided in the Plan or by the Company in its discretion, the Restricted Stock Units and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares; and
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(l)
|
the following provisions apply only if Participant is providing services outside the United States:
|
a.
|
the Award and the Shares subject to the Award, and the income and value of same, are not part of normal or expected compensation or salary for any purpose;
|
b.
|
Participant acknowledges and agrees that neither the Company, the Employer nor any Related Entity shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant
|
(a)
|
Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other grant materials by and among, as applicable, the Employer, the Company and any Related Entity for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.
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(b)
|
Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address, telephone number, email address, date of birth, social insurance number, passport number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Restricted Stock Units or any other entitlement to shares of stock awarded, cancelled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).
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(c)
|
Participant understands that Data will be transferred to E*TRADE Financial Services, Inc. or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States, or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if Participant resides outside the United States, Participant may request a list with the names and addresses of any potential recipients of the Data by contacting Participant’s local human resources representative. Participant authorizes the Company, E*TRADE Financial Services, Inc. and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan.
|
(d)
|
Finally, upon request of the Company or the Employer, Participant agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company and/or the Employer) that the Company and/or the Employer may deem necessary to obtain from Participant for the purpose of administering his or her participation in the Plan in compliance with the data privacy laws in his or her country, either now or in the future. Participant understands and agrees that he or she will not be able to participate in the Plan if Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.
|
GILEAD SCIENCES, INC.
|
|
|
|
|
/s/ Katie Watson
|
By:
|
Katie Watson
|
Title:
|
EVP, Human Resources
|
|
|
|
|
PARTICIPANT:
|
|
By:
|
Johanna Mercier
|
Title:
|
|
(i)
|
Should the period of such leave (other than a disability leave) exceed six (6) months, then Participant shall be deemed to incur a Separation from Service upon the expiration of the initial six (6) - month period of that leave, unless Participant retains a right to re-employment under Applicable Law or by contract with the Company (or any Parent or Subsidiary or other Related Entity).
|
(ii)
|
Should the period of a disability leave exceed twenty-nine (29) months, then Participant shall be deemed to incur a Separation from Service upon the expiration of the initial twenty-nine (29)-month period of that leave, unless Participant retains a right to re-employment under Applicable Law or by contract with the Company (or any Parent or Subsidiary or other Related Entity).
|
1.
|
Evaluate market and launch readiness initiatives in connection with anticipated commercial launches in inflammation and take appropriate action to ensure launch readiness in the United States and Germany. Document and implement an integrated brand plan across medical and commercial for filgotinib, including pricing and reimbursement strategies. Demonstrate that initiatives developed will support coordination with Galapagos for an integrated European launch. Achievement of each element of the foregoing objective must be approved by the CEO and Chairman of the Board. Must be completed by September 30, 2020 unless waived as described below.
|
2.
|
Evaluate, align with CEO, and implement recommendations to effectively buildout and integrate the new functions within the global core commercial organization, including Asia, Latin America and Global Commercial Development and Strategy to ensure the necessary capabilities, processes and practices are in place to support product launches and market penetration. Achievement of each element of the foregoing objective must be approved by the CEO and Chairman of the Board. Each element of this objective must be completed by December 31, 2020.
|
Participant:
|
Johanna Mercier
|
Award Date:
|
24-Jul-2019
|
Number of Shares Subject to Award:
|
30,020 shares of Common Stock (the “Shares”)
|
Vesting Schedule:
|
The Shares shall vest in a series of four (4) successive equal annual installments upon Participant’s completion of each successive year of Continuous Service over the four (4)-year period measured from the Award Date. However, one or more Shares may be subject to accelerated vesting or continued vesting following a cessation of Continuous Service in accordance with the provisions of Paragraph 3 or 5 of this Agreement.
|
Issuance Schedule
|
The Shares in which Participant vests in accordance with the Normal Vesting Schedule shall become issuable pursuant to the Plan on the applicable annual vesting date, subject to the Company’s collection of the applicable Withholding Taxes. In no event will the Shares in which Participant so vests be issued after the later of (i) the close of the calendar year in which the Shares vest pursuant to the Normal Vesting Schedule or (ii) the fifteenth (15th) day of the third (3rd) calendar month following such vesting date. Shares that vest pursuant to the special vesting provisions of Paragraph 3 or 5 of this Agreement shall be issued in accordance with the applicable provisions of such Paragraph. The procedures pursuant to which the applicable Withholding Taxes are to be collected are set forth in Paragraph 7 of this Agreement.
|
GILEAD SCIENCES, INC.
|
|
|
|
|
/s/ Katie Watson
|
By:
|
Katie Watson
|
Title:
|
EVP, Human Resources
|
|
|
|
|
PARTICIPANT:
|
|
By:
|
Johanna Mercier
|
Title:
|
|
GILEAD SCIENCES, INC.
|
|
|
|
|
/s/ Jyoti Mehra
|
By:
|
Jyoti Mehra
|
Title:
|
EVP, Human Resources
|
|
|
|
|
PARTICIPANT:
|
|
By:
|
Merdad Parsey
|
Date:
|
|
Shares
|
Full Vest Date
|
Expiration Date
|
|
22,079
|
On Vest Date
|
10-Nov-2020
|
10-Nov-2029
|
66,236
|
Quarterly
|
10-Nov-2023
|
10-Nov-2029
|
Participant:
|
Merdad Parsey
|
Award Date:
|
10-Nov-2019
|
Number of Shares Subject to Award:
|
15, 300 shares of Common Stock (the “Shares”)
|
Vesting Schedule:
|
The Shares shall vest in a series of three (3) successive equal annual installments upon Participant’s completion of each successive year of Continuous Service over the three (3)-year period measured from the Award Date. However, one or more Shares may be subject to accelerated vesting or continued vesting following a cessation of Continuous Service in accordance with the provisions of Paragraph 3 or 5 of this Agreement.
|
Issuance Schedule
|
The Shares in which Participant vests in accordance with the Normal Vesting Schedule shall become issuable pursuant to the Plan on the applicable annual vesting date, subject to the Company’s collection of the applicable Withholding Taxes. In no event will the Shares in which Participant so vests be issued after the later of (i) the close of the calendar year in which the Shares vest pursuant to the Normal Vesting Schedule or (ii) the fifteenth (15th) day of the third (3rd) calendar month following such vesting date. Shares that vest pursuant to the special vesting provisions of Paragraph 3 or 5 of this Agreement shall be issued in accordance with the applicable provisions of such Paragraph. The procedures pursuant to which the applicable Withholding Taxes are to be collected are set forth in Paragraph 7 of this Agreement.
|
GILEAD SCIENCES, INC.
|
|
|
|
|
/s/ Jyoti Mehra
|
By:
|
Jyoti Mehra
|
Title:
|
EVP, Human Resources
|
|
|
|
|
PARTICIPANT:
|
|
By:
|
Merdad Parsey
|
Date:
|
|
/s/ DANIEL P. O’DAY
|
Daniel P. O’Day
Chairman and Chief Executive Officer
|
/s/ ANDREW D. DICKINSON
|
Andrew D. Dickinson
Executive Vice President and Chief Financial Officer
|
/s/ DANIEL P. O’DAY
|
|
/s/ ANDREW D. DICKINSON
|
Daniel P. O’Day
Chairman and Chief Executive Officer
|
|
Andrew D. Dickinson
Executive Vice President and Chief Financial Officer
|