What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-02-23 compared with 2021-02-25 · 11 added, 68 removed, 69 unchanged (53% of the section changed)

8 unchanged sentences

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(1) This section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

(1) This section is not “soliciting material,” is not deemed “filed” with the Securities and Exchange Commission (“SEC”) and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934 (“Exchange Act”) whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

(2) Shows the cumulative return on investment assuming an investment of $100 in our common stock, the NBI Index and the S&P 500 Index on December 31, 2016, and assuming that all dividends were reinvested.

30 unchanged sentences

2018 Equity Incentive Plan (the “2018 Plan”).

The 2018 Plan is intended to help the Company secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any affiliate, and provide a means by which the eligible recipients may benefit from increases in value of Gilead common stock.

The 2018 Plan is intended to help the Gilead secure and retain the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of Gilead and any affiliate, and provide a means by which the eligible recipients may benefit from increases in value of Gilead common stock.

From and after April 7, 2020, only employees and consultants of Forty Seven as of immediately prior to such date and employees and consultants of Gilead hired on or following such date are eligible to receive grants of new awards under the 2018 Plan.

The 2018 Plan provides for the award of incentive stock options and Nonstatutory stock options, each of which must generally have an exercise price equal to at least the fair market value of our common stock on the date of grant;

The 2018 Plan provides for the award of incentive stock options and non-qualified stock options, each of which must generally have an exercise price equal to at least the fair market value of our common stock on the date of grant;

stock appreciation rights;

5 unchanged sentences

As of April 7, 2020, the aggregate number of shares of common stock issuable under the 2018 Plan (from and after such date) was 12,069,378.

From and after April 7, 2020, Gilead has granted restricted stock units and stock options under the 2018 Plan, and these are the only types of equity awards outstanding under the plan.

From and after April 7, 2020, Gilead has granted restricted stock units, performance share awards or units and stock options under the 2018 Plan, and these are the only types of equity awards outstanding under the plan.

As of December 31, 2021, 6.7 million shares of Gilead common stock remained available for issuance under the 2018 Plan.

Issuer Purchases of Equity Securities

In the first quarter of 2016, our Board of Directors authorized a $12.0 billion stock repurchase program (“2016 Program”) under which repurchases may be made in the open market or in privately negotiated transactions.

In the first quarter of 2016, our Board of Directors authorized a $12.0 billion stock repurchase program (the “2016 Program”) under which repurchases may be made in the open market or in privately negotiated transactions.

We made repurchases under the 2016 Program starting in April 2016.

In the first quarter of 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.

In the first quarter of 2020, our Board of Directors authorized a new $5.0 billion stock repurchase program (the “2020 Program”), which will commence upon the completion of the 2016 Program.

Purchases under the 2020 Program may be made in the open market or in privately negotiated transactions.

During 2020, we repurchased and retired 22 million shares of our common stock for $1.6 billion through open market transactions under the 2016 Program.

During 2021, we repurchased and retired 8 million shares of our common stock for $546 million through open market transactions under the 2016 Program.

As of December 31, 2021, the remaining authorized repurchase amount from both programs was $6.3 billion.

14 unchanged sentences

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(1) A total of 232 thousand shares were transferred to us from employees in satisfaction of minimum tax withholding obligations associated with the vesting of restricted stock units during the period.

We did not purchase any shares of our common stock in the open market pursuant to our repurchase program.

SELECTED FINANCIAL DATA

GILEAD SCIENCES, INC.

SELECTED CONSOLIDATED FINANCIAL DATA

Year Ended December 31,

(in millions, except per share amounts) 2020 2019 2018 2017 2016

CONSOLIDATED STATEMENT OF INCOME DATA (1) :

Total revenues $ 24,689 $ 22,449 $ 22,127 $ 26,107 $ 30,390

Total costs and expenses (2)

$ 20,618 $ 18,162 $ 13,927 $ 11,983 $ 12,757

Income from operations $ 4,071 $ 4,287 $ 8,200 $ 14,124 $ 17,633

Income tax expense (benefit) (3)

$ 1,580 $ (204) $ 2,339 $ 8,885 $ 3,609

Net income (2)(3)

$ 89 $ 5,364 $ 5,460 $ 4,644 $ 13,488

Net income attributable to Gilead (2)(3)

$ 123 $ 5,386 $ 5,455 $ 4,628 $ 13,501

Net income per share attributable to Gilead

common stockholders - basic (2)(3)

$ 0.10 $ 4.24 $ 4.20 $ 3.54 $ 10.08

Shares used in per share calculation - basic 1,257 1,270 1,298 1,307 1,339

Net income per share attributable to Gilead

common stockholders - diluted (2)(3)

$ 0.10 $ 4.22 $ 4.17 $ 3.51 $ 9.94

Shares used in per share calculation - diluted 1,263 1,277 1,308 1,319 1,358

Cash dividends declared per share $ 2.72 $ 2.52 $ 2.28 $ 2.08 $ 1.84

(in millions) 2020 2019 2018 2017 2016

CONSOLIDATED BALANCE SHEET DATA (1) :

Cash, cash equivalents and marketable debt securities (4)(5)

$ 7,910 $ 25,840 $ 31,512 $ 36,694 $ 32,380

Working capital (3)(4)(5)

$ 4,599 $ 20,537 $ 25,231 $ 20,188 $ 10,370

Total assets (4)(5)

$ 68,407 $ 61,627 $ 63,675 $ 70,283 $ 56,977

Other long-term obligations $ 5,128 $ 1,009 $ 1,040 $ 558 $ 297

Long-term debt, including current portion (4)

$ 31,402 $ 24,593 $ 27,322 $ 33,542 $ 26,346

Retained earnings (3)

$ 14,381 $ 19,388 $ 19,024 $ 19,012 $ 18,154

Total stockholders’ equity (3)

$ 18,221 $ 22,650 $ 21,534 $ 20,501 $ 19,363

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(1) See Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Item 7 of this Annual Report on Form 10-K for a description of our results of operations for 2020.

(2) In 2020, we recorded acquired in-process research and development (“IPR&D”) expenses of $5.9 billion primarily related to our acquisition of Forty Seven, Inc.

(“Forty Seven”) as well as other collaborations and investments we entered into during the year.

In 2019, we recorded acquired IPR&D expenses of $5.1 billion primarily due to $3.92 billion of upfront collaboration and licensing expenses related to our global research and development collaboration with Galapagos NV, and a pre-tax impairment charge of $800 million from assets obtained in our acquisition of Kite Pharma, Inc.

(3) In 2020, we recorded discrete tax benefits of $167 million related to settlements with taxing authorities.

In 2019, we recorded a deferred tax benefit of $1.2 billion related to intangible asset transfers from a foreign subsidiary to Ireland and the United States.

In 2018, we recorded a deferred tax charge of $588 million related to a transfer of acquired intangible assets from a foreign subsidiary to the United States.

In December 2017, we recorded an estimated $5.5 billion net charge related to the enactment of the Tax Cuts and Jobs Act (“Tax Reform”).

Tax Reform also lowered the corporate tax rate in the United States from 35% to 21% effective for tax years beginning after December 31, 2017.

(4) In 2020, in connection with the acquisition of Immunomedics, we issued $7.25 billion principal amount of senior unsecured notes and borrowed an aggregate principal amount of $1.0 billion under a three-year term loan facility.

Also in 2020, we repaid $2.5 billion principal amount of our senior unsecured notes at maturity.

In 2019, we repaid $2.8 billion principal amount of our senior unsecured notes at maturity.

In 2018, we repaid $1.8 billion principal amount of our senior unsecured notes at maturity and repaid $4.5 billion of term loans borrowed in connection with our acquisition of Kite.

In 2017, in connection with the acquisition of Kite, we issued $3.0 billion aggregate principal amount of senior unsecured notes and borrowed $6.0 billion aggregate principal amount term loan facility credit agreement, of which $1.5 billion was repaid in 2017.

In 2016, we issued $5.0 billion principal amount of senior unsecured notes and repaid $285 million of principal balance of convertible senior notes and $700 million of principal balance of senior unsecured notes at maturity.

Debt and Credit Facilities of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information.

(5) In 2020, we made cash payments of $25.7 billion primarily related to our acquisitions of Immunomedics in October 2020 and Forty Seven in April 2020.

Acquisitions of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional information.

(1) 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.

For the years ended December 31, 2021 and 2020 , we paid quarterly dividends.

We expect to continue to pay quarterly dividends, although the amount and timing of any future dividends are subject to declaration by our Board of Directors.

Additional information is included in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations to the Consolidated Financial Statements.

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 5. Market for Registrant’s Common Equity