Document


 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
Amendment No. 1
 (Mark One)
ý
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     
Commission File No. 000-19731
 
 
GILEAD SCIENCES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
94-3047598
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
333 Lakeside Drive, Foster City, California
94404
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: 650-574-3000
 
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
Title of each class 
Name of each exchange on which registered 
Common Stock, $0.001 par value per share
The Nasdaq Global Select Market
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes x    No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ¨    No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨    
Smaller reporting company ¨ Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨    No ý
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based upon the closing price of its Common Stock on the Nasdaq Global Select Market on June 29, 2018 was $79,506,595,778.
The number of shares outstanding of the registrant’s Common Stock on March 15, 2019 was 1,274,896,000.

DOCUMENTS INCORPORATED BY REFERENCE
None.
 






EXPLANATORY NOTE
Gilead Sciences, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on February 26, 2019. The purpose of this Amendment is to refile Exhibits 10.42 and 10.43, which were originally filed with the Form 10-K, to transition to the requirements set forth in Item 601(b) of Regulation S-K permitting registrants to omit confidential information from material contracts filed pursuant to Item 601(b)(10) without the need to submit a confidential treatment request to the Securities and Exchange Commission. The confidential information omitted from Exhibits 10.42 and 10.43 (i) is not material and (ii) would be competitively harmful if publicly disclosed.
This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K.
This Amendment is an exhibit-only filing. Except for the changes to Exhibits 10.42 and 10.43, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.






PART IV
ITEM  15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are included as part of the Company’s Annual Report on Form 10-K filed with the SEC on February 26, 2019 (“Form 10-K”):
(1) Financial Statements—See Index to Consolidated Financial Statements in Item 8 of the Form 10-K. 
(2) Financial Statement Schedules—See Index to Consolidated Financial Statements in Item 8 of the Form 10-K.
(3) Exhibits.
The following exhibits are filed herewith or incorporated by reference:
Exhibit
Footnote
Exhibit Number
 
Description of Document
(1)
3.1
 
 
 
 
 
(2)
3.2
 
 
 
 
 
 
4.1
 
Reference is made to Exhibit 3.1 and Exhibit 3.2
 
 
 
 
(3)
4.2
 
 
 
 
 
(3)
4.3
 
 
 
 
 
(4)
4.4
 
 
 
 
 
(5)
4.5
 
 
 
 
 
(6)
4.6
 
 
 
 
 
(7)
4.7
 
 
 
 
 
(8)
4.8
 
 
 
 
 
(9)
4.9
 
 
 
 
 
*(10)
10.1
 
 
 
 
 
*(11)
10.2
 
 
 
 
 
*(12)
10.3
 
 
 
 
 
*(13)
10.4
 
 
 
 
 
*(14)
10.5
 
 
 
 
 
*(12)
10.6
 
 
 
 
 
*(15)
10.7
 
 
 
 
 
*(15)
10.8
 
 
 
 
 
*(16)
10.9
 
 
 
 
 
*(15)
10.10
 
 
 
 
 
*(17)
10.11
 
 
 
 
 
*(17)
10.12
 
 
 
 
 
*(17)
10.13
 
 
 
 
 
*(17)
10.14
 
 
 
 
 
*(18)
10.15
 





 
 
 
 
*(17)
10.16
 
 
 
 
 
*(18)
10.17
 
 
 
 
 
*(17)
10.18
 
 
 
 
 
*(14)
10.19
 
 
 
 
 
*(19)
10.20
 
 
 
 
 
*(20)
10.21
 
 
 
 
 
*(20)
10.22
 
 
 
 
 
*(20)
10.23
 
 
 
 
 
*(21)
10.24
 
 
 
 
 
*(22)
10.25
 
 
 
 
 
*(23)
10.26
 
 
 
 
 
*(24)
10.27
 
 
 
 
 
*(25)
10.28
 
 
 
 
 
*(26)
10.29
 
 
 
 
 
*(27)
10.30
 
 
 
 
 
*(28)
10.31
 
 
 
 
 
*(29)
10.32
 
Form of Indemnity Agreement entered into between Registrant and its directors and executive officers
 
 
 
 
*(29)
10.33
 
Form of Employee Proprietary Information and Invention Agreement entered into between Registrant and certain of its officers and key employees
 
 
 
 
*(30)
10.34
 
 
 
 
 
 +(31)
10.35
 
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)
 
 
 
 
 +(32)
10.36
 
 
 
 
 
 +(33)
10.37
 
 
 
 
 
 +(34)
10.38
 
 
 
 
 
 +(35)
10.39
 
 
 
 
 
 +(36)
10.40
 
 
 
 
 
 +(36)
10.41
 
 
 
 
 
 ++***
10.42
 
 
 
 
 
 ++***
10.43
 
 
 
 
 
+(38)
10.44
 
 
 
 
 
+(39)
10.45
 
 
 
 
 
(37)
21.1
 
 
 
 
 
 (37)
23.1
 
 
 
 
 
***
31.1
 
 
 
 
 
***
31.2
 
 
 
 
 
**
32.1
 
 
 
 
 





(37)
101.INS
 
XBRL Instance Document
 
 
 
 
(37)
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
(37)
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
(37)
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
(37)
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
(37)
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document

(1)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 8, 2014, and incorporated herein by reference.
(2)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on December 23, 2015, and incorporated herein by reference.
(3)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on April 1, 2011, and incorporated herein by reference.
(4)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on December 13, 2011, and incorporated herein by reference.
(5)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on March 7, 2014, and incorporated herein by reference.
(6)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on November 17, 2014, and incorporated herein by reference.
(7)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on September 14, 2015, and incorporated herein by reference.
(8)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on September 20, 2016, and incorporated herein by reference.
(9)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on September 21, 2017, and incorporated herein by reference.
(10)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 12, 2017, and incorporated herein by reference.
(11)
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.
(12)
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.
(13)
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.
(14)
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.
(15)
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
(16)
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.
(17)
Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, and incorporated herein by reference.
(18)
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.
(19)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 8, 2015, and incorporated herein by reference.
(20)
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.
(21)
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.
(22)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on March 11, 2016, and incorporated herein by reference.
(23)
Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, and incorporated herein by reference.
(24)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 17, 2016, and incorporated herein by reference.
(25)
Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, and incorporated herein by reference.
(26)
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.
(27)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on August 7, 2018, and incorporated herein by reference.
(28)
Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on December 10, 2018, and incorporated herein by reference.
(29)
Filed as an exhibit to Registrant’s Registration Statement on Form S-1 (No. 33-55680), as amended, and incorporated herein by reference.
(30)
Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, and incorporated herein by reference.
(31)
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.
(32)
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.
(33)
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.
(34)
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.
(35)
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.
(36)
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.
(37)
Filed as an exhibit to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and incorporated herein by reference.
(38)
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.
(39)
Filed as an exhibit to Kite Pharma, Inc.’s Registration Statement on Form S-1/A (No. 333-196081) filed on June 17, 2014, and incorporated herein by reference.
*
Management contract or compensatory plan or arrangement.
**
Furnished as an exhibit to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
***
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.
++
Certain confidential portions of this Exhibit were omitted by means of marking such portions with the Mark because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.






SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
GILEAD SCIENCES, INC.
 
 
(Registrant)
 
 
 
Date:
April 17, 2019
/S/    DANIEL P. O’DAY
 
 
Daniel P. ODay
Chairman and Chief Executive Officer
(Principal Executive Officer)
 
 
 
Date:
April 17, 2019
/S/    ROBIN L. WASHINGTON        
 
 
Robin L. Washington
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)