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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): October 28, 2021

GILEAD SCIENCES, INC.
(Exact name of registrant as specified in its charter)

Delaware | 0-19731 | 94-3047598
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.)

333 Lakeside Drive, Foster City, California
(Address of principal executive offices)
94404
(Zip Code)
650-574-3000
(Registrant’s Telephone Number, Including Area Code)

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, par value, $0.001 per share |  | GILD |  | The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Section 2 - FINANCIAL INFORMATION
Item 2.02 Results of Operations and Financial Condition.
On October 28, 2021, Gilead Sciences, Inc., a Delaware corporation (“Gilead”), issued a press release announcing its financial results for the quarter ended September 30, 2021. A copy of the press release is filed as Exhibit 99.1 to this report.
Gilead has presented certain financial information in accordance with U.S. generally accepted accounting principles (“GAAP”) and also on a non-GAAP basis. Management believes this non-GAAP information is useful for investors, when considered in conjunction with Gilead’s GAAP financial statements, because management uses such information internally for its operating, budgeting and financial planning purposes. Non-GAAP information is not prepared under a comprehensive set of accounting rules and should only be used to supplement an understanding of Gilead’s operating results as reported under GAAP. Non-GAAP measures may be defined and calculated differently by other companies in the same industry. A reconciliation between GAAP and non-GAAP financial information is provided in the tables on pages 10, 11 and 12 of the press release filed as Exhibit 99.1 to this report.
The information in Item 2.02 and Item 9.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
Section 8 - OTHER EVENTS
Item 8.01 Other Events
On October 28, 2021, Gilead issued a notice of redemption for $500,000,000 aggregate principal amount of its Floating Rate Senior Notes due 2023 (the “Floating Rate Notes”) and $500,000,000 aggregate principal amount of its 0.750% Senior Notes due 2023 (the “Fixed Rate Notes”, which together with the Floating Rate Notes, are referred to as the “2023 Notes”). The redemption date for the 2023 Notes will be November 8, 2021 (the “Redemption Date”). The 2023 Notes will be redeemed at a redemption price equal to 100% of the principal amount of the 2023 Notes to be redeemed, plus accrued and unpaid interest from September 29, 2021 to, but excluding, the Redemption Date. The foregoing does not constitute a notice of redemption for the 2023 Notes.
Section 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number |  | Description
99.1 |  | Press Release, issued by Gilead Sciences, Inc. on October 28, 2021
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GILEAD SCIENCES, INC.
(Registrant)
/s/ ANDREW D. DICKINSON
Andrew D. Dickinson Chief Financial Officer

Date: October 28, 2021

Exhibit Index

Exhibit Number |  | Description
99.1 |  | Press Release, issued by Gilead Sciences, Inc. on October 28, 2021
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)