What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-25 · 69 added, 67 removed, 170 unchanged (44% of the section changed)

9 unchanged sentences

Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2020.

The scope of management’s assessment of the effectiveness of internal control over financial reporting excluded Immunomedics, Inc., which Gilead acquired in a business combination on October 23, 2020.

Total assets, excluding goodwill and intangibles assets, total liabilities, and total revenues of Immunomedics represented approximately 3%, 11% and less than 1% of the total assets, total liabilities and total revenues of Gilead’s Consolidated Financial Statements as of and for the year ended December 31, 2020, respectively.

Our independent registered public accounting firm, Ernst & Young LLP, has audited our Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K and have issued a report on our internal control over financial reporting as of December 31, 2020.

2 unchanged sentences

Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated any changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2020, and has concluded that there was no change during such quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Accounting Firm

To the Stockholders and the Board of Directors of Gilead Sciences, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Gilead Sciences, Inc.’s internal control over financial reporting as of December 31, 2019 , based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Gilead Sciences, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019 , based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018 , the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2019 , and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 24, 2020 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Jose, California

February 24, 2020

OTHER INFORMATION

23 unchanged sentences

Notes to Consolidated Financial Statements

(2) Schedule II is included on page 89 of this report.

(2) All other schedules are omitted because they are not required or the required information is included in the financial statements or notes thereto.

1 unchanged sentence

The following exhibits are filed herewith or incorporated by reference:

Exhibit Number

Description of Document

Footnote Exhibit Number Description of Document

(1) 2.1 Agreement and Plan of Merger, dated September 13, 2020, among Immunomedics, Inc., Gilead Sciences, Inc.

and Maui Merger Sub, Inc.

(2) 2.2 Agreement and Plan of Merger, by and among Forty Seven, Inc., Registrant and Toro Merger Sub, Inc., dated March 1, 2020

(3) 3.1 Restated Certificate of Incorporation of Registrant

8 unchanged sentences

(9) 4.8 Sixth Supplemental Indenture, dated as of September 20, 2016, between Registrant and Wells Fargo Bank, National Association, as Trustee (including Form of 2022 Note, Form of 2023 Note, Form of 2027 Note, Form of 2036 Note and Form of 2047 Note)

(10) 4.9 Eighth Supplemental Indenture, dated as of September 30, 2020, between the Company and Wells Fargo Bank, National Association, as Trustee (including form of notes)

(11) 4.10 Description of Registrant’s Securities

1 unchanged sentence

2004 Equity Incentive Plan, amended and restated May 10, 2017

Form of employee stock option agreement under 2004 Equity Incentive Plan (for grants made in 2010)

10.2*,** Amendment No.

1 to Gilead Sciences, Inc.

2004 Equity Incentive Plan, amended and restated May 10, 2017

(13) 10.3* Form of employee stock option agreement under 2004 Equity Incentive Plan (for grants made in 2011 through 2018)

Form of employee stock option agreement under 2004 Equity Incentive Plan (for grants commencing in 2019)

(14) 10.4* Form of employee stock option agreement under 2004 Equity Incentive Plan (for grants made in 2019)

(15) 10.5* Form of global employee stock option agreement under 2004 Equity Incentive Plan (4 year vest) (for grants made in 2019)

(16) 10.6* Form of global employee stock option agreement under 2004 Equity Incentive Plan (4 year vest) (for grants commencing in 2020)

3 unchanged sentences

(19) 10.10* Form of non-employee director stock option agreement under 2004 Equity Incentive Plan (for grants made in 2014 through 2018)

(14) 10.11* Form of non-employee director stock option agreement under 2004 Equity Incentive Plan (for grants made in 2019)

(20) 10.12* Form of non-employee director stock option agreement under 2004 Equity Incentive Plan (for grants commencing in 2020)

(21) 10.13* Form of performance share award agreement - TSR Goals (U.S.) with Director Retirement Provisions under 2004 Equity Incentive Plan (for grants made in 2016 through 2018)

Form of performance share award agreement - TSR Goals (non-US) under 2004 Equity Incentive Plan (for grants made in 2016 through 2018)

(14) 10.14* Form of performance share award agreement - TSR Goals (U.S.) under 2004 Equity Incentive Plan (for grants made in 2019)

(16) 10.15* Form of performance share award agreement - TSR Goals (U.S.) under 2004 Equity Incentive Plan (for grants commencing in 2020)

1 unchanged sentence

(21) 10.17* Form of performance share award agreement - Revenue Goals (U.S.) with Director Retirement Provisions under 2004 Equity Incentive Plan (for grants made in 2016 through 2018)

(14) 10.18* Form of performance share award agreement - Revenue Goals (U.S.) under 2004 Equity Incentive Plan (for grants made in 2019)

(16) 10.19* Form of performance share award agreement - Revenue Goals (U.S.) under 2004 Equity Incentive Plan (for grants commencing in 2020)

(13) 10.20* Form of employee restricted stock unit issuance agreement under 2004 Equity Incentive Plan (for grants made in 2011 through 2018)

Form of employee restricted stock unit issuance agreement under 2004 Equity Incentive Plan (for grants commencing in 2019)

(14) 10.21* Form of employee restricted stock unit issuance agreement under 2004 Equity Incentive Plan (for grants made in 2019)

(15) 10.22* Form of global employee restricted stock unit issuance agreement under 2004 Equity Incentive Plan (3 year vest) (for grants made in 2019)

(15) 10.23* Form of global employee restricted stock unit issuance agreement under 2004 Equity Incentive Plan (4 year vest) (for grants made in 2019)

(14) 10.24* Form of non-employee director restricted stock unit issuance agreement under 2004 Equity Incentive Plan (for grants made in 2019)

(16) 10.25* Form of global employee restricted stock unit issuance agreement under 2004 Equity Incentive Plan (3 year vest) (for grants commencing in 2020)

2 unchanged sentences

(20) 10.28* Gilead Sciences, Inc.

2018 Equity Incentive Plan, amended and restated April 7, 2020

(23) 10.29* Gilead Sciences, Inc.

Employee Stock Purchase Plan, amended and restated January 22, 2015

2 unchanged sentences

(20) 10.31* Gilead Sciences, Inc.

Severance Plan, amended and restated July 24, 2019

Severance Plan, amended and restated May 5, 2020

(16) 10.32* Gilead Sciences, Inc.

Corporate Bonus Plan, amended and restated January 1, 2019

Corporate Annual Incentive Plan, amended and restated January 1, 2020

(24) 10.33* Gilead Sciences, Inc.

Retention Program for Executive Officers

Offer Letter between Registrant and Robin Washington, dated April 16, 2008

Offer Letter between Registrant and Laura Hamill, dated August 8, 2018

Severance and General Release Agreement between Registration and Laura Hamill, dated June 6, 2019

Transition and Severance Agreement between Registrant and Gregg Alton, dated July 15, 2019

Transition and Severance Agreement between Registrant and John McHutchison, dated July 15, 2019

(16) 10.34* Gilead Sciences, Inc.

Retention Program for Senior Vice Presidents and Executive Vice Presidents

(25) 10.35* Offer Letter between Registrant and Daniel O’Day, dated November 30, 2018

Offer Letter between Registrant and Johanna Mercier, dated May 21, 2019

(14) 10.36* Stock option agreement for Daniel O’Day under 2004 Equity Incentive Plan

2 unchanged sentences

(14) 10.39* Form of restricted stock unit issuance agreement for Daniel O’Day (in 2019) under 2004 Equity Incentive Plan

(14) 10.40* Offer Letter between Registrant and Johanna Mercier, dated May 21, 2019

(20) 10.41* Letter Agreement between Registrant and Johanna Mercier, dated May 4, 2020

(16) 10.42* Global stock option agreement for Johanna Mercier (in 2019) under 2004 Equity Incentive Plan

(16) 10.43* Restricted stock unit issuance agreement for Johanna Mercier (for Performance Objectives in 2019-2020) under 2004 Equity Incentive Plan

(16) 10.44* Global restricted stock unit issuance agreement for Johanna Mercier (in 2019) under 2004 Equity Incentive Plan

(16) 10.45* Offer Letter between Registrant and Merdad Parsey, dated September 29, 2019

(16) 10.46* Global stock option agreement for Merdad Parsey (in 2019) under 2004 Equity Incentive Plan

(16) 10.47* Global restricted stock unit issuance agreement for Merdad Parsey (in 2019) under 2004 Equity Incentive Plan

(26) 10.48* Form of Indemnity Agreement entered into between Registrant and its directors and executive officers

26 unchanged sentences

32*** Certifications of Chief Executive Officer and Chief Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C.

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The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, formatted in Inline XBRL

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

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104 Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101)

(1) Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on September 14, 2020, and incorporated herein by reference.

(2) Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on March 2, 2020, and incorporated herein by reference.

(3) Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 9, 2019, and incorporated herein by reference.

5 unchanged sentences

(9) Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on September 20, 2016, and incorporated herein by reference.

Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 12, 2017, and incorporated herein by reference.

(10) Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on September 30, 2020, 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, 2019, and incorporated herein by reference.

(12) Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on May 12, 2017, and incorporated herein by reference.

(13) 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.

1 unchanged sentence

(15) Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, and incorporated herein by reference.

(16) Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and incorporated herein by reference.

(17) Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, and incorporated herein by reference.

1 unchanged sentence

(19) 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.

(20) Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, and incorporated herein by reference.

(21) Filed as an exhibit to Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, and incorporated herein by reference.

2 unchanged sentences

(24) 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.

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.

(25) Filed as an exhibit to Registrant’s Current Report on Form 8-K filed on December 10, 2018, and incorporated herein by reference.

29 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ DANIEL P.

Chairman and Chief Executive Officer

February 24, 2020

O’DAY Chairman and Chief Executive Officer February 25, 2021

(Principal Executive Officer)

/s/ ANDREW D.

Executive Vice President and Chief Financial Officer

February 24, 2020

DICKINSON Chief Financial Officer February 25, 2021

(Principal Financial Officer)

Senior Vice President and Chief Accounting Officer

February 24, 2020

WILFONG Senior Vice President and Chief Accounting Officer February 25, 2021

(Principal Accounting Officer)

February 24, 2020

Cogan, Ph.D.*

February 24, 2020

/s/ HARISH MANWANI

February 24, 2020

/s/ JACQUELINE K.

BARTON Director February 25, 2021

Jacqueline K.

Barton, Ph.D.

/s/ JEFFREY A.

BLUESTONE Director February 25, 2021

Bluestone, Ph.D.

/s/ SANDRA J.

HORNING Director February 25, 2021

Horning, M.D.

KRAMER Director February 25, 2021

LOFTON Director February 25, 2021

/s/ HARISH MANWANI Director February 25, 2021

Harish Manwani

/s/ JAVIER J.

RODRIGUEZ Director February 25, 2021

/s/ ANTHONY WELTERS Director February 25, 2021

Anthony Welters

/s/ RICHARD J.

February 24, 2020

WHITLEY Director February 25, 2021

Whitley, M.D.

February 24, 2020

/s/ PER WOLD-OLSEN

February 24, 2020

/s/ PER WOLD-OLSEN Director February 25, 2021

Per Wold-Olsen

*Represents a majority of the Board of Directors

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures