Gilead Sciences (GILD) 10-K risk factor changes: FY2024 vs FY2023

Therefore, you should not consider the following risks to be a complete statement of all the potential risks or uncertainties that we [removed: face.*][added: face.]

[added: For example,] Veklury sales generally reflect COVID-19 related rates and severity of infections and hospitalizations, as well as the availability, uptake and effectiveness of vaccines and alternative treatments for [removed: COVID-19.][added: COVID-19, and future sales in the short- and long-term remain uncertain.]

If we do not accurately forecast demand or manufacture [removed: Veklury] [added: products] at levels to align with actual demand, then we may experience product shortages or build excess inventory that may need to be written off.

- educating and certifying medical personnel regarding the procedures and the potential side effects, such as cytokine release syndrome and neurologic toxicities, in compliance with the Risk Evaluation and Mitigation Strategy program required by [removed: FDA;][added: the U.S. Food and Drug Administration (“FDA”);]

[removed: In] [added: For example, in] January 2024, FDA [removed: determined that safety] [added: instituted a class] labeling [removed: issues were needed] [added: change] for [added: all] approved CAR T-cell therapies, including a “boxed warning” about the possible risk of [added: secondary] T-cell malignancies in patients treated with CAR T-cell therapy.

For challenges related to the reimbursement of Yescarta and Tecartus, see also [removed: “Our] [added: “Our] existing products are subject to reimbursement pressures from government agencies and other third parties, required rebates and discounts, and other pricing pressures.”

If we are unable to launch commercially successful new products or new indications for existing products, [added: including approval for earlier lines of therapy,] our business will be adversely impacted.

We expend significant time and resources on our product pipeline [added: as well as on preparations for potential commercial launch] without any assurance that we will recoup our investments or that our efforts will be commercially successful.

We may be unable to accurately predict demand for our [removed: products, including the uptake of new products,] [added: products] as demand depends on a number of factors.

We sell and distribute most of our products in the U.S. exclusively through the [removed: wholesale] [added: wholesaler/distributor] channel.

[removed: For the year ended December 31, 2023,] [added: Historically,] approximately [removed: 91%] [added: 90%] of our product sales in the U.S. [removed: were] [added: have been] to three wholesalers, [removed: Cencora, Inc. (formerly known as AmerisourceBergen Corporation),] Cardinal Health, [removed: Inc.] [added: Inc., Cencora, Inc.,] and McKesson [removed: Corporation.][added: Corporation, and their specialty distributor affiliates.]

The U.S. wholesalers [added: and distributors] with whom we have entered into inventory management agreements make estimates to determine end-user demand and may not be accurate in matching their inventory levels to actual end-user demand.

As a result, changes in inventory levels held by those wholesalers [added: and distributors] can cause our operating results to fluctuate unexpectedly if our sales to these wholesalers [added: and distributors] do not match end-user demand.

In addition, inventory is held at retail [added: and specialty] pharmacies and other [removed: non-wholesaler] [added: non-wholesaler/distributor] locations with whom we have no inventory management agreements and no control over buying patterns.

Adverse changes in economic conditions, increased competition or other factors may cause retail [added: and specialty] pharmacies to reduce their inventories of our products, which would reduce their orders from wholesalers [added: and distributors] and, consequently, the wholesalers’ [added: and distributors’] orders from us, even if end-user demand has not changed.

In addition, we have observed that strong [removed: wholesaler] [added: wholesaler/distributor] and [removed: sub-wholesaler] [added: sub-wholesaler/distributor] purchases of our products in the second half of the year typically results in inventory draw-down by [removed: wholesalers] [added: wholesalers/distributors] and [removed: sub-wholesalers] [added: sub-wholesalers/distributors] in the subsequent first quarter.

[removed: In] [added: For example, in] January 2024, FDA authorized Florida’s proposed program to import prescription drugs from Canada, [removed: although] [added: and U.S. sales may be adversely affected if] Florida [removed: must meet certain] [added: meets the] additional requirements [removed: before it can begin shipments of prescription drugs into the U.S. from Canada.][added: set by FDA in its authorization.]

- U.S. Congress has enacted the Inflation Reduction Act of 2022 (the [removed: “Act”),] [added: “IRA”),] which, among other changes, (1) requires the Department of Health and Human Services to “negotiate” Medicare prices for certain drugs (starting with 10 drugs in 2026, adding 15 drugs in 2027 and 2028, and adding 20 drugs in 2029 and subsequent years), [added: which could also affect the Medicaid rebate obligations and the ceiling prices charged to covered entities under Section 340B of the Public Health Service Act (“340B”) if such prices are lower than the Medicaid Best Price;] (2) imposes an inflation-based rebate on Medicare Part B utilization starting in 2023 and Part D utilization beginning October 1, [removed: 2022,] [added: 2022;] and (3) restructures the Medicare Part D benefit to cap out-of-pocket expenses for Part D beneficiaries beginning in 2024 and, effective January 1, 2025, increases Part D plans’ contributions in the catastrophic coverage phase and increases manufacturers’ discount contributions across coverage phases such that manufacturers must pay a 10% discount in the initial coverage phase and a 20% discount in the catastrophic phase on drugs utilized by all Part D beneficiaries, including low income subsidy patients.

We continue to evaluate the potential impact of the [removed: Act] [added: IRA] on our business.

[added: The] Centers for Medicare [removed: &] [added: and] Medicaid Services (“CMS”) has issued a number of guidance documents, but it remains unclear how certain provisions [added: of the IRA] will be implemented.

Additional guidance, legislation or rulemaking may be issued that could [removed: reflect] [added: change] the [removed: government’s evolving views.][added: scope or implementation of the IRA.]

In addition, multiple manufacturers and trade organizations have challenged the Medicare “negotiation” provisions of the [removed: Act,] [added: IRA,] and additional legal challenges may be filed in the future.

While the full impact of the [removed: Act] [added: IRA] on our business and the pharmaceutical industry remains uncertain at this time, we anticipate that the [removed: Act] [added: IRA] will increase our payment obligations under the redesigned Part D discount program, limit the prices we can charge for our products, and increase the rebates we must provide government programs for our products, thereby reducing our profitability and negatively impacting our financial results.

For example, in August 2023, the Colorado Prescription Drug Affordability Review Board [added: (“PDAB”)] selected Genvoya for an affordability review, and [removed: it is possible the board may designate an upper limit on the amount certain purchasers and payors can pay for Genvoya.][added: subsequently determined that Genvoya was not unaffordable.]

A substantial portion of our product sales is subject to significant discounts from list price, including rebates that we may be required to pay state Medicaid agencies and discounts provided to covered entities under [removed: Section 340B of the Public Health Service Act (“340B”).][added: 340B.]

[removed: These] [added: Some of these] manufacturers are [removed: currently] challenging HHS’ position in [removed: ongoing] litigation.

Certain states have also enacted laws requiring manufacturers to provide 340B pricing through contract pharmacy [removed: arrangements;] [added: arrangements, and additional states may adopt similar laws;] we believe these laws, which are being challenged in ongoing litigation, are [removed: invalid.][added: invalid but we have carved out covered entities in certain states from our integrity initiative while litigation challenging these laws proceeds.]

In addition, standard reimbursement structures [removed: may] [added: do] not [added: always] adequately reimburse for innovative therapies.

[removed: In] [added: For example, in] January 2024, we announced that our Phase 3 EVOKE-01 study evaluating sacituzumab govitecan-hziy did not meet its primary endpoint of overall survival in previously treated metastatic non-small cell lung cancer [removed: (“NSCLC”).][added: (“NSCLC”), which resulted in us recording an impairment charge during the three months ended March 31, 2024.]

In addition, [removed: in February 2024, we announced a full clinical hold placed by FDA on all] [added: following results and data from several] magrolimab studies [added: as well as corresponding FDA clinical holds, we announced] in [removed: myelodysplastic syndromes and acute myeloid leukemia, and] [added: February 2024] that we [removed: will] [added: would] not pursue further development of magrolimab in hematologic cancers.

[removed: In addition,] [added: For example,] in January 2024, we announced with our partner Arcus Biosciences, Inc. (“Arcus”) the discontinuation of further enrollment in the Phase 3 ARC-10 study evaluating domvanalimab plus zimberelimab in first-line locally advanced or metastatic, PD-L1-high NSCLC based on strategic prioritization to advance and potentially accelerate other Phase 3 studies in our collaboration with Arcus.

Therefore, our product candidates may never be successfully commercialized, and we may be unable to recoup the significant [removed: R&D and] [added: R&D,] clinical [removed: trial] [added: trial, acquisition-related and other] expenses incurred.

We rely on [removed: independent] third-party contract research organizations (“CROs”) to perform most of our clinical studies, including document preparation, site identification, screening and preparation, pre-study visits, training, program management, patient enrollment, ongoing monitoring, site management and bioanalysis.

Many important aspects of the services performed for us by the CROs are [removed: out of] [added: not within] our direct control.

If there is any dispute or disruption in our [removed: relationship] [added: relationships] with our CROs, [added: including as a result of legislative or regulatory actions,] our clinical trials [added: and regulatory submissions] may be [removed: delayed.][added: delayed and our costs may increase.]

Moreover, in our regulatory submissions, we rely on the quality and validity of the clinical work performed by [removed: third-party] [added: our] CROs.

If any of [removed: our CROs’] [added: their] processes, methodologies or results were determined to be invalid or inadequate, our own clinical data and results and related regulatory approvals may be adversely affected.

Our products, which are manufactured at our own facilities or by third-party [removed: manufacturers] [added: contract manufacturing organizations (“CMOs”)] and corporate partners, are the result of complex, highly regulated manufacturing processes.

We depend on [removed: third-party manufacturers] [added: CMOs] and corporate partners to perform manufacturing activities effectively and on a timely basis for the majority of our active pharmaceutical ingredients and drug products.

We and our [removed: third-party manufacturers] [added: CMOs] and corporate partners are subject to [added: current] Good Manufacturing Practices [removed: (“GMP”),] [added: (“cGMP”),] which are extensive regulations governing manufacturing processes, stability testing, [removed: record keeping] [added: recordkeeping] and quality standards as defined by FDA and European Medicines Agency (“EMA”), as well as comparable regulations in other jurisdictions.

Moreover, some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past, and instead reflect our beliefs and opinions as to the factors, events or contingencies that could materially and adversely affect us in the future.*

Such failures have had, and may have in the future, a negative impact on our business and financial results, including as a result of our inability to recover R&D, clinical trial, acquisition-related and other expenses incurred in connection with the development of and launch preparations for our product candidates.

For example, we enter into commitments to purchase materials and supplies in anticipation of the potential manufacture and sale of new product candidates, and in the event the development, approval or launch of these product candidates is delayed or otherwise unsuccessful, we may experience excess inventory that needs to be written down, losses on firm commitments to purchase inventory, or other costs and expenses resulting from such commitments.

Additionally, uptake of new products may not materialize as expected, or at all in the case of unsuccessful product candidates.

Although none of our products were selected by the Department of Health and Human Services for “negotiation” in 2026 or 2027, there is no assurance that our products will not be selected in the future.

Additional state PDABs have or may in the future undertake similar affordability reviews of our products.

A finding that one of our products is unaffordable could lead to legislative action to designate an upper limit on the amount certain purchasers and payors can pay for our products.

In September 2024, we decided to discontinue our clinical development program in NSCLC for the second-line indication, resulting in us recording an impairment charge during the three months ended September 30, 2024 (for more information, see Note 9.

In May 2024, we provided an update that (i) our Phase 3 TROPiCs-04 study did not meet its primary endpoint, which was a confirmatory study required in connection with the accelerated approval of sacituzumab govitecan-hziy for treatment of metastatic urothelial cancer, and (ii) there was a higher number of deaths due to adverse events with sacituzumab govitecan-hziy compared to treatment of physician’s choice.

Additionally, products and indications approved under accelerated approval pathways may be subject to withdrawal where confirmatory studies are unsuccessful.

In October 2024, we announced plans to voluntarily withdraw the U.S. accelerated approval for Trodelvy (sacituzumab govitecan-hziy; SG) for treatment of adult patients with locally advanced or metastatic urothelial cancer who have previously received a platinum-containing chemotherapy and either programmed death receptor-1 (PD-1) or programmed death-ligand 1 (PD-L1) inhibitor.

There can be no assurance that we will be able to remedy any deficiencies cited by FDA or other regulatory agencies in their inspections.

Additionally, recently proposed legislation in the U.S., such as the BIOSECURE Act (which, among other things, could prohibit U.S. executive agencies from contracting with, or expending loans or granting funds to, companies that use biotechnology equipment or services for certain activities from certain foreign-owned entities), has the potential to adversely impact our ability to receive equipment or services from such entities, including certain of which we use in connection with our clinical trials and our clinical and commercial manufacturing, which could increase the cost or limit the supply of material available to us, delay the procurement or supply of such material, delay or impact clinical trials and regulatory submissions, delay the launch of commercial products and adversely affect our financial condition and business prospects.

Despite our training and compliance program, our internal control policies and procedures may not protect us from unlawful acts committed by our employees or agents.

Our success depends to a significant degree on our ability to obtain patents and licenses to patent rights, enforce our patents and defend against infringement of our patents and efforts to invalidate them, operate without infringing on the intellectual property of others, and preserve trade secrets and internal know-how.

Our pending patent applications and the patent applications filed by our collaborative partners may not be able to prevent third parties from developing compounds or products that are closely related to those which we have developed or are developing.

In addition, certain countries do not provide effective mechanisms for enforcement of our patents, and third-party manufacturers may be able to sell generic versions of our products in those countries.

Patent term extensions may be available for products we are developing, but we cannot be certain we will obtain them.

Further, incentives and exclusivities relating to our products and product candidates may change in the future.

We are aware that several countries are considering changes to support sharing how to make and use new inventions that could impact the current patent systems and protections for innovation.

Any such changes could also impact the voluntary licensing patent programs that we establish for our products to support access to medicines.

For example, over 80 countries committed to the United Nations COP26 Health Programme’s initiatives on climate resilient and low carbon sustainable health systems.

As such, there is an increasing expectation for the health sector to implement commitments to decarbonize and achieve net zero emissions by 2050, and we may be required to incur material costs in order to do so.

Failure to sufficiently decarbonize or comply with climate-related requirements may threaten our ability to operate in certain geographies and negatively affect our business.

At the same time, we may also face negative impacts from stakeholders who do not support climate-related initiatives or concerns.

Regulatory efforts, both internationally and in the U.S., are evolving, including the international alignment of such efforts, and we cannot determine what final regulations will be enacted, modified or reversed or what their ultimate impact on our business will be.

In addition, regulatory authorities have begun to impose mandatory disclosure requirements with respect to ESG matters, such as regulations proposed or adopted by federal agencies related to climate-related disclosures, claims, practices or initiatives, the EU’s Corporate Sustainability Reporting Directive, and California’s Climate-Related Financial Risk Act and the Climate Corporate Data Accountability Act.

Investor and other stakeholder expectations and standards for ESG practices are varied and evolving, and may be inconsistent with our ESG practices.

We are dependent upon information technology systems, infrastructure and data.

For example, our Kite Konnect platform is critical to maintain chain of identity and chain of custody for our cell therapies.

Recent developments in the threat landscape include the use of increasingly sophisticated and evolving artificial intelligence and machine learning tools.

Regulators globally are also imposing data privacy and security requirements, such as EU’s General Data Protection Regulation (“GDPR”) and other domestic data privacy and security laws, such as the California Consumer Privacy Act and the California Privacy Rights Act.

We have in the past and may in the future need to recognize impairment charges related to the products, intellectual property and technologies that are acquired or licensed as a result of such testing.

For example, we recorded partial impairment charges during the three months ended March 31, 2024 in connection with our Phase 3 EVOKE-01 study evaluating sacituzumab govitecan-hziy and during the three months ended September 30, 2024 following the strategic decision to discontinue our clinical development program in metastatic NSCLC for Trodelvy in the second-line indication (for more information, see Note 9.

Goodwill and Intangible Assets of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K).

We also continue to monitor the progression of our in-process research and development assets related to sacituzumab govitecan-hziy for non-small cell lung cancer and bulevirtide for chronic hepatitis D virus for treatment primarily in the U.S. and may need to evaluate these items for impairment prior to the fourth quarter if there are any events or circumstances in our ongoing development activities indicating it is more like than not that these assets might be impaired.

During the year ended December 31, 2023, sales of our HIV products accounted for approximately 67% of our total product sales.

Veklury

We face risks related to our supply and sale of Veklury, which was approved by U.S. Food and Drug Administration (“FDA”) as a treatment for patients with coronavirus disease 2019 (“COVID-19”).

In May 2023, the World Health Organization declared the end of COVID-19 as a public health emergency of international concern.

Future sales of Veklury in the short- and long-term remain uncertain.

While FDA has approved some cell therapies, including Yescarta and Tecartus, we must continue to demonstrate to the medical community the potential advantages of cell therapy compared to existing and future therapeutics.

In November 2023, FDA announced that it is investigating the risk of T-cell malignancies in patients who received treatment with CAR T-cell therapy, noting that the overall benefits of CAR T-cell therapy products continue to outweigh their potential risks for their approved uses.

Additionally, FDA requested continued monitoring and reporting of cases of secondary cancers.

Product Reimbursements

For example, in September 2020, FDA issued a final rule implementing a pathway for the importation of certain prescription drugs from Canada.

The list of the specific prescription drugs that Florida intends to import has not been made public.

Product Pricing, Discounts and Rebates

U.S. sales could also be affected if FDA permits importation of drugs from Canada.

We believe that this represents an indicator of potential impairment in the first quarter of 2024, which could result in us being required to record an impairment charge during the three months ended March 31, 2024.

Any such impairment charge, which we are unable to reasonably estimate at this time, could have a material impact on our results of operations (for more information, see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations “Results of Operations - In-Process Research and Development Impairments”).

For example, in February 2024, we announced a full clinical hold placed by FDA on all magrolimab studies in myelodysplastic syndromes and acute myeloid leukemia, and based on these results and data from other clinical studies, we will not pursue further development of magrolimab in hematologic cancers.

We may face manufacturing difficulties, delays or interruptions, including at our third-party manufacturers and corporate partners.

For example, see Note 10.

In addition, manufacturing issues may cause delays in our clinical trials and applications for regulatory approval.

For example, if we are unable to remedy any deficiencies cited by FDA or other regulatory agencies in their inspections, our existing products and the timing of regulatory approval of product candidates in development could be adversely affected.

Manufacturers are subject to regular periodic inspections by regulatory authorities following initial approval.

If the manufacturing operations of any of the single suppliers for our products are suspended, we may be unable to generate sufficient quantities of commercial or clinical supplies of product to meet market demand.

In addition, if deliveries of materials from our suppliers are interrupted for any reason, including as a result of natural disasters or extreme weather conditions, we may be unable to ship certain of our products for commercial supply or to supply our product candidates in development for clinical trials.

Problems with any of the single suppliers or facilities we depend on, including in the event of a disaster, such as an earthquake, flood or fire, equipment failure or other difficulty, may negatively impact our development and commercialization efforts.

A significant portion of the raw materials and intermediates used to manufacture our antiviral products are supplied by third-party manufacturers and corporate partners outside of the U.S. As a result, any political or economic factors in a specific country or region, including any changes in or interpretations of trade regulations, compliance requirements or tax legislation, that would limit or prevent third parties outside of the U.S. from supplying these materials could adversely affect our ability to manufacture and supply our antiviral products to meet market needs and have a material and adverse effect on our operating results.

If we were to encounter any of these difficulties, our ability to conduct clinical trials on product candidates and to manufacture and sell our products could be impaired.

We are subject to risks if significant safety issues arise for our marketed products or our product candidates.

Our success depends to a significant degree on our ability to:

- 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.

- Foreign Currency Exchange: For the year ended December 31, 2023, approximately 26% of our product sales were denominated in foreign currencies.

For example, our facility in Cork, Ireland, where we conduct commercial manufacturing, packaging and labeling and perform quality control testing and final release of many of our products, temporarily suspended on-site operations as a result of the flooding caused by Storm Babet in October 2023.

Also, see risks under the headings “We may face manufacturing difficulties, delays or interruptions, including at our third-party manufacturers and corporate partners” and “We may not be able to obtain materials or supplies necessary to conduct clinical trials or to manufacture and sell our products, which could limit our ability to generate revenues.

In addition, regulatory authorities may impose mandatory disclosure requirements with respect to ESG matters.

For example, in March 2022, U.S. Securities and Exchange Commission (“SEC”) proposed rule changes that would require companies to make certain climate-related disclosures, including information about climate-related risks, greenhouse gas emissions and certain climate-related financial statement metrics.

Also, in October 2023, the California Governor signed the Climate-Related Financial Risk Act and the Climate Corporate Data Accountability Act into law, which impose significant and mandatory climate-related reporting requirements for large companies doing business in the state.

We are dependent upon information technology systems, infrastructure and data, including our Kite Konnect platform, which is critical to maintain chain of identity and chain of custody of Yescarta and Tecartus.

Additional information related to the comparison of our results of operations [added: and liquidity and capital resources] between the years [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] is included in Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of our [removed: 2022 [Form 10-K](http://www.sec.gov/ix?doc=/Archives/edgar/data/882095/000088209522000007/gild-20211231.htm)] [added: 2023 Form 10-K] filed with U.S. Securities and Exchange Commission.

We are committed to advancing innovative medicines to prevent and treat life-threatening diseases, including HIV, viral hepatitis, coronavirus disease 2019 [removed: (“COVID-19”)] [added: (“COVID-19”), cancer] and [removed: cancer.][added: inflammation.]

[removed: Other][added: | Other | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| (in millions, except percentages and per share amounts) | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| Total revenues | | | | | | $ | [removed: 27,116] [added: 28,754] | | | | | $ | [removed: 27,281] [added: 27,116] | | | | | [removed: *(1)*] [added: *6*] | | *%* |

| Net income attributable to Gilead | | | | | | $ | [removed: 5,665] [added: 480] | | | | | $ | [removed: 4,592] [added: 5,665] | | | | | [removed: *23*] [added: *(92)*] | | *%* |

| Diluted earnings per share attributable to Gilead | | | | | | $ | [removed: 4.50] [added: 0.38] | | | | | $ | [removed: 3.64] [added: 4.50] | | | | | [removed: *24*] [added: *(92)*] | | *%* |

Total revenues [removed: decreased 1%] [added: increased 6%] to [removed: $27.1] [added: $28.8] billion in [removed: 2023,] [added: 2024,] compared to [removed: 2022, driven by lower Veklury sales, largely offset by] [added: 2023, primarily due to] higher [removed: HIV and] [added: sales in HIV,] Oncology [removed: sales.][added: and Liver Disease, partially offset by lower sales of Veklury.]

Net income attributable to Gilead was [removed: $5.7 billion] [added: $480 million] and diluted earnings per share attributable to Gilead was [removed: $4.50] [added: $0.38] in [removed: 2023,] [added: 2024,] compared to [removed: $4.6] [added: net income attributable to Gilead of $5.7] billion and [removed: $3.64] [added: $4.50] diluted earnings per share attributable to Gilead in [removed: 2022.][added: 2023.]

The following table summarizes [removed: the period-over-period changes in] our Total [removed: revenues:][added: revenues and period-over-period changes:]

| | | | | | | Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (in [removed: millions, except percentages)] [added: millions)] | | | | | | U.S. | | | | | | Europe | | | | | | [removed: Other International] [added: Rest of World] | | | | | | Total | | | | | | U.S. | | | | | | Europe | | | | | | [removed: Other International] [added: Rest of World] | | | | | | Total | | | | | | Change | | |

| [removed: Product sales:] [added: Product sales:] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: *Cell Therapy*] [added: Total Cell Therapy] | | | | | | [removed: *1,055*] [added: 896] | | | | | | [removed: *658*] [added: 804] | | | | | | [removed: *156*] [added: 274] | | | | | | [removed: *1,869*] [added: 1,973] | | | | | | [removed: *968*] [added: 1,055] | | | | | | [removed: *430*] [added: 658] | | | | | | [removed: *60*] [added: 156] | | | | | | [removed: *1,459*] [added: 1,869] | | | | | | [removed: *28*] [added: *6*] | | *%* |

| [added: Total] Liver Disease | | | | | | [removed: 1,421] [added: 1,601] | | | | | | [removed: 511] [added: 545] | | | | | | [removed: 852] [added: 876] | | | | | | [removed: 2,784] [added: 3,021] | | | | | | [removed: 1,440] [added: 1,421] | | | | | | [removed: 525] [added: 511] | | | | | | [removed: 833] [added: 852] | | | | | | [removed: 2,798] [added: 2,784] | | | | | | [removed: *(1)*] [added: *9*] | | *%* |

| Total product sales | | | | | | [removed: 19,377] [added: 20,508] | | | | | | [removed: 4,197] [added: 4,576] | | | | | | [removed: 3,361] [added: 3,526] | | | | | | [removed: 26,934] [added: 28,610] | | | | | | [removed: 18,716] [added: 19,377] | | | | | | [removed: 4,342] [added: 4,197] | | | | | | [removed: 3,924] [added: 3,361] | | | | | | [removed: 26,982] [added: 26,934] | | | | | | [removed: *—*] [added: *6*] | | *%* |

| [removed: Royalty,] [added: Royalty,] contract and other [removed: revenues] [added: revenues] | | | | | | [removed: 62] [added: 82] | | | | | | [removed: 114] [added: 58] | | | | | | [removed: 7] [added: 4] | | | | | | [removed: 182] [added: 144] | | | | | | [removed: 168] [added: 62] | | | | | | [removed: 127] [added: 114] | | | | | | [removed: 4] [added: 7] | | | | | | [removed: 299] [added: 182] | | | | | | [removed: *(39)*] [added: *(21)*] | | *%* |

| Total revenues | | | | | | $ | [removed: 19,438] [added: 20,591] | | | | | $ | [removed: 4,310] [added: 4,634] | | | | | $ | [removed: 3,368] [added: 3,529] | | | | | $ | [removed: 27,116] [added: 28,754] | | | | | $ | [removed: 18,884] [added: 19,438] | | | | | $ | [removed: 4,469] [added: 4,310] | | | | | $ | [removed: 3,928] [added: 3,368] | | | | | $ | [removed: 27,281] [added: 27,116] | | | | | [removed: *(1)*] [added: *6*] | | *%* |

See Note [removed: 2.][added: 6.]

[removed: Revenues] [added: Collaborations and Other Arrangements] of the Notes to Consolidated Financial Statements included in [added: Part II,] Item 8 of this Annual Report on Form [removed: 10-K for further disaggregation of revenue by product.][added: 10-K.]

The following table summarizes [removed: the period-over-period changes in] our [removed: HIV product sales:][added: costs and expenses and period-over-period changes:]

| Descovy | | | | | | [removed: 1,771] [added: 1,902] | | | | | | 100 | | | | | | [removed: 114] [added: 110] | | | | | | [removed: 1,985] [added: 2,113] | | | | | | [removed: 1,631] [added: 1,771] | | | | | | [removed: 118] [added: 100] | | | | | | [removed: 123] [added: 114] | | | | | | [removed: 1,872] [added: 1,985] | | | | | | *6* | | *%* |

| Genvoya | | | | | | [removed: 1,752] [added: 1,498] | | | | | | [removed: 205] [added: 180] | | | | | | [removed: 103] [added: 84] | | | | | | [removed: 2,060] [added: 1,762] | | | | | | [removed: 1,983] [added: 1,752] | | | | | | [removed: 284] [added: 205] | | | | | | [removed: 136] [added: 103] | | | | | | [removed: 2,404] [added: 2,060] | | | | | | *(14)* | | *%* |

| Odefsey | | | | | | [removed: 1,012] [added: 957] | | | | | | [removed: 294] [added: 290] | | | | | | [removed: 44] [added: 41] | | | | | | [removed: 1,350] [added: 1,288] | | | | | | [removed: 1,058] [added: 1,012] | | | | | | [removed: 364] [added: 294] | | | | | | [removed: 47] [added: 44] | | | | | | [removed: 1,469] [added: 1,350] | | | | | | [removed: *(8)*] [added: *(5)*] | | *%* |

| [removed: Revenue share] [added: Symtuza] - [removed: Symtuza(1)] [added: Revenue share(1)] | | | | | | [removed: 382] [added: 450] | | | | | | [removed: 133] [added: 130] | | | | | | [removed: 13] [added: 12] | | | | | | [removed: 529] [added: 592] | | | | | | [removed: 348] [added: 382] | | | | | | [removed: 168] [added: 133] | | | | | | [removed: 14] [added: 13] | | | | | | [removed: 530] [added: 529] | | | | | | [removed: *—*] [added: *12*] | | *%* |

| [removed: Other HIV(2)] [added: HIV] | | | | | | [removed: 37] | | | | | | [removed: 12] | | | | | | [removed: 7] | | | | | | [removed: 56] | | | | | | [removed: 15] | | | | | | [removed: 24] | | | | | | [removed: 17] | | | | | | [removed: 57] | | | | | | [removed: *(1)*] | | [removed: *%*] |

| Total HIV | | | | | | [removed: $] [added: 15,918] | [removed: 14,848] | | | | | [removed: $] [added: 2,339] | [removed: 2,102] | | | | | [removed: $] [added: 1,355] | [removed: 1,226] | | | | | [removed: $] [added: 19,612] | [removed: 18,175] | | | | | [removed: $] [added: 14,848] | [removed: 13,820] | | | | | [removed: $] [added: 2,102] | [removed: 2,219] | | | | | [removed: $] [added: 1,226] | [removed: 1,155] | | | | | [removed: $] [added: 18,175] | [removed: 17,194] | | | | | [removed: *6*] [added: *8*] | | *%* |

[removed: Collaborations] [added: Debt] and [removed: Other Arrangements] [added: Credit Facilities] of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for additional [removed: information.][added: information on our long-term debt and related interest rates.]

(2) Includes Atripla, [added: Complera/Eviplera,] Emtriva, [removed: Sunlenca] [added: Stribild, Sunlenca, Truvada] and Tybost.

HIV product sales increased [removed: 6%] [added: 8%] to [removed: $18.2] [added: $19.6] billion in [removed: 2023,] [added: 2024,] compared to [removed: 2022,] [added: 2023,] primarily due to higher demand [removed: across treatment] and [removed: prevention, in addition to] higher average realized [removed: price and favorable channel inventory dynamics.][added: price.]

[removed: In particular,] [added: -] Biktarvy sales increased primarily [removed: reflecting] [added: due to] higher demand, including patients switching from [added: Genvoya and] other Gilead HIV [removed: products, as well as higher average realized price.][added: products.]

Cell Therapy product sales increased [removed: 28%] [added: 6%] to [removed: $1.9] [added: $2.0] billion in [removed: 2023,] [added: 2024,] compared to [removed: 2022,] [added: 2023,] primarily due to increased [removed: Yescarta] demand [removed: for] [added: outside] the [removed: treatment of R/R LBCL] [added: U.S. for Yescarta] and [removed: increased] Tecartus [added: and higher average realized price, partially offset by lower] demand [removed: for] [added: in] the [removed: treatment of R/R adult acute lymphoblastic leukemia and R/R mantle cell lymphoma.][added: U.S.]

Trodelvy product sales increased [removed: 56%] [added: 24%] to [removed: $1.1] [added: $1.3] billion in [removed: 2023,] [added: 2024,] compared to [removed: 2022,] [added: 2023,] primarily due to higher demand [removed: in new and existing geographies.][added: across all regions.]

Veklury product sales decreased [removed: 44%] [added: 18%] to [removed: $2.2] [added: $1.8] billion in [removed: 2023,] [added: 2024,] compared to [removed: 2022,] [added: 2023,] primarily due to [removed: lower demand driven by lower] [added: decreased] rates of [removed: COVID-19 related hospitalizations in all regions.][added: COVID-19-related hospitalizations.]

Our gross-to-net deductions totaled [removed: $16.4] [added: $17.8] billion, or [removed: 38%] [added: 38%,] of gross product sales in [removed: 2023,] [added: 2024,] compared to [removed: $14.6] [added: $16.4] billion, or [removed: 35%] [added: 38%,] of gross product sales in [removed: 2022.][added: 2023.]

Of the $16.4 billion in 2023, $14.3 [removed: billion] [added: billion,] or [removed: 33%] [added: 33%,] of gross product sales was related to rebates and chargebacks, [added: and] $2.2 [removed: billion] [added: billion,] or [removed: 5%] [added: 5%,] was [removed: primarily] related to [removed: patient co-pay assistance, cash discounts for prompt payment, distributor fees, and sales return provisions.][added: other gross-to-net deductions.]

Approximately [removed: 26%] [added: 27%] and [removed: 29%] [added: 26%] of our product sales were denominated in foreign currencies during [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

Foreign currency exchange, net of hedges, had an unfavorable impact on our total product sales of [removed: $224] [added: $163] million in [removed: 2023,] [added: 2024,] based on a comparison using foreign currency exchange rates from [removed: 2022.][added: 2023.]

The following table summarizes [removed: the period-over-period changes in] our [removed: costs] [added: Selling, general] and [removed: expenses:][added: administrative expenses and period-over-period changes:]

Our strategic ambitions are to (i) bring 10+ transformative therapies to patients by 2030 (tracking since 2020); (ii) be a biotech employer and partner of choice; and (iii) deliver shareholder value in a sustainable and responsible manner.

Our strategic priorities to deliver on these ambitions include: (i) maximize near-term revenue growth; (ii) maximize impact of long-acting HIV therapies; and (iii) expand and deliver on oncology programs.

Year in Review

During 2024, we delivered growth in our HIV, Oncology and Liver Disease product sales and continued to invest in our business and research and development (“R&D”) pipeline through advancement of our portfolio and broadening of available therapies, including through acquisitions and collaborations.

Meanwhile, we maintained our financial position through repayment of senior notes coming due and the issuance of new senior notes, and provided shareholder returns through dividends and share repurchases.

The following represents a summary of notable business updates and events during 2024, including certain items from our press releases, which readers are encouraged to review in full as available on our website at www.gilead.com.

- Completed the New Drug Application submissions to U.S. Food and Drug Administration (“FDA”) for twice-yearly lenacapavir for HIV prevention.

- Announced results of PURPOSE 2, the second Phase 3 study of twice-yearly lenacapavir for HIV prevention, with data presented at the HIV Research for Prevention Conference.

In the lenacapavir group, 99.9% of participants did not acquire HIV infection, with two incident cases among 2,179 participants.

Lenacapavir reduced HIV infections by 96% compared to background HIV incidence in cisgender men and gender-diverse people, and additionally demonstrated superiority to daily Truvada (89% relative risk reduction).

Lenacapavir was generally well-tolerated and no significant or new safety concerns were identified.

The use of lenacapavir for the prevention of HIV is investigational.

- Received Breakthrough Therapy Designation from FDA to Trodelvy for the treatment of adult patients with extensive-stage small cell lung cancer (“ES-SCLC”) whose disease has progressed on or after platinum-based chemotherapy.

The use of Trodelvy in ES-SCLC is investigational.

- Announced plans to voluntarily withdraw the U.S. accelerated approval of Trodelvy for use in pre-treated adult patients with locally advanced or metastatic urothelial cancer, following the results of the Phase 3 TROPiCS-04 trial announced in May 2024.

- Incurred partial impairment charges related to in-process research and development (“IPR&D”) assets acquired by Gilead from Immunomedics, Inc. in 2020 as a result of our evaluation of the Phase 3 EVOKE-01 study data and a strategic decision to discontinue our clinical development program in metastatic non-small cell lung cancer (“NSCLC”) for Trodelvy in the second-line indication (see further information in “Results of Operations; In-Process Research and Development Impairments” below).

- Received a positive opinion from the European Medicines Agency’s (“EMA”) Committee for Medicinal Products for Human Use recommending seladelpar for the treatment of primary biliary cholangitis (“PBC”) in combination with ursodeoxycholic acid (“UDCA”) in adults who have an inadequate response to UDCA alone, or as monotherapy in those unable to tolerate UDCA.

- Received accelerated approval from FDA for Livdelzi for the treatment of primary biliary cholangitis in combination with UDCA in adults who have had an inadequate response to UDCA, or as monotherapy in patients unable to tolerate UDCA.

- Entered into an amended license agreement featuring the buy-out of global seladelpar royalties from Janssen Pharmaceutica NV for $320 million.

- Completed the acquisition of CymaBay Therapeutics, Inc. (“CymaBay”) for $4.3 billion in total equity value, or $3.9 billion net cash paid, adding investigational candidate seladelpar for the treatment of primary biliary cholangitis to Gilead’s Liver Disease portfolio.

- Announced the appointment of Dietmar Berger, MD, PhD, as Chief Medical Officer effective January 2025.

The following table summarizes our key financial results for the year and period-over-period changes:

The decrease was primarily due to:

- A pre-tax IPR&D partial impairment charge of $4.2 billion related to Trodelvy IPR&D assets; and

- Higher acquired IPR&D expenses, primarily $3.8 billion related to the acquisition of CymaBay; partially offset by

- Higher product sales; and

- Lower income tax expense.

Please refer to “Results of Operations” below for further information on 2024 results.

Outlook

As we look to 2025, we expect to see continued increases in demand for our products overall, bolstered by the growth of our HIV business.

We look forward to the regulatory decisions for twice-yearly lenacapavir for HIV prevention in the U.S. under priority review as well as in the EU where we submitted a marketing authorization application in early 2025.

We anticipate that strong, demand-led volume growth in 2025 will be offset by: (i) the effects of the Inflation Reduction Act, which is expected to increase our payment obligations under the redesigned Medicare Part D discount program; (ii) an expected decrease in our Veklury product sales reflecting lower rates of COVID-19-related hospitalizations; and (iii) the impact of the U.S. dollar strengthening against major foreign currencies.

Our R&D portfolio includes over 100 pre-clinical and clinical-stage programs across our core therapeutic areas.

We plan to continue investing in our business and R&D pipeline both internally and externally through partnerships and select business development transactions.

For example, we entered into an agreement with LEO Pharma A/S in early 2025 to develop and commercialize their pre-clinical oral signal transducer and activator of transcription 6 programs for the potential treatment of inflammatory diseases.

In addition, as part of our overall investment approach to fund the advancement of our pipeline and commercialization of our products, we will continue to focus on disciplined operating expense management.

Our ability to deliver on our strategy and 2025 objectives is subject to a number of uncertainties.

Please refer to Part I, Item 1A.

Risk Factors of this Annual Report on Form 10-K for a listing of risk factors that could materially and adversely affect our results of operations and financial condition.

| Biktarvy | | | | | | $ | 10,855 | | | | | $ | 1,509 | | | | | $ | 1,060 | | | | | $ | 13,423 | | | | | $ | 9,692 | | | | | $ | 1,253 | | | | | $ | 905 | | | | | $ | 11,850 | | | | | *13* | | *%* |

During 2023, we continued to advance our portfolio and broaden available therapies while delivering continued growth in our HIV and Oncology product sales.

In terms of capital resources, we continued to invest in our business and research and development (“R&D”) pipeline through acquisitions and collaborations.

We also continued to provide shareholder returns through dividends and share repurchases.

Key Business Updates

The following updates are based on press releases issued since our last annual report.

Readers are encouraged to review all press releases available on our website at www.gilead.com.

- Announced that the Phase 3 OAKTREE trial of obeldesivir in non-hospitalized participants without risk factors for developing severe COVID-19 did not meet its primary endpoint of improvement in time to symptom alleviation.

Obeldesivir was well-tolerated in this large study population.

- Received U.S. Food and Drug Administration (“FDA”) and European Commission (“EC”) approval to extend the use of Veklury to treat COVID-19 in appropriate patients with mild to severe hepatic impairment as well as people with severe renal impairment, including those on dialysis.

- Announced a collaboration with Assembly Biosciences, Inc. (“Assembly”) to advance the research and development of novel antiviral therapies, including for herpesviruses, chronic hepatitis B virus (“HBV”) and chronic hepatitis delta virus (“HDV”).

- Received full marketing authorization from EC for Hepcludex (bulevirtide) for the treatment of adults with HDV and compensated liver disease.

Hepcludex was initially granted conditional marketing authorization in July 2020.

Bulevirtide remains the only approved treatment for HDV in the European Union (“EU”) and is not approved in the U.S.

- Announced a full clinical hold placed by FDA on all magrolimab studies in myelodysplastic syndromes and acute myeloid leukemia, and that we will not pursue further development of magrolimab in hematologic cancers.

- Announced that the Phase 3 EVOKE-01 study of Trodelvy versus docetaxel in previously treated metastatic non-small cell lung cancer did not meet its primary endpoint of overall survival.

While not statistically powered, we observed an encouraging trend in a subgroup of patients non-responsive to prior anti-PD-(L)1 immunotherapy, that we may potentially explore further.

- Received FDA approval of Yescarta’s label update to include overall survival data from the Phase 3 ZUMA-7 study, which showed a statistically significant overall survival improvement for Yescarta in second-line relapsed or refractory (“R/R”) large B-cell lymphoma (“LBCL”) versus standard of care.

- Received FDA approval of a manufacturing process change resulting in reduced median turnaround time for Yescarta in the U.S. to an anticipated 14 days (from 16 days previously).

- Entered into a strategic collaboration with Arcellx, Inc. (“Arcellx”) to co-develop and co-commercialize CART-ddBCMA, a late-stage clinical asset in development for the treatment of patients with relapsed or refractory multiple myeloma, and later announced expansion of the Arcellx collaboration to include exercising an option for the ARC-SparX ACLX-001 program in multiple myeloma, expanding the scope of the existing anito-cel collaboration to include lymphomas, and a further equity investment.

- Announced an exclusive license agreement with Compugen Ltd. (“Compugen”) for later-stage development and commercialization of novel pre-clinical anti-IL18 binding protein antibodies, including COM503, that have the potential to treat various tumor types.

- Announced a collaboration with Tentarix Biotherapeutics Inc. (“Tentarix”) to discover and develop novel therapies across oncology and inflammation, using Tentarix’s proprietary Tentacles platform.

- Received EC approval for Trodelvy as monotherapy for the treatment of adult patients with unresectable or metastatic hormone receptor-positive, human epidermal growth factor receptor 2-negative (“HR+/HER2-”) breast cancer who have received endocrine-based therapy, and at least two additional systemic therapies in the advanced setting.

- Announced, through Fosun Kite Biotechnology Co., Ltd., a joint venture between us and Shanghai Fosun Pharmaceutical (Group) Co., Ltd., the approval of axicabtagene ciloleucel (under the trade name Yikaida®) by the China National Medical Products Administration for the treatment of adult patients with R/R LBCL who failed first-line immunochemotherapy or relapsed within 12 months after first-line immunochemotherapy.

- Completed the transfer of Yescarta’s marketing authorization in Japan from Daiichi Sankyo Co., Ltd. to Gilead Sciences K.K.

- Announced the acquisition of XinThera, Inc. (“XinThera”), adding additional pipeline assets including rights to a portfolio of small molecule inhibitors targeting PARP1 for oncology as well as MK2 for inflammatory diseases.

- Completed the acquisition of Tmunity Therapeutics, Inc. (“Tmunity”), a clinical stage private biotech company, which provides preclinical and clinical programs.

This includes an “armored” CAR T technology platform that has the potential to be applied to a variety of CAR Ts to enhance anti-tumor activity, as well as rapid manufacturing processes.

- Received FDA approval of Trodelvy for the treatment of adult patients with unresectable locally advanced or metastatic HR+/HER2- breast cancer who have received endocrine-based therapy and at least two additional systemic therapies in the metastatic setting.

- Announced that we entered into a definitive agreement to acquire all of the outstanding common stock of CymaBay Therapeutics, Inc. (“CymaBay”) and its lead product candidate, seladelpar, which is an investigational treatment for primary biliary cholangitis.

- Announced an amendment expanding the collaboration agreement with Arcus Biosciences, Inc. (“Arcus”), including research programs in inflammatory diseases, an update to the domvanalimab collaboration program, and an additional equity investment.

- Exercised an option to license investigational targeted protein degrader molecule NX‑0479 (“GS-6791”) from Nurix Therapeutics, Inc. GS-6791 is a potent, selective, oral IRAK4 degrader with potential applications in the treatment of rheumatoid arthritis and other inflammatory diseases.

- Issued $2.0 billion aggregate principal amount of senior unsecured notes in a registered offering, comprised of $1.0 billion principal amount of 5.25% senior notes due in 2033 and $1.0 billion principal amount of 5.55% senior notes due in 2053, and repaid debt of $2.25 billion.

Key Financial Results

The increase was primarily due to lower in-process research and development (“IPR&D”) impairment expenses, lower net unrealized losses on equity investments and higher interest income, partially offset by higher costs of goods sold and operating expenses, and lower revenues.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| HIV | | | | | | $ | 14,848 | | | | | $ | 2,102 | | | | | $ | 1,226 | | | | | $ | 18,175 | | | | | $ | 13,820 | | | | | $ | 2,219 | | | | | $ | 1,155 | | | | | $ | 17,194 | | | | | *6* | | *%* |

| Oncology | | | | | | 1,833 | | | | | | 875 | | | | | | 224 | | | | | | 2,932 | | | | | | 1,494 | | | | | | 573 | | | | | | 73 | | | | | | 2,139 | | | | | | *37* | | *%* |

| *Trodelvy* | | | | | | *777* | | | | | | *217* | | | | | | *68* | | | | | | *1,063* | | | | | | *525* | | | | | | *143* | | | | | | *12* | | | | | | *680* | | | | | | *56* | | *%* |

| *HCV* *(1)* | | | | | | *1,002* | | | | | | *378* | | | | | | *386* | | | | | | *1,767* | | | | | | *1,005* | | | | | | *413* | | | | | | *392* | | | | | | *1,810* | | | | | | *(2)* | | *%* |

| *HBV / HDV* | | | | | | *418* | | | | | | *133* | | | | | | *466* | | | | | | *1,017* | | | | | | *435* | | | | | | *112* | | | | | | *441* | | | | | | *988* | | | | | | *3* | | *%* |

We are exposed to market risks that may result from changes in foreign currency exchange rates, interest rates and [removed: credit and] equity prices.

Approximately [removed: 26%] [added: 27%] of our product sales were denominated in foreign currencies during [removed: 2023.][added: 2024.]

As of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had open foreign currency forward contracts with notional amounts of [removed: $2.5] [added: $2.9] billion and [removed: $3.0] [added: $2.5] billion, respectively.

A hypothetical 10% adverse movement in foreign currency exchange rates compared with the U.S. dollar relative to exchange rates as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] would have resulted in a reduction in fair value of these contracts of approximately [removed: $328] [added: $364] million and [removed: $299] [added: $328] million, respectively, and if realized, would have negatively affected earnings over the remaining life of the contracts.

Interest Rate [removed: and Credit] Risk

[removed: With respect to our investment portfolio, we adhere] [added: We occasionally invest in available-for-sale debt securities, adhering] to [removed: an investment] [added: a] policy that requires us to limit [removed: amounts] invested [removed: in securities] [added: amounts] based on credit rating, maturity, industry group and investment type and issuer, except for securities issued by the U.S. government.

The fair value of [removed: our] [added: any] available-for-sale debt securities is subject to change as a result of potential changes in market interest rates.

[removed: We] [added: However, primarily due to the typically short-term nature of our portfolio, we] do not believe that [removed: the] future market [removed: risks] [added: risks, including a hypothetical 10% increase or decrease in interest rates] related to [removed: our securities will] [added: any securities, would] have a material adverse impact on our financial position, results of operations, or liquidity.

The current fair value of our debt portfolio and liability related to future royalties are [removed: $22.6] [added: $23.3] billion and [removed: $1.2] [added: $0.9] billion, respectively.

Additionally, we have a $2.5 billion five-year revolving credit facility that matures in June [removed: 2025.][added: 2029.]

Loans under our revolving credit facility bear interest at either (i) [removed: the] Term Secured Overnight Financing Rate plus the Applicable Percentage, [removed: or] (ii) the [added: Alternative Currency Term Rate plus the Applicable Percentage, or (iii) the] Base Rate plus the Applicable Percentage, each as defined in the revolving credit facility agreement.

There were no amounts outstanding under the revolving credit facility as of December 31, [removed: 2023.][added: 2024.]

The fair value of these equity securities was approximately [removed: $1.5] [added: $1.6] billion and [removed: $1.2] [added: $1.5] billion as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

A hypothetical 20% increase or decrease in the stock prices of these equity securities would have increased or decreased their fair value as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] by approximately [removed: $292] [added: $312] million and [removed: $239] [added: $292] million, respectively.

We may also enter into other transactions, such as interest rate derivative hedges, as needed.

Our portfolio of available-for-sale debt securities and our long-term borrowings are exposed to interest rate and credit risk.

The fair value of our portfolio of available-for-sale debt securities would not be significantly affected by either a 10% increase or decrease in interest rates primarily due to the short-term nature of the portfolio.

We are committed to advancing innovative medicines to prevent and treat life-threatening diseases, including HIV, viral hepatitis, coronavirus disease 2019 [removed: (“COVID-19”)] [added: (“COVID-19”), cancer] and [removed: cancer.][added: inflammation.]

[removed: HIV][added: *HIV*]

Odefsey is a single-tablet regimen of a fixed-dose combination of our antiretroviral medications, FTC and TAF, and rilpivirine marketed by Janssen [removed: Sciences Ireland Unlimited Company, one of the Janssen Pharmaceutical Companies] [added: Products, LP] of Johnson & Johnson [added: Innovative Medicine] (“Janssen”).

[removed: COVID-19][added: *COVID-19*]

- Trodelvy® (sacituzumab govitecan-hziy), an injection for intravenous use, is a Trop-2 directed antibody and topoisomerase inhibitor conjugate indicated for the treatment of adult patients with (i) unresectable locally advanced or metastatic triple-negative breast cancer (“TNBC”) who have received two or more prior systemic therapies, at least one of them for metastatic disease, [added: and] (ii) unresectable locally advanced or metastatic hormone receptor-positive, human epidermal growth factor receptor 2-negative (“HR+/HER2-”) breast cancer who have received endocrine-based therapy and at least two additional systemic therapies in the metastatic [removed: setting and (iii) locally advanced or metastatic urothelial cancer (“UC”) who have previously received a platinum-containing chemotherapy and either programmed death receptor-1 (“PD-1”) or programmed death-ligand 1 (“PD-L1”) inhibitor.(1)][added: setting.]

[removed: Revenue Share] [added: Royalty, Contract] and Other Revenues

We also generate revenues from other activities, including [removed: revenue share from combination products,] royalties for outbound licenses of our intellectual property and other payments received from our collaborations with third-party partners.

[added: (1)] For [removed: a description of] [added: additional information regarding] our collaborations with [removed: Janssen] [added: Merck, Arcellx] and [removed: other partners,] [added: Arcus,] see Note 7.

Our products are marketed through our commercial teams and/or in conjunction with third-party [added: wholesalers,] distributors and corporate partners.

During the year ended December 31, [removed: 2023,] [added: 2024,] approximately 91% of our product sales in the U.S. and approximately [removed: 66%] [added: 65%] of our total worldwide revenues were from three large wholesalers: [removed: Cencora, Inc. (formerly known as AmerisourceBergen Corporation),] Cardinal Health, [added: Inc., Cencora,] Inc. and McKesson [removed: Corporation.][added: Corporation, and their specialty distributor affiliates.]

Our product development efforts are focused primarily on viral diseases, [removed: oncology] [added: cancer] and inflammatory diseases.

In [removed: 2023,] [added: 2024,] we continued to invest in and advance our R&D pipeline across our therapeutic areas.

Product Candidates in [removed: Viral Diseases][added: Virology]

| Axicabtagene ciloleucel | | | | | | Axicabtagene ciloleucel, a CAR T-cell therapy, is being evaluated as (i) a second-line and later treatment for high-risk FL and (ii) a first-line treatment for [removed: high risk] [added: high-risk] LBCL. | | |

| Sacituzumab govitecan-hziy | | | | | | In breast cancer, sacituzumab govitecan-hziy is being evaluated as (i) a first-line treatment for PD-L1 negative metastatic TNBC and (ii) HR+/HER2- chemo-naive metastatic breast cancer. In collaboration with [removed: Merck Sharpe & Dohme LLC (“Merck”),(1)] [added: Merck,] it is also being evaluated in combination with Merck’s pembrolizumab as (i) a first-line treatment for PD-L1 positive metastatic TNBC and (ii) an adjuvant treatment for early TNBC. In lung and thoracic cancer, sacituzumab govitecan-hziy is being evaluated [removed: as a second- or third-line treatment for non-small cell lung cancer (“NSCLC”). It is also being evaluated] in combination with Merck’s pembrolizumab as a first-line treatment for PD-L1 positive [removed: NSCLC.] [added: non-small cell lung cancer (“NSCLC”).] In [removed: genitourinary cancer,] [added: gynecology,] sacituzumab govitecan-hziy is being evaluated as a second-line treatment for metastatic [removed: UC. FDA granted accelerated approval for Trodelvy in second-line metastatic UC in April 2021.] [added: endometrial cancer.] | | |

| Domvanalimab and zimberelimab | | | | | | In collaboration with Arcus Biosciences, Inc. [removed: (“Arcus”),(1)] [added: (“Arcus”)(1),] the combination of zimberelimab, an anti-PD-1 monoclonal antibody, and domvanalimab, an Fc-silent anti-TIGIT antibody, with chemotherapy is being evaluated as (i) a first-line treatment for NSCLC and (ii) a first-line treatment for upper gastrointestinal tract cancer. [removed: In collaboration with Arcus,(1) the combination of zimberelimab and domvanalimab is being evaluated as a first-line treatment for NSCLC. In January 2024, we announced discontinuation of further enrollment in this study.] | | |

In [removed: 2023,] [added: 2024,] we also received regulatory approvals or authorizations from FDA [removed: and European Commission (“EC”)] for new products and expanded indications of our products, including:

U.S. and [removed: European] [added: EU] Patent Expiration

We have a number of U.S. and foreign patents, patent applications and rights to patents related to our compounds, products and [removed: technology, but we cannot be certain that issued patents will be enforceable or provide adequate protection or that pending patent applications will result in issued patents.][added: technology.]

The following table shows the estimated expiration dates (including patent term extensions, supplementary protection certificates and/or pediatric exclusivity where granted) in the U.S. and the [removed: EU] [added: European Union (“EU”)] for the primary (typically compound) patents for our key product candidates as described above.

| Sacituzumab govitecan-hziy | | | | | | | | | 2028 | | | [removed: (2)] [added: (3)] | | | | | | | | | 2029 | | | | | |

| [removed: Zimberelimab(3)] [added: Zimberelimab(4)] | | | | | | | | | 2036 | | | | | | | | | | | | [removed: (2036)] [added: 2036] | | | [removed: (4)] | | |

| [removed: Domvanalimab(3)] [added: Domvanalimab(4)] | | | | | | | | | 2037 | | | | | | | | | | | | (2037) | | | [removed: (4)] [added: (5)] | | |

[removed: (2)] [added: (3)] Regulatory exclusivity in the U.S. expires in 2032.

[removed: (3)] [added: (4)] In collaboration with Arcus.

[removed: (4)] [added: (5)] Dates in parentheses reflect the estimated expiration date of patents that may be issued from currently pending applications.

| Descovy | | | | | | | | | 2031 | | | (2) | | | | | | | | | [removed: 2026] [added: 2027] | | | | | |

| Vemlidy | | | | | | | | | 2031 | | | (2) | | | | | | | | | [removed: 2026] [added: 2027] | | | | | |

| Odefsey | | | | | | | | | 2032 | | | (2) | | | | | | | | | [removed: 2026] [added: 2027] | | | | | |

| Genvoya | | | | | | | | | 2029 | | | [removed: (4)] [added: (4), (5)] | | | | | | | | | 2028 | | | | | |

| Veklury | | | | | | | | | 2036 | | | [removed: (5)] [added: (6)] | | | | | | | | | 2035 | | | | | |

| Trodelvy | | | | | | | | | 2028 | | | [removed: (6)] [added: (7)] | | | | | | | | | 2029 | | | | | |

[removed: (5)] [added: (6)] In January 2024, FDA granted pediatric exclusivity for Veklury, which extends all non-expired exclusivities by six months, and which is reflected in the presently reported date.

[removed: (6)] [added: (7)] Regulatory exclusivity in the U.S. expires in 2032.

We [removed: may] [added: often] obtain patents for certain products many years before marketing approval is obtained.

However, we [removed: may be able to] [added: also] apply for patent term extensions or supplementary protection certificates in some countries.

[removed: See also] [added: For further information, see] Item 1A.

[removed: Trade Secrets][added: Trade Secrets]

We protect these rights mainly through confidentiality agreements with [removed: our] [added: third-party manufacturers,] corporate partners, employees, consultants and vendors.

[removed: Manufacturing] [added: Raw Materials] and [removed: Raw Materials][added: Manufacturing]

In 2024, our products and collaboration products, with approved indications in the U.S., included the following:

Virology

- Symtuza® is an oral formulation dosed once a day for the treatment of HIV-1 infection in certain patients.

Symtuza is a single-tablet regimen of a fixed-dose combination of our antiretroviral medications, cobicistat, FTC and TAF, and Janssen’s darunavir.

Symtuza is commercialized by Janssen, and we receive a share in revenue for the components that we contribute.

See Note 7.

*Liver Disease*

- Livdelzi® (seladelpar) is an oral formulation of a peroxisome proliferator-activated receptor delta agonist indicated for the treatment of primary biliary cholangitis (“PBC”) in combination with ursodeoxycholic acid (“UDCA”) in adults who have an inadequate response to UDCA, or as monotherapy in patients unable to tolerate UDCA.(1)

*Cell Therapy*

*Other*

We also face significant competition from: (i) large pharmaceutical and biotechnology companies and specialized pharmaceutical firms acting either independently or together with other such companies to pursue the development of products and technologies that may be competitive with our existing products or research programs; (ii) academic institutions, government agencies and other public and private organizations conducting research who may seek patent protection or may establish collaborative arrangements for competitive products or programs; (iii) pricing pressures from private insurers and government payers as our products mature, which often result in a reduction of the net product prices; and (iv) new branded or generic products introduced into major markets, which may impact our ability to maintain pricing and market share.

Risk Factors “We face significant competition from global pharmaceutical and biotechnology companies, specialized pharmaceutical firms and generic drug manufacturers.”

We extensively outsource our clinical trial activities and usually perform only a small portion of start-up activities in-house.

We rely on third-party contract research organizations to perform most of our clinical studies, including document preparation, site identification, screening and preparation, pre-study visits, training, program management, patient enrollment, ongoing monitoring, site management and bioanalysis.

| Lenacapavir | | | | | | A New Drug Application has been filed with FDA for lenacapavir, a twice-yearly injectable HIV-1 capsid inhibitor, for the prevention of HIV as pre-exposure prophylaxis. | | |

| Lenacapavir combinations | | | | | | An oral combination of lenacapavir and bictegravir is being evaluated as an HIV treatment for virologically suppressed treatment-experienced and virologically suppressed people living with HIV. In combination with Merck & Co., Inc. (“Merck”)(1), an oral combination of lenacapavir and Merck’s islatravir is being evaluated as a long-acting HIV treatment for virologically suppressed people living with HIV. | | |

| Anitocabtagene autoleucel | | | | | | In collaboration with Arcellx, Inc. (“Arcellx”)(1), anitocabtagene autoleucel, a CAR T-cell therapy, is being evaluated in patients with relapsed and/or refractory multiple myeloma who have received one to three prior lines of therapy. | | |

_______________________________

| Livdelzi | | | | | | FDA granted accelerated approval of Livdelzi for the treatment of PBC in combination with UDCA in adults who have an inadequate response to UDCA, or as monotherapy in patients unable to tolerate UDCA. Accelerated approval was based primarily on data from the Phase 3 RESPONSE study, which achieved a reduction of alkaline phosphatase values, a cholestatic marker that is a predictor of risk for liver transplant and death. | | |

| Trodelvy | | | | | | FDA granted Breakthrough Therapy designation to Trodelvy for the treatment of adult patients with extensive-stage small cell lung cancer whose disease has progressed on or after platinum-based chemotherapy. Breakthrough Therapy designation is designed to expedite the development and regulatory review of investigational treatments for serious or life-threatening conditions that, based on preliminary clinical evidence, have the potential to substantially improve clinical outcomes compared to available therapy. This is the second Breakthrough Therapy designation for Trodelvy. | | |

| Biktarvy | | | | | | FDA approved an expanded indication for Biktarvy to treat people with HIV who have suppressed viral loads with known or suspected M184V/I resistance, a common form of treatment resistance. FDA also approved an updated label with additional data reinforcing the safety and efficacy profile of Biktarvy to treat pregnant people with HIV-1 with suppressed viral loads. | | |

| Vemlidy | | | | | | FDA approved an expanded indication for Vemlidy as a once-daily treatment for chronic HBV infection in pediatric patients six years of age and older and weighing at least 25 kg with compensated liver disease. | | |

For information on some of our notable recent transactions, see Notes 6.

Acquisitions and 7.

Collaborations and Other Arrangements of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.

| Anitocabtagene autoleucel(2) | | | | | | | | | 2038 | | | | | | | | | | | | (2038) | | | | | |

_______________________________

(2) In collaboration with Arcellx.

| Livdelzi | | | | | | | | | 2025 | | | (8) | | | | | | | | | — | | | (9) | | |

_______________________________

(5) In February 2025, Gilead reached an agreement with one generic manufacturer (Apotex, Inc., together with Apotex Corp., and its manufacturer of cobicistat, MSN Laboratories Private Limited, MSN Life Sciences Private Ltd., and MSN Pharmaceuticals Inc.) to settle the patent litigation concerning certain patents that protect cobicistat on silicon dioxide and TAF in our Genvoya product.

The Apotex/MSN agreement provides a non-exclusive license to those patents beginning on August 6, 2032, or earlier in certain circumstances.

(8) Orphan exclusivity expires in 2031.

(9) Ten years of regulatory/market exclusivity expected on approval.

Patent and Trade Secret Strategy

For a discussion of risks and challenges associated with our patent and trade secret strategy described below, see Item 1A.

Patents

For more information, see “Government Regulation” section below and Item 1A.

For risks associated with our human capital, see Item 1A.

Risk Factors “Due to the specialized and technical nature of our business, the failure to attract, develop and retain highly qualified personnel could adversely impact us.”

In 2023, our primary revenue-generating products and the approved indications in the U.S. were as follows:

Viral Hepatitis

________________________________

For example, pursuant to our collaboration with Janssen, we receive revenue share from cobicistat, FTC and TAF that are components of Symtuza (darunavir/cobicistat/FTC/TAF), a fixed-dose combination product commercialized by Janssen.

We include our revenue share from Symtuza in our Product sales.

We also face significant competition as third parties pursue the development of products and technologies that may be competitive with our existing products or research programs.

These third parties include large pharmaceutical and biotechnology companies and specialized pharmaceutical firms acting either independently or together with other such companies.

Furthermore, academic institutions, government agencies and other public and private organizations conducting research may seek patent protection or may establish collaborative arrangements for competitive products or programs.

In addition, as our products mature, pricing pressures from private insurers and government payers often result in a reduction of the net product prices.

Further, as new branded or generic products are introduced into major markets, our ability to maintain pricing and market share may be affected.

| Lenacapavir | | | | | | Lenacapavir is being evaluated for an HIV PrEP indication. | | |

(1) For additional information regarding our collaborations with Merck and Arcus, see Note 7.

| Veklury | | | | | | FDA and EC approved an expanded use of Veklury to treat COVID-19 in appropriate patients with mild to severe hepatic impairment as well as people with severe renal impairment, including those on dialysis. | | |

| Hepcludex | | | | | | EC granted full marketing authorization for Hepcludex for the treatment of adults with HDV and compensated liver disease. Hepcludex was initially granted conditional marketing authorization in July 2020. Bulevirtide remains the only approved treatment for HDV in the European Union (“EU”) and is not approved in the U.S. | | |

| Yescarta | | | | | | FDA approved a label update to Yescarta to include overall survival data from the Phase 3 ZUMA-7 study, which showed a statistically significant overall survival improvement for Yescarta in second-line relapsed or refractory LBCL versus standard of care. | | |

| Trodelvy | | | | | | FDA approved Trodelvy for the treatment of unresectable locally advanced or metastatic HR+/HER2- breast cancer who have received endocrine-based therapy and at least two additional systemic therapies in the metastatic setting. EC approved Trodelvy as monotherapy for the treatment of adult patients with unresectable or metastatic HR+/HER2- breast cancer who have received endocrine-based therapy and at least two additional systemic therapies in the advanced setting. | | |

In 2023, we entered into multiple strategic transactions spanning our work in virology, oncology and inflammation, including:

- We entered into new strategic collaborations, including with (i) Assembly Biosciences, Inc. to advance the research and development of novel antiviral therapies, including for herpesviruses, HBV and HDV; (ii) Tentarix Biotherapeutics, Inc. (“Tentarix”) to discover and develop novel therapies across oncology and inflammation using Tentarix’s proprietary Tentacles platform; and (iii) Arcellx, Inc. (“Arcellx”) to co-develop and co-commercialize Arcellx’s CART-ddBCMA for the treatment of relapsed or refractory multiple myeloma.

- We expanded our existing collaborations with (i) Arcellx to exercise an option for the ARC-SparX ACLX-001 program in multiple myeloma, expand the scope of the existing anito-cel collaboration to include lymphomas, and make an additional equity investment of $200 million; (ii) Arcus to include research programs in inflammatory diseases; and (iii) Nurix Therapeutics, Inc. to exercise an option to license investigational targeted protein degrader molecule NX-0479, which has potential applications in the treatment of rheumatoid arthritis and other inflammatory diseases.

- We entered into an exclusive license agreement with Compugen Ltd. for later-stage development and commercialization of novel pre-clinical anti-IL18 binding protein antibodies, including COM503, that have the potential to treat various tumor types.

- We completed the acquisitions of (i) XinThera, Inc. to add additional early pipeline assets in oncology and inflammation, including rights to a portfolio of small molecule inhibitors targeting PARP1 for oncology as well as mK2 for inflammatory diseases; and (ii) Tmunity Therapeutics, Inc. to add next-generation CAR T-cell therapies and technologies, including an “armored” CAR T technology platform that has the potential to enhance anti-tumor activity and rapid manufacturing processes.

| *The listed expiration dates do not include any potential additional exclusivity (e.g., patent term extensions, supplementary protection certificates or pediatric exclusivity) that has not yet been granted.* | | | | | | | | | | | | | | | | | | | | | | | | | | |

______________________________

Patent Protection and Certain Challenges

Similar patent term extensions may be available for other products we are developing, but we cannot be certain we will obtain them in some countries.

It is also important that we do not infringe the valid patents of third parties.

If we infringe the valid patents of third parties, our reputation may be harmed and we may be required to pay significant monetary damages, we may be prevented from commercializing products or we may be required to obtain licenses from these third parties.

We may not be able to obtain alternative technologies or any required license on reasonable terms or at all.

If we fail to obtain these licenses or alternative technologies, we may be unable to develop or commercialize some or all of our products.

For example, we are aware of patents and patent applications owned by other parties that such parties may claim to cover the use of our products and research activities.

Because patent applications are confidential for a period of time after filing, we may not know if our competitors have filed applications for technology covered by our pending applications or if we were the first to invent or first to file an application directed toward the technology that is the subject of our patent applications.

Competitors may have filed patent applications or received patents and proprietary rights that block or compete with our products.

In addition, if competitors file patent applications covering our technology, we may have to participate in litigation, post-grant proceedings before the U.S. Patent and Trademark Office or other proceedings to determine the right to a patent or validity of any patent granted.

Such litigation and proceedings are unpredictable and expensive, and could divert management attention from other operations, such that, even if we are ultimately successful, we may be adversely impacted.

Patents relating to pharmaceutical, biopharmaceutical and biotechnology products, compounds and processes such as those that cover our existing compounds, products and processes and those that we will likely file in the future, do not always provide complete or adequate protection.

Filing patent applications is a fact-intensive and complex process.

We may file patent applications that ultimately do not result in patents or have patents that do not provide adequate protection for the related product.

Future litigation or other proceedings regarding the enforcement or validity of our existing patents or any future patents could result in the invalidation of our patents or substantially reduce their protection.

Our pending patent applications and the patent applications filed by our collaborative partners may not be able to prevent third parties from developing compounds or products that are closely related to those which we have developed or are developing.

In addition, certain countries do not provide effective enforcement of our patents, and third-party manufacturers may be able to sell generic versions of our products in those countries.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the [removed: registrant based upon] [added: registrant, computed by reference to] the closing price of its [removed: Common Stock] [added: common stock] on the Nasdaq Global Select [removed: Market on June 30, 2023] [added: Market, as of the last business day of the registrant’s most recently completed second fiscal quarter] was [removed: $67.0 billion.*][added: $60.0 billion.]

The number of shares outstanding of the registrant’s Common Stock on February [removed: 16, 2024] [added: 21, 2025] was [removed: 1,245,774,616.][added: 1,245,346,062.]

Specified portions of the registrant’s proxy statement, which will be filed with the Commission pursuant to Regulation 14A in connection with the registrant’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

[removed: Excludes 376,696,796] [added: This excludes] shares of the registrant’s [removed: Common Stock] [added: common stock] held by executive officers, directors and any stockholders whose ownership [removed: exceeds] [added: exceeded] 5% of the registrant’s common stock [removed: outstanding at June 30, 2023.][added: outstanding.]

[removed: 2023] [added: 2024] FORM 10-K ANNUAL REPORT

| [Item [removed: 1](#i1a21f79537ba4f149055dfe665e667c1_13)] [added: 1](#i266b6b808b6246ad8175a1a1f2ac3b37_13)] | | | [removed: [Business](#i1a21f79537ba4f149055dfe665e667c1_13)] [added: [Business](#i266b6b808b6246ad8175a1a1f2ac3b37_13)] | | | [removed: [3](#i1a21f79537ba4f149055dfe665e667c1_13)] [added: [3](#i266b6b808b6246ad8175a1a1f2ac3b37_13)] | | |

| [Item [removed: 1A](#i1a21f79537ba4f149055dfe665e667c1_16)] [added: 1A](#i266b6b808b6246ad8175a1a1f2ac3b37_16)] | | | [Risk [removed: Factors](#i1a21f79537ba4f149055dfe665e667c1_16)] [added: Factors](#i266b6b808b6246ad8175a1a1f2ac3b37_16)] | | | [removed: [17](#i1a21f79537ba4f149055dfe665e667c1_16)] [added: [17](#i266b6b808b6246ad8175a1a1f2ac3b37_16)] | | |

| [Item [removed: 1B](#i1a21f79537ba4f149055dfe665e667c1_19)] [added: 1B](#i266b6b808b6246ad8175a1a1f2ac3b37_19)] | | | [Unresolved Staff [removed: Comments](#i1a21f79537ba4f149055dfe665e667c1_19)] [added: Comments](#i266b6b808b6246ad8175a1a1f2ac3b37_19)] | | | [removed: [31](#i1a21f79537ba4f149055dfe665e667c1_19)] [added: [31](#i266b6b808b6246ad8175a1a1f2ac3b37_19)] | | |

| [Item [removed: 1C](#i1a21f79537ba4f149055dfe665e667c1_549755815402)] [added: 1C](#i266b6b808b6246ad8175a1a1f2ac3b37_22)] | | | [removed: [Cybersecurity](#i1a21f79537ba4f149055dfe665e667c1_549755815402)] [added: [Cybersecurity](#i266b6b808b6246ad8175a1a1f2ac3b37_22)] | | | [removed: [29](#i1a21f79537ba4f149055dfe665e667c1_549755815402)] [added: [29](#i266b6b808b6246ad8175a1a1f2ac3b37_22)] | | |

| [Item [removed: 2](#i1a21f79537ba4f149055dfe665e667c1_22)] [added: 2](#i266b6b808b6246ad8175a1a1f2ac3b37_25)] | | | [removed: [Properties](#i1a21f79537ba4f149055dfe665e667c1_22)] [added: [Properties](#i266b6b808b6246ad8175a1a1f2ac3b37_25)] | | | [removed: [33](#i1a21f79537ba4f149055dfe665e667c1_22)] [added: [32](#i266b6b808b6246ad8175a1a1f2ac3b37_25)] | | |

| [Item [removed: 3](#i1a21f79537ba4f149055dfe665e667c1_25)] [added: 3](#i266b6b808b6246ad8175a1a1f2ac3b37_28)] | | | [Legal [removed: Proceedings](#i1a21f79537ba4f149055dfe665e667c1_25)] [added: Proceedings](#i266b6b808b6246ad8175a1a1f2ac3b37_28)] | | | [removed: [33](#i1a21f79537ba4f149055dfe665e667c1_25)] [added: [33](#i266b6b808b6246ad8175a1a1f2ac3b37_28)] | | |

| [Item [removed: 4](#i1a21f79537ba4f149055dfe665e667c1_28)] [added: 4](#i266b6b808b6246ad8175a1a1f2ac3b37_31)] | | | [Mine Safety [removed: Disclosures](#i1a21f79537ba4f149055dfe665e667c1_28)] [added: Disclosures](#i266b6b808b6246ad8175a1a1f2ac3b37_31)] | | | [removed: [33](#i1a21f79537ba4f149055dfe665e667c1_28)] [added: [33](#i266b6b808b6246ad8175a1a1f2ac3b37_31)] | | |

| [Item [removed: 5](#i1a21f79537ba4f149055dfe665e667c1_34)] [added: 5](#i266b6b808b6246ad8175a1a1f2ac3b37_37)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1a21f79537ba4f149055dfe665e667c1_34)] [added: Securities](#i266b6b808b6246ad8175a1a1f2ac3b37_37)] | | | [removed: [34](#i1a21f79537ba4f149055dfe665e667c1_34)] [added: [34](#i266b6b808b6246ad8175a1a1f2ac3b37_37)] | | |

| [Item [removed: 6](#i1a21f79537ba4f149055dfe665e667c1_37)] [added: 6](#i266b6b808b6246ad8175a1a1f2ac3b37_40)] | | | [removed: [\[Reserved\]](#i1a21f79537ba4f149055dfe665e667c1_37)] [added: [\[Reserved\]](#i266b6b808b6246ad8175a1a1f2ac3b37_40)] | | | [removed: [36](#i1a21f79537ba4f149055dfe665e667c1_37)] [added: [36](#i266b6b808b6246ad8175a1a1f2ac3b37_40)] | | |

| [Item [removed: 7](#i1a21f79537ba4f149055dfe665e667c1_40)] [added: 7](#i266b6b808b6246ad8175a1a1f2ac3b37_43)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1a21f79537ba4f149055dfe665e667c1_40)] [added: Operations](#i266b6b808b6246ad8175a1a1f2ac3b37_43)] | | | [removed: [37](#i1a21f79537ba4f149055dfe665e667c1_40)] [added: [37](#i266b6b808b6246ad8175a1a1f2ac3b37_43)] | | |

| [Item [removed: 7A](#i1a21f79537ba4f149055dfe665e667c1_55)] [added: 7A](#i266b6b808b6246ad8175a1a1f2ac3b37_58)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i1a21f79537ba4f149055dfe665e667c1_55)] [added: Risk](#i266b6b808b6246ad8175a1a1f2ac3b37_58)] | | | [removed: [47](#i1a21f79537ba4f149055dfe665e667c1_55)] [added: [48](#i266b6b808b6246ad8175a1a1f2ac3b37_58)] | | |

| [Item [removed: 8](#i1a21f79537ba4f149055dfe665e667c1_58)] [added: 8](#i266b6b808b6246ad8175a1a1f2ac3b37_61)] | | | [Financial Statements and Supplementary [removed: Data](#i1a21f79537ba4f149055dfe665e667c1_58)] [added: Data](#i266b6b808b6246ad8175a1a1f2ac3b37_61)] | | | [removed: [49](#i1a21f79537ba4f149055dfe665e667c1_58)] [added: [50](#i266b6b808b6246ad8175a1a1f2ac3b37_61)] | | |

| [Item [removed: 9](#i1a21f79537ba4f149055dfe665e667c1_142)] [added: 9](#i266b6b808b6246ad8175a1a1f2ac3b37_142)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i1a21f79537ba4f149055dfe665e667c1_142)] [added: Disclosure](#i266b6b808b6246ad8175a1a1f2ac3b37_142)] | | | [removed: [96](#i1a21f79537ba4f149055dfe665e667c1_142)] [added: [94](#i266b6b808b6246ad8175a1a1f2ac3b37_142)] | | |

| [Item [removed: 9A](#i1a21f79537ba4f149055dfe665e667c1_148)] [added: 9A](#i266b6b808b6246ad8175a1a1f2ac3b37_148)] | | | [Controls and [removed: Procedures](#i1a21f79537ba4f149055dfe665e667c1_148)] [added: Procedures](#i266b6b808b6246ad8175a1a1f2ac3b37_148)] | | | [removed: [98](#i1a21f79537ba4f149055dfe665e667c1_148)] [added: [96](#i266b6b808b6246ad8175a1a1f2ac3b37_148)] | | |

| [Item [removed: 9B](#i1a21f79537ba4f149055dfe665e667c1_151)] [added: 9B](#i266b6b808b6246ad8175a1a1f2ac3b37_151)] | | | [Other [removed: Information](#i1a21f79537ba4f149055dfe665e667c1_151)] [added: Information](#i266b6b808b6246ad8175a1a1f2ac3b37_151)] | | | [removed: [98](#i1a21f79537ba4f149055dfe665e667c1_151)] [added: [96](#i266b6b808b6246ad8175a1a1f2ac3b37_151)] | | |

| [Item [removed: 9C](#i1a21f79537ba4f149055dfe665e667c1_154)] [added: 9C](#i266b6b808b6246ad8175a1a1f2ac3b37_157)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i1a21f79537ba4f149055dfe665e667c1_154)] [added: Inspections](#i266b6b808b6246ad8175a1a1f2ac3b37_157)] | | | [removed: [98](#i1a21f79537ba4f149055dfe665e667c1_154)] [added: [96](#i266b6b808b6246ad8175a1a1f2ac3b37_157)] | | |

| [Item [removed: 10](#i1a21f79537ba4f149055dfe665e667c1_160)] [added: 10](#i266b6b808b6246ad8175a1a1f2ac3b37_163)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1a21f79537ba4f149055dfe665e667c1_160)] [added: Governance](#i266b6b808b6246ad8175a1a1f2ac3b37_163)] | | | [removed: [99](#i1a21f79537ba4f149055dfe665e667c1_160)] [added: [97](#i266b6b808b6246ad8175a1a1f2ac3b37_163)] | | |

| [Item [removed: 11](#i1a21f79537ba4f149055dfe665e667c1_163)] [added: 11](#i266b6b808b6246ad8175a1a1f2ac3b37_166)] | | | [Executive [removed: Compensation](#i1a21f79537ba4f149055dfe665e667c1_163)] [added: Compensation](#i266b6b808b6246ad8175a1a1f2ac3b37_166)] | | | [removed: [99](#i1a21f79537ba4f149055dfe665e667c1_163)] [added: [97](#i266b6b808b6246ad8175a1a1f2ac3b37_166)] | | |

| [Item [removed: 12](#i1a21f79537ba4f149055dfe665e667c1_166)] [added: 12](#i266b6b808b6246ad8175a1a1f2ac3b37_169)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1a21f79537ba4f149055dfe665e667c1_166)] [added: Matters](#i266b6b808b6246ad8175a1a1f2ac3b37_169)] | | | [removed: [99](#i1a21f79537ba4f149055dfe665e667c1_166)] [added: [97](#i266b6b808b6246ad8175a1a1f2ac3b37_169)] | | |

| [Item [removed: 13](#i1a21f79537ba4f149055dfe665e667c1_169)] [added: 13](#i266b6b808b6246ad8175a1a1f2ac3b37_172)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1a21f79537ba4f149055dfe665e667c1_169)] [added: Independence](#i266b6b808b6246ad8175a1a1f2ac3b37_172)] | | | [removed: [99](#i1a21f79537ba4f149055dfe665e667c1_169)] [added: [97](#i266b6b808b6246ad8175a1a1f2ac3b37_172)] | | |

| [Item [removed: 14](#i1a21f79537ba4f149055dfe665e667c1_172)] [added: 14](#i266b6b808b6246ad8175a1a1f2ac3b37_175)] | | | [Principal Accountant Fees and [removed: Services](#i1a21f79537ba4f149055dfe665e667c1_172)] [added: Services](#i266b6b808b6246ad8175a1a1f2ac3b37_175)] | | | [removed: [99](#i1a21f79537ba4f149055dfe665e667c1_172)] [added: [97](#i266b6b808b6246ad8175a1a1f2ac3b37_175)] | | |

| [Item [removed: 15](#i1a21f79537ba4f149055dfe665e667c1_178)] [added: 15](#i266b6b808b6246ad8175a1a1f2ac3b37_181)] | | | [Exhibits and Financial Statement [removed: Schedules](#i1a21f79537ba4f149055dfe665e667c1_178)] [added: Schedules](#i266b6b808b6246ad8175a1a1f2ac3b37_181)] | | | [removed: [99](#i1a21f79537ba4f149055dfe665e667c1_178)] [added: [97](#i266b6b808b6246ad8175a1a1f2ac3b37_181)] | | |

We own or have rights to various trademarks, copyrights and trade names used in our business, including the following: GILEAD®, GILEAD SCIENCES®, KITE™, AMBISOME®, ATRIPLA®, BIKTARVY®, CAYSTON®, COMPLERA®, DESCOVY®, DESCOVY FOR PREP®, EMTRIVA®, EPCLUSA®, EVIPLERA®, GENVOYA®, HARVONI®, HEPCLUDEX®, HEPSERA®, JYSELECA®, LETAIRIS®, [added: LIVDELZI®,] ODEFSEY®, SOVALDI®, STRIBILD®, SUNLENCA®, TECARTUS®, TRODELVY®, TRUVADA®, TRUVADA FOR PREP®, TYBOST®, VEKLURY®, VEMLIDY®, VIREAD®, VOSEVI®, YESCARTA® and ZYDELIG®.

Words such as [removed: “expect,”] [added: “ambition,”] “anticipate,” [removed: “target,”] [added: “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,”] “goal,” [removed: “project,”] “hope,” “intend,” [added: “may,” “might,” “outlook,”] “plan,” [removed: “believe,”] [added: “priority,” “project,”] “seek,” [removed: “estimate,” “continue,” “may,” “could,”] “should,” [removed: “might,” “forecast,”] [added: “target”] and variations of such words and similar expressions are intended to identify such forward-looking statements.

In addition, any statements other than statements of historical fact are forward-looking statements, including statements regarding overall trends; operating [removed: cost] [added: cost, product sales] and revenue trends; liquidity and capital needs; plans and expectations with respect to products, product candidates, corporate strategy, business and operations, financial [removed: projections] [added: projections, strategic investments] and the use of capital; expectations regarding [removed: any impairment charges related to our Phase 3 EVOKE-01 study;] [added: the impact of the Inflation Reduction Act, changes in U.S. regulatory policies, and changes in U.S. trade policies, including tariffs;] collaboration and licensing arrangements; patent protection and estimated loss of exclusivity for our products and product candidates; ongoing litigation and investigation matters; and other statements of expectations, beliefs, future plans and strategies, anticipated events or trends and similar expressions.*

| [PART I](#i266b6b808b6246ad8175a1a1f2ac3b37_10) | | | | | | | | |

| [PART II](#i266b6b808b6246ad8175a1a1f2ac3b37_34) | | | | | | | | |

| [PART III](#i266b6b808b6246ad8175a1a1f2ac3b37_160) | | | | | | | | |

| [PART IV](#i266b6b808b6246ad8175a1a1f2ac3b37_178) | | | | | | | | |

| [Item 16](#i266b6b808b6246ad8175a1a1f2ac3b37_187) | | | [Form 10-K Summary](#i266b6b808b6246ad8175a1a1f2ac3b37_187) | | | [101](#i266b6b808b6246ad8175a1a1f2ac3b37_187) | | |

| [SIGNATURES](#i266b6b808b6246ad8175a1a1f2ac3b37_190) | | | | | | [102](#i266b6b808b6246ad8175a1a1f2ac3b37_190) | | |

* Based on a closing price of $77.07 per share on June 30, 2023.

| [PART I](#i1a21f79537ba4f149055dfe665e667c1_10) | | | | | | | | |

| [PART II](#i1a21f79537ba4f149055dfe665e667c1_31) | | | | | | | | |

| [PART III](#i1a21f79537ba4f149055dfe665e667c1_157) | | | | | | | | |

| [PART IV](#i1a21f79537ba4f149055dfe665e667c1_175) | | | | | | | | |

| [Item 16](#i1a21f79537ba4f149055dfe665e667c1_184) | | | [Form 10-K Summary](#i1a21f79537ba4f149055dfe665e667c1_184) | | | [103](#i1a21f79537ba4f149055dfe665e667c1_184) | | |

| [SIGNATURES](#i1a21f79537ba4f149055dfe665e667c1_187) | | | | | | [104](#i1a21f79537ba4f149055dfe665e667c1_187) | | |

Our security governance function, which includes key employees who work in Information Security, Legal, and Privacy [removed: teams] [added: teams,] such as our Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”), are responsible for establishing and implementing cybersecurity policies and procedures, which includes developing and updating our enterprise [removed: incident response plan] [added: Incident Response Plan] (“IRP”), managing incident response, and overseeing any policy exceptions and potential compensating controls.

Additionally, we assess our cybersecurity maturity annually [removed: using the NIST framework] and implement and maintain controls that are designed to evaluate and improve our cybersecurity program, such as vulnerability assessments and penetration tests, as needed.

We also execute employee cybersecurity training and awareness programs around various key cybersecurity [removed: topics] [added: topics,] including reporting incidents, phishing, ransomware, remote working, cloud security, privileged [removed: access,] [added: access] and removable media.

Our process for assessing, [removed: identifying,] [added: identifying] and managing material risks from cybersecurity threats is integrated into our overall risk management process.

The ERM team updates our [removed: CEO] [added: Chief Executive Officer (“CEO”)] and his leadership team on cybersecurity risks as well as their potential impact, likelihood, potential mitigation [removed: plan,] [added: plan] and status.

This team collaborates closely with other teams within the company, including teams within information technology (“IT”), Legal and Privacy, in identifying, [removed: analyzing,] [added: analyzing] and responding to cybersecurity incidents, which includes tracking cybersecurity incidents to help identify any related incidents.

[removed: The process is] [added: Our IRP processes are] tested in annual tabletop exercises to help identify strengths and areas for improvement.

Engagement of [removed: Third Party] [added: Third-Party] Advisors

We engage [removed: third party] [added: third-party] advisors, including [removed: assessors,] [added: assessors and] cybersecurity consultants, [removed: and auditors] to assess, [removed: validate,] [added: validate] and enhance our cybersecurity program.

We benefit from engaging third parties to provide specialized skills, knowledge, [removed: tools,] [added: tools] and resources.

These third parties also help reduce costs, increase efficiency, improve quality, mitigate [removed: risks,] [added: risks] and review cybersecurity strategy, [removed: trends,] [added: trends] and threat landscape.

Our vendor security assessment process evaluates key vendors and, where appropriate, assesses vendor’s controls for IT security, privacy, business [removed: continuity,] [added: continuity] and other third-party risks.

Following an evaluation, the company determines and prioritizes risks based on their potential impact, which [removed: help] [added: helps] inform the appropriate level of additional due diligence and ongoing compliance monitoring.

The third-party risk assessment is a cross-functional effort involving our end-user, Legal, [removed: Privacy,] [added: Privacy] and Information Security teams.

[removed: The] [added: However, since the beginning of fiscal year 2024, the] company has not identified [removed: any] risks from [added: known] cybersecurity threats [added: or incidents] that have materially affected [added: us or are reasonably likely to materially affect] us.

Like many companies, we [added: face cybersecurity threats and] have experienced cybersecurity incidents, including data breaches and temporary service interruptions.

[removed: Designated by the Board to oversee cybersecurity and information technology risks, the] [added: The] Audit Committee receives quarterly cybersecurity updates from our CISO, and the chair of the Audit Committee meets with the CISO individually on a quarterly basis.

These updates often address topics such as ongoing efforts to improve our cybersecurity posture, operational metrics, incident [removed: metrics,] [added: metrics] and mitigation actions, and may include key metrics such as those related to cybersecurity maturity, risk reduction, cybersecurity program health, and audit and compliance activities.

[removed: Risks] [added: Updates] related to cybersecurity [removed: events] are provided to the Board on an annual basis as part of an overall ERM update.

In addition to this regular reporting, significant cybersecurity [removed: risks] [added: events] may also be escalated on an as-needed basis through the company’s organizational structure in accordance with the IRP.

Management’s Role in Assessing and Managing [removed: Materials] [added: Material] Risks from Cybersecurity Threats

The company’s Information Security function is comprised of teams that engage in a range of cybersecurity activities such as security operations, security engineering, data privacy controls, validation, [removed: compliance,] [added: compliance] and audit readiness.

We manage material risks from cybersecurity threats through a cross-functional and layered approach that is designed to detect, identify, respond to, recover from and protect from cybersecurity incidents and is informed by industry recognized standards.

Where necessary or appropriate, we also engage third-party advisors to assist in the incident response process.

The Audit Committee has been designated by the Board to oversee cybersecurity and information technology risks.

Our CISO, supported by a cross-functional team, has primary responsibility for assessing and managing our cybersecurity program and the related risks.

Details of the risk management and escalation processes are discussed in “Cybersecurity Risk Management and Strategy” above.

Our approach to managing material risks from cybersecurity threats, which is informed in part by the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework (though we do not imply that we meet any particular technical standards, specifications or requirements), is designed to detect, identify, respond to, recover from and protect from cybersecurity incidents.

We do not believe that risks from cybersecurity threats are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition, over the long term.

However, as of the end of 2023, known cybersecurity incidents, individually or in aggregate, have not had a material impact.

Management, including the CIO and CISO, is involved in assessing and managing our cybersecurity risks.

The CISO reports to the CIO (who in turn reports to our Chief Financial Officer, who in turn reports to the CEO), and both the CIO and CISO participate in global leadership team meetings.

With over 26 years of experience, including over three years with the company, the CIO has been recognized externally for his leadership in technology innovation in the industry, and provides strategic leadership for the company’s IT organization.

We also have administrative facilities in Raleigh, North Carolina; Parsippany, New Jersey; and Washington, D.C., and we have R&D facilities in [removed: Emeryville,] Oceanside and Santa Monica, California; [removed: Seattle, Washington;] Frederick, Maryland; [added: Philadelphia, Pennsylvania;] Edmonton, Canada; Dublin, Ireland; [added: and] Cambridge and Oxford, United Kingdom.

Business [removed: “Our Manufacturing Facilities*.*”] [added: “Raw Materials and Manufacturing*.*”] Our global operations include offices in Europe, North America, Asia, South America, Africa, Australia and the Middle East.

As of February [removed: 16, 2024,] [added: 21, 2025,] we had approximately [removed: 1,396] [added: 1,339] stockholders of record of our common stock.

For the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we paid quarterly dividends.

Additional information is included in Consolidated Statements of [removed: Stockholders'] [added: Stockholders’] Equity [added: of Part II, Item 8 of this Annual Report on Form 10-K] and [removed: in Note 17.][added: “Liquidity and Capital Resources” of Part II, Item 7 of this Annual Report on Form 10-K.]

The following table provides certain information with respect to our equity compensation plans in effect as of December 31, [removed: 2023:][added: 2024:]

| 2022 Equity Incentive Plan | | | | | | [removed: 38.0] [added: 34.7] | | | | | | $ | [removed: 69.38] [added: 69.85] | | | | | [removed: 82.3] [added: 69.9] | | |

| Employee Stock Purchase Plan(2) | | | | | | | | | | | | | | | | | | [removed: 26.0] [added: 23.8] | | |

| Total equity compensation plans approved by security holders | | | | | | [removed: 38.0] [added: 34.7] | | | | | | $ | [removed: 69.38] [added: 69.85] | | | | | [removed: 108.3] [added: 93.7] | | |

(1) Includes [removed: 24] [added: 23] million restricted stock [removed: units, performance share] units and [removed: phantom shares.][added: performance share units.]

][added: Graph_2024.jpg](https://www.sec.gov/Archives/edgar/data/882095/000088209525000006/gild-20241231_g1.jpg)]

(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, [removed: 2018,] [added: 2019,] and assuming that all dividends were reinvested.

The table below summarizes our stock repurchase activity for the three months ended December 31, [removed: 2023:][added: 2024:]

| Total | | | | | | 34.7 | | | | | | $ | 69.85 | | | | | 93.7 | | |

_______________________________

_______________________________

| October 1 - October 31, 2024 | | | | | | 509 | | | | | | $ | 86.22 | | | | | 468 | | | | | | $ | 3,034 | |

| November 1 - November 30, 2024 | | | | | | 386 | | | | | | $ | 91.54 | | | | | 334 | | | | | | $ | 3,003 | |

| December 1 - December 31, 2024 | | | | | | 3,444 | | | | | | $ | 92.38 | | | | | 3,023 | | | | | | $ | 2,724 | |

| Total(1) | | | | | | 4,339 | | | | | | $ | 91.58 | | | | | 3,825 | | | | | | | | |

_______________________________

Subsequent Events of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

| Total | | | | | | 38.0 | | | | | | $ | 69.38 | | | | | 108.3 | | |

______________________________________________________

| October 1 - October 31, 2023 | | | | | | 863 | | | | | | $ | 76.86 | | | | | 808 | | | | | | $ | 3,962 | |

| November 1 - November 30, 2023 | | | | | | 800 | | | | | | $ | 76.57 | | | | | 738 | | | | | | $ | 3,905 | |

| December 1 - December 31, 2023 | | | | | | 709 | | | | | | $ | 79.37 | | | | | 391 | | | | | | $ | 3,874 | |

| Total(1) | | | | | | 2,371 | | | | | | $ | 77.51 | | | | | 1,937 | | | | | | | | |

Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i1a21f79537ba4f149055dfe665e667c1_64) 42[)](#i1a21f79537ba4f149055dfe665e667c1_64)] [added: ID:](#i266b6b808b6246ad8175a1a1f2ac3b37_67) 42[)](#i266b6b808b6246ad8175a1a1f2ac3b37_67)] | | | | | | [removed: [50](#i1a21f79537ba4f149055dfe665e667c1_64)] [added: [51](#i266b6b808b6246ad8175a1a1f2ac3b37_67)] | | |

| [Audited Consolidated Financial [removed: Statements:](#i1a21f79537ba4f149055dfe665e667c1_67)] [added: Statements:](#i266b6b808b6246ad8175a1a1f2ac3b37_70)] | | | | | | | | |

| [Consolidated Balance [removed: Sheets](#i1a21f79537ba4f149055dfe665e667c1_70)] [added: Sheets](#i266b6b808b6246ad8175a1a1f2ac3b37_73)] | | | | | | [removed: [52](#i1a21f79537ba4f149055dfe665e667c1_70)] [added: [53](#i266b6b808b6246ad8175a1a1f2ac3b37_73)] | | |

| [Consolidated Statements of [removed: Income](#i1a21f79537ba4f149055dfe665e667c1_73)] [added: Comprehensive Income](#i266b6b808b6246ad8175a1a1f2ac3b37_79)] | | | | | | [removed: [53](#i1a21f79537ba4f149055dfe665e667c1_73)] [added: [55](#i266b6b808b6246ad8175a1a1f2ac3b37_79)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i1a21f79537ba4f149055dfe665e667c1_79)] [added: Equity](#i266b6b808b6246ad8175a1a1f2ac3b37_82)] | | | | | | [removed: [55](#i1a21f79537ba4f149055dfe665e667c1_79)] [added: [56](#i266b6b808b6246ad8175a1a1f2ac3b37_82)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i1a21f79537ba4f149055dfe665e667c1_82)] [added: Flows](#i266b6b808b6246ad8175a1a1f2ac3b37_85)] | | | | | | [removed: [56](#i1a21f79537ba4f149055dfe665e667c1_82)] [added: [57](#i266b6b808b6246ad8175a1a1f2ac3b37_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1a21f79537ba4f149055dfe665e667c1_85)] [added: Statements](#i266b6b808b6246ad8175a1a1f2ac3b37_88)] | | | | | | [removed: [57](#i1a21f79537ba4f149055dfe665e667c1_85)] [added: [58](#i266b6b808b6246ad8175a1a1f2ac3b37_88)] | | |

We have audited the accompanying consolidated balance sheets of Gilead Sciences, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of [removed: income,] [added: operations,] comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 23, 2024] [added: 28, 2025] expressed an unqualified opinion thereon.

Critical Audit [removed: Matter][added: Matters]

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of [removed: the] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

| | | | | | | [added: | | | | | |] December [removed: 31,] [added: 31, 2023] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| (in millions, except per share amounts) | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | | | | $ | [removed: 6,085] [added: 9,991] | | | | | $ | [removed: 5,412] [added: 6,085] | |

| Short-term marketable debt securities | | | | | | [removed: 1,179] [added: —] | | | | | | [removed: 973] [added: 1,179] | | |

| Accounts receivable, net | | | | | | [removed: 4,660] [added: 4,420] | | | | | | [removed: 4,777] [added: 4,660] | | |

| Inventories | | | | | | [removed: 1,787] [added: 1,710] | | | | | | [removed: 1,507] [added: 1,787] | | |

| Prepaid and other current assets | | | | | | [removed: 2,374] [added: 3,052] | | | | | | [removed: 1,774] [added: 2,374] | | |

| Total current assets | | | | | | [removed: 16,085] [added: 19,173] | | | | | | [removed: 14,443] [added: 16,085] | | |

| Property, plant and equipment, net | | | | | | [removed: 5,317] [added: 5,414] | | | | | | [removed: 5,475] [added: 5,317] | | |

| Long-term marketable debt securities | | | | | | [removed: 1,163] [added: —] | | | | | | [removed: 1,245] [added: 1,163] | | |

| Intangible assets, net | | | | | | [removed: 26,454] [added: 19,948] | | | | | | [removed: 28,894] [added: 26,454] | | |

| Other long-term assets | | | | | | [removed: 4,792] [added: 6,146] | | | | | | [removed: 4,800] [added: 4,792] | | |

| Total assets | | | | | | $ | [removed: 62,125] [added: 58,995] | | | | | $ | [removed: 63,171] [added: 62,125] | |

| Accounts payable | | | | | | $ | [removed: 550] [added: 833] | | | | | $ | [removed: 905] [added: 550] | |

| Accrued rebates | | | | | | [removed: 3,802] [added: 3,892] | | | | | | [removed: 3,479] [added: 3,802] | | |

| Other current liabilities | | | | | | [removed: 5,130] [added: 5,464] | | | | | | [removed: 4,580] [added: 5,130] | | |

| Current portion of long-term debt and other obligations, net | | | | | | [removed: 1,798] [added: 1,815] | | | | | | [removed: 2,273] [added: 1,798] | | |

| Total current liabilities | | | | | | [removed: 11,280] [added: 12,004] | | | | | | [removed: 11,237] [added: 11,280] | | |

| Long-term debt, net | | | | | | [removed: 23,189] [added: 24,896] | | | | | | [removed: 22,957] [added: 23,189] | | |

| Long-term income taxes payable | | | | | | [removed: 2,039] [added: 830] | | | | | | [removed: 3,916] [added: 2,039] | | |

| Deferred tax liability | | | | | | [removed: 1,588] [added: 724] | | | | | | [removed: 2,673] [added: 1,588] | | |

| Other long-term obligations | | | | | | [removed: 1,280] [added: 1,295] | | | | | | [removed: 1,179] [added: 1,280] | | |

| Common stock, par value $0.001 per share; 5,600 authorized; 1,246 [removed: and 1,247] shares issued and [removed: outstanding, respectively] [added: outstanding] | | | | | | 1 | | | | | | 1 | | |

| Additional paid-in capital | | | | | | [removed: 6,500] [added: 7,700] | | | | | | [removed: 5,550] [added: 6,500] | | |

[removed: | Accumulated other comprehensive income | | | | | | 28 | | | | | | 2 | | |][added: Accumulated Other Comprehensive Income]

| Retained earnings | | | | | | [removed: 16,304] [added: 11,497] | | | | | | [removed: 15,687] [added: 16,304] | | |

| [Consolidated Statements of](#i266b6b808b6246ad8175a1a1f2ac3b37_76) [Oper](#i266b6b808b6246ad8175a1a1f2ac3b37_76)[ations](#i266b6b808b6246ad8175a1a1f2ac3b37_76) | | | | | | [54](#i266b6b808b6246ad8175a1a1f2ac3b37_76) | | |

\`

| | | | | | | Valuation of in-process research and development intangible asset | | |

| *Description of the Matter* | | | | | | As discussed in Note 1, the Company tests indefinite-lived intangible assets for impairment on an annual basis and in between annual tests if they become aware of any events or changes that would indicate the fair values of the assets are below their carrying amounts. An impairment charge is recognized to the degree the carrying value exceeds the fair value. The Company recorded interim impairments totaling $4.2 billion related to the in-process research and development (IPR&D) intangible asset related to Trodelvy for patients with non-small cell lung cancer (NSCLC) during the year ended December 31, 2024. This IPR&D intangible asset had a carrying value of $1.8 billion at December 31, 2024. Auditing the fair value of this IPR&D intangible asset was complex due to the significant judgment required in estimating the fair value. In particular, the fair value estimate required the use of a valuation methodology that was sensitive to certain significant revenue assumptions, including addressable patient population, projected market share, life of the potential commercialized product, and probability of technical and regulatory success. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We evaluated and tested the design and operating effectiveness of the Company's internal controls over the determination of the estimated fair value of the IPR&D intangible asset related to Trodelvy for patients with NSCLC. For example, we tested controls over management's review of the valuation methodology, the significant revenue assumptions, as discussed above, used to develop the fair value estimate, and the data inputs utilized in the fair value estimate. To test the estimated fair value of this indefinite-lived intangible asset, our audit procedures included, among others, assessing the methodology and testing the significant assumptions discussed above and the underlying data used by the Company. With assistance from a valuation specialist, we evaluated the valuation methodology used by the Company to measure the fair value of this indefinite-lived intangible asset. We also performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of this indefinite-lived intangible asset that would result from changes in the assumptions and tested the completeness and accuracy of the underlying data used by the Company. For the most significant revenue assumptions, we compared the assumptions used by the Company to relevant external market and industry data and considered whether the assumptions were consistent with evidence obtained in other areas of the audit. | | |

February 28, 2025

| (in millions, except per share amounts) | | | | | | 2024 | | | | | | 2023 | | |

| Balance as of December 31, 2024 | | | | | | 1,246 | | | | | | $ | 1 | | | | | $ | 7,700 | | | | | $ | 132 | | | | | $ | 11,497 | | | | | $ | (84) | | | | | $ | 19,246 | |

| Acquired in-process research and development expenses | | | | | | 4,663 | | | | | | 1,155 | | | | | | 944 | | |

Business

Segment Information for further details.

Inventories that are not expected to be sold within 12 months are classified in Other long-term assets on our Consolidated Balance Sheets.

Recently Adopted Accounting Pronouncements

Beginning with this Annual Report on Form 10-K, we adopted this standard using a retrospective approach, resulting in increased disclosures in our Notes to Consolidated Financial Statements.

See Note 17.

Segment Information for additional information.

In November 2024, FASB issued ASU No. 2024-03 “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” ASU 2024-03 requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses, and can be applied prospectively or retrospectively.

| Other HIV(2) | | | | | | 257 | | | | | | 129 | | | | | | 48 | | | | | | 434 | | | | | | 238 | | | | | | 116 | | | | | | 47 | | | | | | 401 | | | | | | 290 | | | | | | 182 | | | | | | 59 | | | | | | 530 | | | | | | | | | | | | | | |

| Other Liver Disease(4) | | | | | | 192 | | | | | | 202 | | | | | | 73 | | | | | | 467 | | | | | | 152 | | | | | | 150 | | | | | | 83 | | | | | | 385 | | | | | | 167 | | | | | | 135 | | | | | | 124 | | | | | | 426 | | | | | | | | | | | | | | |

| Other(5) | | | | | | 255 | | | | | | 34 | | | | | | 68 | | | | | | 356 | | | | | | 261 | | | | | | 40 | | | | | | 66 | | | | | | 367 | | | | | | 331 | | | | | | 65 | | | | | | 53 | | | | | | 449 | | | | | | | | | | | | | | |

(4) Includes ledipasvir/sofosbuvir (Harvoni and the authorized generic version of Harvoni sold by Asegua), Hepcludex, Hepsera, Livdelzi, Sovaldi, Viread and Vosevi.

(6) All individual international locations accounted for less than 10% of Total revenues.

| Cencora, Inc. | | | | | | 18 | | % | | | | 19 | | % | | | | 18 | | % |

| (in millions) | | | | | | 2024 | | | | | | 2023 | | |

(1) Future revenues recognized from contract liabilities are not expected to be material in any one year.

(1) During the three months ended March 31, 2024, we sold all of our available-for-sale debt securities and used the proceeds to partially fund our acquisition of CymaBay Therapeutics, Inc. (“CymaBay”) discussed in Note 6.

Acquisitions.

| (in millions) | | | | | | 2024 | | | | | | 2023 | | | | | |

Other Fair Value Disclosures

| (in millions) | | | | | | 2024 | | | | | | 2023 | | |

The fair value of the liability related to future royalties, determined using Level 3 inputs, was approximately $0.9 billion and $1.2 billion as of December 31, 2024 and 2023, respectively, and the carrying value was $1.1 billion and $1.2 billion as of December 31, 2024 and 2023, respectively.

During the three months ended March 31, 2024, we sold all of our available-for-sale debt securities and used the proceeds to partially fund our acquisition of CymaBay discussed in Note 6.

Acquisitions.

As such, there are no balances as of December 31, 2024 in the following tables.

| Short-term marketable debt securities | | | | | | | | | | | | 1,179 | | |

| Long-term marketable debt securities | | | | | | | | | | | | 1,163 | | |

| (in millions) | | | | | | 2024 | | | | | | 2023 | | |

_______________________________

(1) Mostly comprised of equity interests in certain collaboration partners and investment funds that are considered to be VIEs for which we are not the primary beneficiary.

Our maximum exposure to loss as a result of our involvement in these VIEs is limited to the value of our investment.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [Consolidated Statements of Comprehensive Income](#i1a21f79537ba4f149055dfe665e667c1_76) | | | | | | [54](#i1a21f79537ba4f149055dfe665e667c1_76) | | |

February 23, 2024

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net change | | | | | | 28 | | | | | | (29) | | | | | | (6) | | |

| Net change | | | | | | (62) | | | | | | (41) | | | | | | 187 | | |

| Balance as of December 31, 2020 | | | | | | 1,254 | | | | | | $ | 1 | | | | | $ | 3,880 | | | | | $ | (60) | | | | | $ | 14,381 | | | | | $ | 19 | | | | | $ | 18,221 | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,225 | | | | | | (24) | | | | | | 6,201 | | |

Organization

Beginning in the first quarter of 2023, we reclassified changes in income taxes prepaid and receivable from Prepaid expenses and other to combine them with changes in income taxes payable as Income tax assets and liabilities, net within Operating Activities on our Consolidated Statements of Cash Flows.

We believe this presentation assists users of the financial statements to better understand cash flow movements.

Prior periods have been revised to reflect this change, resulting in a reclassification of $204 million and $3 million from Prepaid expenses and other for the years ended December 31, 2022 and 2021, respectively.

The portion of the unrealized loss related to factors other than credit losses is recognized in Accumulated other comprehensive income.

| Complera/Eviplera | | | | | | 47 | | | | | | 70 | | | | | | 12 | | | | | | 129 | | | | | | 74 | | | | | | 113 | | | | | | 13 | | | | | | 200 | | | | | | 102 | | | | | | 142 | | | | | | 14 | | | | | | 258 | | | | | | | | | | | | | | |

| Stribild | | | | | | 72 | | | | | | 21 | | | | | | 8 | | | | | | 101 | | | | | | 88 | | | | | | 29 | | | | | | 10 | | | | | | 127 | | | | | | 132 | | | | | | 43 | | | | | | 14 | | | | | | 189 | | | | | | | | | | | | | | |

| Truvada | | | | | | 82 | | | | | | 13 | | | | | | 19 | | | | | | 114 | | | | | | 113 | | | | | | 15 | | | | | | 18 | | | | | | 147 | | | | | | 314 | | | | | | 22 | | | | | | 35 | | | | | | 371 | | | | | | | | | | | | | | |

| Other HIV(2) | | | | | | 37 | | | | | | 12 | | | | | | 7 | | | | | | 56 | | | | | | 15 | | | | | | 24 | | | | | | 17 | | | | | | 57 | | | | | | 136 | | | | | | 30 | | | | | | 29 | | | | | | 195 | | | | | | | | | | | | | | |

| Chronic hepatitis C virus (“HCV”) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Ledipasvir/ Sofosbuvir(3) | | | | | | 39 | | | | | | 12 | | | | | | 19 | | | | | | 70 | | | | | | 46 | | | | | | 17 | | | | | | 51 | | | | | | 115 | | | | | | 84 | | | | | | 31 | | | | | | 97 | | | | | | 212 | | | | | | | | | | | | | | |

| Other HCV(5) | | | | | | 104 | | | | | | 43 | | | | | | 12 | | | | | | 160 | | | | | | 115 | | | | | | 40 | | | | | | 10 | | | | | | 166 | | | | | | 119 | | | | | | 74 | | | | | | 14 | | | | | | 207 | | | | | | | | | | | | | | |

| Total HCV | | | | | | 1,002 | | | | | | 378 | | | | | | 386 | | | | | | 1,767 | | | | | | 1,005 | | | | | | 413 | | | | | | 392 | | | | | | 1,810 | | | | | | 1,018 | | | | | | 421 | | | | | | 442 | | | | | | 1,881 | | | | | | | | | | | | | | |

| Chronic hepatitis B virus (“HBV”) / Chronic hepatitis delta virus (“HDV”) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Viread | | | | | | 8 | | | | | | 22 | | | | | | 52 | | | | | | 83 | | | | | | 6 | | | | | | 23 | | | | | | 62 | | | | | | 91 | | | | | | 11 | | | | | | 28 | | | | | | 72 | | | | | | 111 | | | | | | | | | | | | | | |

| Other HBV/HDV(6) | | | | | | — | | | | | | 72 | | | | | | — | | | | | | 72 | | | | | | — | | | | | | 55 | | | | | | — | | | | | | 55 | | | | | | 2 | | | | | | 42 | | | | | | — | | | | | | 44 | | | | | | | | | | | | | | |

| Total HBV/HDV | | | | | | 418 | | | | | | 133 | | | | | | 466 | | | | | | 1,017 | | | | | | 435 | | | | | | 112 | | | | | | 441 | | | | | | 988 | | | | | | 397 | | | | | | 104 | | | | | | 468 | | | | | | 969 | | | | | | | | | | | | | | |

| Letairis | | | | | | 142 | | | | | | — | | | | | | — | | | | | | 142 | | | | | | 196 | | | | | | — | | | | | | — | | | | | | 196 | | | | | | 206 | | | | | | — | | | | | | — | | | | | | 206 | | | | | | | | | | | | | | |

| Other(7) | | | | | | 118 | | | | | | 40 | | | | | | 66 | | | | | | 225 | | | | | | 135 | | | | | | 65 | | | | | | 53 | | | | | | 253 | | | | | | 136 | | | | | | 115 | | | | | | 30 | | | | | | 281 | | | | | | | | | | | | | | |

Collaborations and Other Arrangements for additional information.

(4) Amounts consist of sales of Epclusa and the authorized generic version of Epclusa sold by our separate subsidiary, Asegua Therapeutics LLC.

(5) Includes Vosevi and Sovaldi.

(6) Includes Hepcludex and Hepsera.

| Cencora, Inc. (formerly known as AmerisourceBergen Corporation) | | | | | | 19 | | % | | | | 18 | | % | | | | 23 | | % |

________________________________

(1) Consists of unbilled amounts primarily from arrangements where the licensing of intellectual property is the only or predominant performance obligation.

(2) Generally results from receipt of advance payment before our performance under the contract.

The following table summarizes the fair value and carrying value of the liability related to future royalties:

| Fair value | | | | | | $ | 1,230 | | | | | $ | 1,090 | |

| Carrying value | | | | | | $ | 1,153 | | | | | $ | 1,141 | |

We have audited Gilead Sciences, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework),] [added: 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, [removed: 2023,] [added: 2024,] 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of [removed: income,] [added: operations,] comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 23, 2024] [added: 28, 2025] expressed an unqualified opinion thereon.

February 28, 2025

February 23, 2024

An evaluation as of December 31, [removed: 2023] [added: 2024] was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures,” which are defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as controls and other procedures of a company that are designed to ensure that the information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2023.][added: 2024.]

Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

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, [removed: 2023.][added: 2024.]

Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated any changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2023,] [added: 2024,] to identify any change that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

On November 9, 2023, Merdad V.

Parsey, M.D., PhD., our Chief Medical Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c) under the Exchange Act to sell, subject to certain conditions, through November 8, 2024: (a) up to 29,393 shares of our common stock; (b) the total number of shares of our common stock sufficient to cover costs and fees and to satisfy applicable withholding taxes in connection with the exercise of 64,376 stock options; and (c) 25% of net shares of our common stock to be issued to Dr. Parsey after the satisfaction of applicable withholding taxes following the potential vesting and settlement of up to 56,624 performance shares.

The information required by this Item concerning our directors and executive officers is incorporated by reference to the sections of our Definitive Proxy Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A in connection with our [removed: 2024] [added: 2025] Annual Meeting of Stockholders (the “Proxy Statement”) under the headings “The Gilead Board of Directors - Nominees,” [removed: “Board Structure,”] [added: “Committees of Our Board of Directors,”] “Executive Officers,” and, if applicable, “Delinquent Section 16(a) Reports.”

We have adopted policies and procedures, including an Insider Trading Policy, which together govern the purchase, sale, and/or other dispositions of our securities by directors, officers, employees and other covered persons, as well as by the Company.

These policies and procedures are designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards.

Our Insider Trading Policy is included as Exhibit 19.1 to this Annual Report on Form 10-K.

| [Report of Independent Registered Public Accounting Firm (PCAOB ID: [removed: 42)](#i1a21f79537ba4f149055dfe665e667c1_64)] [added: 42)](#i266b6b808b6246ad8175a1a1f2ac3b37_67)] | | | [removed: [50](#i1a21f79537ba4f149055dfe665e667c1_64)] [added: [51](#i266b6b808b6246ad8175a1a1f2ac3b37_67)] | | |

| [Audited Consolidated Financial [removed: Statements:](#i1a21f79537ba4f149055dfe665e667c1_67)] [added: Statements:](#i266b6b808b6246ad8175a1a1f2ac3b37_70)] | | | | | |

| [Consolidated Balance [removed: Sheets](#i1a21f79537ba4f149055dfe665e667c1_70)] [added: Sheets](#i266b6b808b6246ad8175a1a1f2ac3b37_73)] | | | [removed: [52](#i1a21f79537ba4f149055dfe665e667c1_70)] [added: [53](#i266b6b808b6246ad8175a1a1f2ac3b37_73)] | | |

| [Consolidated Statements of [removed: Income](#i1a21f79537ba4f149055dfe665e667c1_73)] [added: Comprehensive Income](#i266b6b808b6246ad8175a1a1f2ac3b37_79)] | | | [removed: [53](#i1a21f79537ba4f149055dfe665e667c1_73)] [added: [55](#i266b6b808b6246ad8175a1a1f2ac3b37_79)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i1a21f79537ba4f149055dfe665e667c1_79)] [added: Equity](#i266b6b808b6246ad8175a1a1f2ac3b37_82)] | | | [removed: [55](#i1a21f79537ba4f149055dfe665e667c1_79)] [added: [56](#i266b6b808b6246ad8175a1a1f2ac3b37_82)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i1a21f79537ba4f149055dfe665e667c1_82)] [added: Flows](#i266b6b808b6246ad8175a1a1f2ac3b37_85)] | | | [removed: [56](#i1a21f79537ba4f149055dfe665e667c1_82)] [added: [57](#i266b6b808b6246ad8175a1a1f2ac3b37_85)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i1a21f79537ba4f149055dfe665e667c1_85)] [added: Statements](#i266b6b808b6246ad8175a1a1f2ac3b37_88)] | | | [removed: [57](#i1a21f79537ba4f149055dfe665e667c1_85)] [added: [58](#i266b6b808b6246ad8175a1a1f2ac3b37_88)] | | |

| [removed: (1)] [added: (2)] | | | 3.1 | | | | | | | | | [Restated Certificate of Incorporation of [removed: Registrant](http://www.sec.gov/Archives/edgar/data/882095/000110465919028215/a19-9678_1ex3d2.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/882095/000088209524000016/ex322024restatedcertificat.htm)] | | |

| [removed: (2)] [added: (3)] | | | 3.2 | | | | | | | | | [Amended and Restated Bylaws of [removed: Registrant](http://www.sec.gov/Archives/edgar/data/882095/000110465923011167/tm235492d1_ex3-1.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/882095/000110465923011167/tm235492d1_ex3-1.htm)] | | |

| [removed: (3)] [added: (4)] | | | 4.2 | | | | | | | | | [Indenture related to Senior Notes, dated as of March 30, 2011, between Registrant and Wells Fargo, National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/882095/000119312511086814/dex41.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/882095/000119312511086814/dex41.htm)] | | |

| [removed: (3)] [added: (4)] | | | 4.3 | | | | | | | | | [First Supplemental Indenture related to Senior Notes, dated as of March 30, 2011, between Registrant and Wells Fargo, National Association, as Trustee (including form of Senior [removed: Notes)](http://www.sec.gov/Archives/edgar/data/882095/000119312511086814/dex42.htm)] [added: Notes)](https://www.sec.gov/Archives/edgar/data/882095/000119312511086814/dex42.htm)] | | |