Obligation Gilead Sciences Inc 3.25% ( US375558BC64 ) en USD

Gilead Sciences Inc

103.49 % ⇌

Etats-unis

US375558BC64 ( en USD )

3.25% par an ( paiement semestriel )

31/08/2022 - Obligation échue

Prospectus brochure de l'obligation Gilead Sciences Inc US375558BC64 en USD 3.25%, échue

2 000 USD

1 000 000 000 USD

375558BC6

BBB+ ( Qualité moyenne inférieure )

A3 ( Qualité moyenne supérieure )

L'Obligation émise par Gilead Sciences Inc ( Etats-unis ) , en USD, avec le code ISIN US375558BC64, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2022

L'Obligation émise par Gilead Sciences Inc ( Etats-unis ) , en USD, avec le code ISIN US375558BC64, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Gilead Sciences Inc ( Etats-unis ) , en USD, avec le code ISIN US375558BC64, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-194298
CALCULATION OF REGISTRATION FEE

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price
Registration Fee (1)
1.850% Senior Notes due 2018

$1,000,000,000
99.989%

$999,890,000

2.550% Senior Notes due 2020

$2,000,000,000
99.820%
$1,996,400,000
3.250% Senior Notes due 2022

$1,000,000,000
99.859%

$998,590,000

3.650% Senior Notes due 2026

$2,750,000,000
99.596%
$2,738,890,000
4.600% Senior Notes due 2035

$1,000,000,000
99.665%

$996,650,000

4.750% Senior Notes due 2046

$2,250,000,000
99.587%
$2,240,707,500
Total

$9,971,127,500
$1,158,646

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(To Prospectus dated March 4, 2014)

Gilead Sciences, Inc.
$10,000,000,000
$1,000,000,000 1.850% Senior Notes due 2018
$2,000,000,000 2.550% Senior Notes due 2020
$1,000,000,000 3.250% Senior Notes due 2022
$2,750,000,000 3.650% Senior Notes due 2026
$1,000,000,000 4.600% Senior Notes due 2035
$2,250,000,000 4.750% Senior Notes due 2046

We are offering $1,000,000,000 aggregate principal amount of 1.850% Senior Notes due 2018 (the "2018 notes"), $2,000,000,000 aggregate
principal amount of 2.550% Senior Notes due 2020 (the "2020 notes"), $1,000,000,000 aggregate principal amount of 3.250% Senior Notes due
2022 (the "2022 notes"), $2,750,000,000 aggregate principal amount of 3.650% Senior Notes due 2026 ( the "2026 notes"), $1,000,000,000
aggregate principal amount of 4.600% Senior Notes due 2035 (the "2035 notes") and $2,250,000,000 aggregate principal amount of 4.750% Senior
Notes due 2046 (the "2046 notes," and together with the 2018 notes, the 2020 notes, the 2022 notes, the 2026 notes, and the 2035 notes, the
"notes"). We will pay interest on the 2018 notes on March 4 and September 4 of each year, commencing on March 4, 2016. We will pay interest on
the 2020 notes, the 2022 notes, the 2026 notes, the 2035 notes and the 2046 notes on March 1 and September 1 of each year, commencing on
March 1, 2016.
We may redeem some or all of the notes of any series at any time and from time to time at the applicable redemption price described under
"Description of the Notes--Optional Redemption." If a change of control triggering event as described in this prospectus supplement under the
heading "Description of the Notes-- Change of Control" occurs, we will be required to offer to purchase the notes from the holders.
The notes will be our senior unsecured obligations and will rank equally with all our other unsecured obligations from time to time
outstanding.
The notes will not be listed on any securities exchange. There currently are no public markets for the notes.

See "Risk Factors" beginning on page S-8 of this prospectus supplement to read about certain risks you should consider before
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investing in the notes.

Proceeds to us,

Public Offering Price(1)

Underwriting Discount(2)

(before expenses)(1)
Per 2018 Note

99.989%

0.250%

99.739%
Per 2020 Note

99.820%

0.350%

99.470%
Per 2022 Note

99.859%

0.400%

99.459%
Per 2026 Note

99.596%

0.450%

99.146%
Per 2035 Note

99.665%

0.875%

98.790%
Per 2046 Note

99.587%

0.875%

98.712%
Total

$
9,971,127,500
$
54,312,500
$ 9,916,815,000

(1) Plus accrued interest, if any, from September 14, 2015, if settlement occurs after that date.
(2) See "Underwriting" for a description of the compensation payable to the underwriters.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities
or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The notes will be delivered in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, société anonyme, on or about
September 14, 2015.
Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

Goldman, Sachs & Co.

Barclays

Wells Fargo Securities
(2026 Notes and 2046 Notes)

(2026 Notes and 2046 Notes)

(2020 Notes and 2035 Notes)
HSBC

Morgan Stanley

Mizuho Securities
(2020 Notes and 2035 Notes)

(2018 Notes and 2022 Notes)

(2018 Notes and 2022 Notes)
Co-Managers

RBC Capital Markets

MUFG

SMBC Nikko

US Bancorp
The Williams Capital Group, L.P.

Evercore ISI
Financial Advisor

J. Wood Capital Advisors
September 9, 2015
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-i
WHERE YOU CAN FIND MORE INFORMATION
S-ii
SUMMARY
S-1
RISK FACTORS
S-8
FORWARD-LOOKING STATEMENTS
S-11
USE OF PROCEEDS
S-12
CAPITALIZATION
S-13
DESCRIPTION OF THE NOTES
S-14
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
S-27
UNDERWRITING
S-30
LEGAL MATTERS
S-34
EXPERTS
S-34
Prospectus

ABOUT THIS PROSPECTUS
ii
WHERE YOU CAN FIND MORE INFORMATION
ii
FORWARD-LOOKING STATEMENTS
iii
GILEAD SCIENCES, INC.
1
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RISK FACTORS
1
USE OF PROCEEDS
1
RATIO OF EARNINGS TO FIXED CHARGES
1
DESCRIPTION OF SECURITIES
2
DESCRIPTION OF DEBT SECURITIES
2
DESCRIPTION OF CAPITAL STOCK
12
DESCRIPTION OF WARRANTS
14
DESCRIPTION OF SUBSCRIPTION RIGHTS
15
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
16
PLAN OF DISTRIBUTION
17
LEGAL MATTERS
19
EXPERTS
19
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and
Exchange Commission (the "SEC") using a shelf registration process. Under the shelf registration process, we may offer from time to time (i) debt
securities, (ii) preferred stock, (iii) common stock, (iv) warrants to purchase debt securities, preferred stock, common stock or other securities,
(v) subscription rights to purchase debt securities, preferred stock, common stock or other securities, (vi) stock purchase contracts obligating
holders to purchase from or sell to us common stock or preferred stock at a future date or dates and (vii) stock purchase units. In the accompanying
prospectus, we provide you with a general description of the securities we may offer from time to time under our shelf registration statement. In
this prospectus supplement, we provide you with specific information about the notes that we are selling in this offering. Both this prospectus
supplement and the accompanying prospectus include important information about us, our debt securities and other information you should know
before investing. This prospectus supplement also adds, updates and changes information contained in the accompanying prospectus. You should
read both this prospectus supplement and the accompanying prospectus as well as the additional information described under "Where You Can Find
More Information" included elsewhere in this prospectus supplement before investing in the notes. To the extent there is a conflict between the
information contained in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any
document that has previously been filed with the SEC and is incorporated into this prospectus by reference, on the other hand, the information in
this prospectus supplement shall control.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus
and any free writing prospectus we have filed with the SEC relating to this offering. Neither we nor the underwriters have authorized anyone to
provide you with additional or different information. If anyone provided you with additional or different information, you should not rely on it.
Neither we nor the underwriters are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should
assume that the information contained in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference and
any free writing prospectus we have filed with the SEC relating to this offering is accurate only as of their respective dates. Our business, financial
condition, results of operations and prospects may have changed since those dates.
In this prospectus, except as otherwise indicated, "Gilead," the "Company," "we," "our," and "us" and similar terms refer to Gilead Sciences,
Inc. and its consolidated subsidiaries.

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Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. These reports, proxy statements and
other information can be read and copied at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information about the public reference room. The SEC maintains an internet site at http://www.sec.gov that
contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC, including us.
These reports, proxy statements and other information can also be read on our internet site at http://www.gilead.com. Information on our website is
not incorporated into this prospectus supplement or the accompanying prospectus.
The SEC allows us to "incorporate by reference" information into this prospectus supplement, which means that we can disclose important
information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be
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part of this prospectus supplement and the accompanying prospectus, except for any information superseded by information contained directly in
this prospectus supplement or any subsequently filed document deemed incorporated by reference. This prospectus supplement incorporates by
reference the documents set forth below that we have previously filed with the SEC:

· Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (filed with the SEC on February 25, 2015);

· Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (filed with the SEC on May 8, 2015);

· Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (filed with the SEC on August 5, 2015);

· Definitive Proxy Statement on Schedule 14A (filed with the SEC on March 27, 2015);

· Current Reports on Form 8-K (filed with the SEC on January 28, 2015 and May 8, 2015); and

· the description of our common stock which is contained in the Registration Statement on Form 8-A filed December 16, 1991, under the

Securities Exchange Act of 1934, as amended (the "Exchange Act"), including any amendment or report filed for the purpose of
updating such description.
All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus supplement and
before the termination of the offering shall also be deemed to be incorporated herein by reference. The most recent information that we file with
the SEC automatically updates and supersedes older information. The information contained in any such filing will be deemed to be a part of this
prospectus supplement, commencing on the date on which the document is filed.
We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future,
that are not deemed "filed" with the SEC, including our compensation committee report, performance graph and the certifications of our chief
executive officer and chief financial officer required by Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act and Section 1350 of Chapter 63
of Title 18 of the United States Code (included in or accompanying our Annual Report on Form 10-K for the fiscal year ended December 31, 2014
and our Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2015) or any information furnished pursuant to Items 2.02
or 7.01 of Form 8-K or certain exhibits furnished pursuant to Item 9.01 of Form 8-K.
We will provide without charge upon written or oral request to each person, including any beneficial owner, to whom a prospectus is
delivered, a copy of any or all of the documents which are incorporated by reference into this prospectus supplement and the accompanying
prospectus but not delivered with this prospectus supplement and the accompanying prospectus (other than exhibits to those documents unless such
exhibits are specifically incorporated by reference as an exhibit in this prospectus supplement and the accompanying prospectus). Requests should
be directed to Gilead Sciences, Inc., Attention: Investor Relations, 333 Lakeside Drive, Foster City, California 94404, Telephone: (650) 574-3000.

S-ii
Table of Contents
SUMMARY
This summary highlights selected information more fully described elsewhere in this prospectus supplement and the accompanying
prospectus. This summary does not contain all of the information you should consider before investing in the notes. You should read this
prospectus supplement, the accompanying prospectus, any free writing prospectus and the documents incorporated by reference herein and
therein carefully, especially the risks of investing in the notes discussed in "Risk Factors" below and in the incorporated documents.
Our Company
We are a research-based biopharmaceutical company that discovers, develops and commercializes innovative medicines in areas of
unmet medical need. With each new discovery and investigational drug candidate, we strive to transform and simplify care for people with
life-threatening illnesses around the world. Gilead's primary areas of focus include human immunodeficiency virus ("HIV"), liver diseases
such as chronic hepatitis C virus ("HCV") infection and chronic hepatitis B virus infection, oncology and inflammation, and serious
cardiovascular and respiratory conditions. We have operations in more than 30 countries worldwide, with headquarters in Foster City,
California. We continue to add to our existing portfolio of products through our internal discovery and clinical development programs and
through a product acquisition and in-licensing strategy.
Our portfolio of marketed products includes Harvoni®, Sovaldi®, Truvada®, Atripla®, Stribild®, Complera®/Eviplera®, Viread®,
Letairis®, Ranexa®, AmBisome®, Zydelig®, Emtriva®, Tybost®, Hepsera®, Vitekta®, Cayston®, and Tamiflu®. We have U.S. and
international commercial sales operations, with marketing subsidiaries in North and South America, Europe and Asia-Pacific. We also sell
and distribute certain products through our corporate partners under royalty-paying collaborative agreements.
* * *
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We were incorporated in Delaware on June 22, 1987. Our principal executive offices are located at 333 Lakeside Drive, Foster City,
California 94404. The telephone number of our principal executive offices is (650) 574-3000.
* * *
The HIV Market
We estimate that approximately 77% of all new patients starting HIV therapy in the United States begin treatment regimen with one of
our products. Among these products, we have three single tablet regimens: Atripla, Complera/Eviplera and Stribild. Studies have indicated
approximately a 20% lower risk of hospitalization in patients treated with a single tablet regimen versus those treated with two- or three-drug
regimens. We launched Atripla, our first single tablet regimen, in 2006. In 2011, we launched Complera/Eviplera, our second single tablet
regimen, which has also been approved by the United States Food and Drug Administration ("FDA") and the European Medicines Agency
("EMA") to be used by certain adult patients switching from another stable antiretroviral regimen. We received approval from the FDA and
EMA for Stribild, our third single tablet regimen, in 2012 and 2013, respectively. Both Stribild and Complera/Eviplera are now available in
the United States and over twenty countries in Europe, including the five largest countries: the United Kingdom, France, Germany, Italy and
Spain. We estimate that, since the launch of Complera and Stribild, approximately 53% and 52%, respectively, of the patients in the United
States taking each product were switching from another HIV treatment regimen and that 47% and 48%, respectively, of each such patient
population was new to HIV treatment. Based on data from 2015 reports, Stribild and Complera/Eviplera are the

S-1
Table of Contents
most and second-most prescribed treatment regimen, respectively, for patients new to HIV treatment in the United States, and the second-
most and most prescribed treatment regimen, respectively, for patients new to HIV treatment in the five largest countries in Europe.
The HCV Market
A 2014 study estimates that approximately 185 million individuals worldwide are infected with HCV. We estimate that approximately
7.7 million of these individuals are in the United States, France, Germany, Italy, Spain, United Kingdom and Japan and approximately
12.1 million individuals are in the rest of Europe and Latin America, with the majority of those in each region being genotype 1-infected HCV
patients. We also estimate that approximately 70.8 million individuals in Asia (excluding Japan) are infected with HCV.
We have two products for the treatment of HCV: Sovaldi, indicated for the treatment of patients with HCV genotypes 1, 2, 3 and 4
infection (in the United States and European Union) and genotypes 5 and 6 infection (in the European Union), including those with
hepatocellular carcinoma meeting Milan criteria (awaiting liver transplantation) and those with HCV/HIV-1 co-infection, and Harvoni, the
first once-daily single tablet regimen for the treatment of HCV genotype 1 infection in adults (in the United States and European Union) and
genotypes 3 (certain subgroups) and 4 (in the European Union). We launched Sovaldi in the United States upon FDA approval in December
2013 and in the European Union upon EMA approval in January 2014. We launched Harvoni in the United States upon FDA approval in
October 2014 and in the European Union upon EMA approval in November 2014. As of June 30, 2015, we estimate that approximately
470,000 HCV patients have been treated with Sovaldi and Harvoni (consisting of approximately 274,000 patients in the United States, 87,000
patients in Europe and 109,000 patients in the rest of the world). We believe HCV prevalence and currently low diagnosis rate represent an
opportunity for growth in HCV treatment.

S-2
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The Offering

Issuer
Gilead Sciences, Inc., a Delaware corporation.
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Securities offered
$1,000,000,000 aggregate principal amount of 1.850% Senior Notes due 2018 (the
"2018 notes").

$2,000,000,000 aggregate principal amount of 2.550% Senior Notes due 2020 (the

"2020 notes").

$1,000,000,000 aggregate principal amount of 3.250% Senior Notes due 2022 (the

"2022 notes").

$2,750,000,000 aggregate principal amount of 3.650% Senior Notes due 2026 (the

"2026 notes").

$1,000,000,000 aggregate principal amount of 4.600% Senior Notes due 2035 (the

"2035 notes").

$2,250,000,000 aggregate principal amount of 4.750% Senior Notes due 2046 (the

"2046 notes").

Maturity
The 2018 notes will mature on September 4, 2018.

The 2020 notes will mature on September 1, 2020.

The 2022 notes will mature on September 1, 2022.

The 2026 notes will mature on March 1, 2026.

The 2035 notes will mature on September 1, 2035.

The 2046 notes will mature on March 1, 2046.

Interest payment dates
We will pay interest on the 2018 notes on March 4 and September 4 of each year,
commencing on March 4, 2016. We will pay interest on the 2020 notes, the 2022 notes,
the 2026 notes, the 2035 notes and the 2046 notes on March 1 and September 1 of each
year, commencing on March 1, 2016.

Interest rate
The 2018 notes will bear interest at 1.850% per year. The 2020 notes will bear interest
at 2.550% per year. The 2022 notes will bear interest at 3.250% per year. The 2026
notes will bear interest at 3.650% per year. The 2035 notes will bear interest at 4.600%
per year. The 2046 notes will bear interest at 4.750% per year.

Optional redemption
We may redeem the notes of any series, in whole or in part, at any time and from time
to time at the applicable redemption price described herein under "Description of the
Notes--Optional Redemption."

Change of control offer
If we experience a "Change of Control Triggering Event" (as defined in "Description of
the Notes--Change of Control"), we will be required, except with respect to any series
of notes for which we have exercised our option to redeem the notes of such series in
full, to offer to purchase the notes at a purchase price equal to 101% of their principal
amount, plus accrued and unpaid interest to the date of repurchase. See "Description of
the Notes--Change of Control."

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Table of Contents
Certain covenants
The indenture governing the notes contains certain restrictions, including a limitation
that restricts our ability and the ability of certain of our subsidiaries to create or incur
secured indebtedness, enter into sale and leaseback transactions and consolidate, merge
or transfer all or substantially all of our assets and the assets of our subsidiaries. See
"Description of the Notes--Certain Covenants."

Events of default
An "Event of Default" under the indenture in respect of the notes of a particular series
is:

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·
default for 30 days in payment of interest on the notes of such series;

· default in payment of principal or any premium on the notes of such series;

· failure by us for 90 days after notice to us to comply with any of our other

agreements in the applicable indenture for the benefit of holders of the notes of such
series;

· certain events of bankruptcy, insolvency or reorganization; and

· the occurrence with respect to any debt of the Company individually or in the
aggregate in excess of $100,000,000 of (i) an event of default that results in such
debt becoming due and payable prior to its scheduled maturity (after giving effect to

any applicable grace period) or (ii) the failure to make any payment when due
(including any applicable grace period), which results in the acceleration of the
maturity of such debt, in each case without such acceleration having been rescinded,
annulled or otherwise cured.

See "Description of the Notes--Events of Default."

Ranking
The notes will be our senior unsecured obligations and will rank equally with all our
other senior unsecured obligations, including all other unsubordinated securities issued
under the indenture governing the notes, from time to time outstanding. The indenture
governing the notes provides for the issuance by us from time to time of senior
unsecured indebtedness in an unlimited amount. See "Description of the Notes--
Ranking."

Form and denomination
The notes of each series will be issued in fully registered form in denominations of
$2,000 and in integral multiples of $1,000 in excess thereof.

DTC eligibility
The notes of each series will be represented by global certificates deposited with, or on
behalf of, The Depository Trust Company, which we refer to as DTC, or its nominee.
See "Description of the Notes--Book-Entry; Delivery and Form of Notes."

S-4
Table of Contents
Use of proceeds
We estimate that the net proceeds from this offering, after deducting underwriters'
discounts and estimated offering expenses payable by us, will be approximately
$9.91 billion. We intend to use the net proceeds from this offering for general corporate
purposes, which may include the repayment of debt, working capital, payment of
dividends and the repurchase of our outstanding common stock pursuant to our
authorized share repurchase program. See "Use of Proceeds."

Risk factors
You should carefully read and consider the information set forth in the section entitled
"Risk Factors" beginning on page S-8 of this prospectus supplement and the risk factors
set forth in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015,
incorporated herein by reference, before investing in the notes.

No listing of the notes
We do not intend to apply to list any series of notes on any securities exchange or to
have any series of notes quoted on any automated quotation system.

Re-opening of the notes
We may from time to time, without the consent of the holders of such series of notes,
create and issue further notes of such series having the same terms and conditions in all
respects as the notes of such series being offered hereby, except for the issue date, the
public offering price and, in some cases, the date of the first payment of interest thereon.
Additional notes issued in this manner will be consolidated with, and will form a single
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series with, the applicable series of notes being offered hereby.

Governing law
The notes and the indenture governing the notes will be governed by and construed in
accordance with the laws of the State of New York.

Trustee, registrar and paying agent
Wells Fargo Bank, National Association.

S-5
Table of Contents
Summary Consolidated Financial Data
The following summary consolidated financial data for the six months ended June 30, 2015 and 2014 are derived from our unaudited
condensed consolidated financial statements, except for Other data. The following summary consolidated financial data for the years ended
December 31, 2014, 2013 and 2012 are derived from our audited consolidated financial statements, except for Other data. The summary
consolidated financial data should be read in conjunction with (i) our consolidated financial statements, and the related notes thereto, as
provided in our Annual Report on Form 10-K for the year ended December 31, 2014, (ii) our condensed consolidated financial statements and
the related notes thereto, as provided in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and (iii) the sections entitled
"Management's Discussion and Analysis of Financial Condition and Results of Operations" as provided in our Annual Report on Form 10-K
for the year ended December 31, 2014 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, each of which is
incorporated by reference into this prospectus supplement. Our historical results are not necessarily indicative of our future results and our
interim results are not necessarily indicative of results to be expected for the full year ending December 31, 2015, or any other period.

Six months ended
Year ended

June 30,

December 31,

(in millions)

2015

2014

2014

2013

2012

(unaudited)

Consolidated statement of income data:

Total revenues
$15,838
$11,534 $24,890 $11,202 $ 9,702
Total costs and expenses(1)

4,851 4,079 9,625 6,678
5,692
Income from operations
10,987
7,455 15,265 4,524
4,010
Provision for income taxes

1,921 1,382 2,797 1,151
1,038
Net income attributable to Gilead

8,825 5,883 12,101 3,075
2,592
Consolidated statement of cash flows data:

Net cash provided by operating activities
11,359
5,753 12,818 3,105
3,195
Net cash used in investing activities
(5,851)

(648) (1,823)
(254) (11,846)
Net cash provided by (used in) financing activities
(8,063)
1,513 (3,025) (2,544)
563

June 30,
December 31,

(in millions)

2015

2014

2013

2012

(unaudited)

Consolidated balance sheet data:

Cash, cash equivalents and marketable securities

$ 14,667
$11,726
$ 2,571
$ 2,582
Working capital

9,168
11,953

590
1,918
Total assets(2)

39,167
34,664
22,579
21,240
Other long-term obligations

760

535

179

250
Convertible senior notes, senior unsecured notes and credit facility(3)

12,274
12,404
6,636
8,224
Retained earnings

16,038
12,732
6,106
3,705
Total stockholders' equity

16,634
15,819
11,745
9,544

Six months ended

June 30,

Year ended December 31,

2015

2014
2013
2012
2011
2010
Other data:

Ratio of earnings to fixed charges

36.0x 35.5x 14.1x 10.5x 17.6x 31.9x

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(1)
During 2012, we recorded $193.9 million of stock-based compensation related to the acquisition of Pharmasset, Inc. ("Pharmasset").
(2)
During 2012, we completed the acquisition of Pharmasset, and we recognized consideration transferred of $11.05 billion which was
primarily recorded in intangible assets. We financed the transaction with approximately $5.20 billion in cash on hand, $2.15 billion in
bank debt issued in January 2012 and $3.70 billion in senior unsecured notes issued in December 2011.
(3)
During the six months ended June 30, 2015, we repaid $140.0 million of principal balance of our convertible senior notes due in May
2016 and paid $508 million in cash related to the conversion spread of the notes.
During 2014, we issued senior unsecured notes for a total aggregate principal amount of $8.0 billion. We also repaid $912.0 million of
principal balance of convertible senior notes, $2.5 billion in cash related to the conversion spread of the notes, $750.0 million for senior
unsecured notes and $600.0 million under our five-year revolving credit facility credit agreement.
During 2013, we repaid $1.52 billion of principal balance of convertible senior notes and repaid $150.0 million under our five-year
revolving credit facility credit agreement.
During 2012, we borrowed $750.0 million under our five-year revolving credit facility credit agreement.

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RISK FACTORS
Investing in the notes involves a high degree of risk. You should carefully consider the risks described below and all of the information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus before deciding whether to purchase the
notes. In addition, you should carefully consider, among other things, the matters discussed under "Risk Factors" in our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2015 and in other documents that we subsequently file with the SEC, all of which are incorporated by
reference into this prospectus supplement. The risks and uncertainties described below or in the documents incorporated by reference herein are
not the only risks and uncertainties we face. Additional risks and uncertainties of which we are unaware, or that we currently deem immaterial,
also may become material factors that affect us. If any of the following risks or those incorporated by reference herein occurs or intensifies, our
business, financial condition or results of operations could be materially and adversely affected. If this were to happen, the value of the notes
could decline significantly, and you may lose some or all of your investment. In connection with the forward-looking statements in this prospectus
supplement, you should also carefully review the cautionary statements under "Forward-Looking Statements."
Risks Related to this Offering and the Notes
The notes are obligations exclusively of the Company and not of its subsidiaries, and payment to holders of the notes will be structurally
subordinated to the claims of our subsidiaries' creditors.
The notes are obligations exclusively of Gilead Sciences, Inc., and are not guaranteed by any of its subsidiaries. As a result, our debt is
"structurally subordinated" to all existing and future debt, trade creditors, and other liabilities of our subsidiaries. Our rights, and hence the rights of
our creditors, to participate in any distribution of assets of any subsidiary upon its liquidation or reorganization or otherwise would be subject to the
prior claims of that subsidiary's creditors, except to the extent that our claims as a creditor of such subsidiary may be recognized. The indenture
governing the notes does not restrict our or our subsidiaries' ability to incur unsecured indebtedness, to pay dividends or make distributions on, or
redeem or repurchase our equity securities, or to engage in highly leveraged transactions that would increase the level of our indebtedness. As of
June 30, 2015, our subsidiaries had approximately $2.9 billion of outstanding indebtedness and other obligations (excluding intercompany
liabilities), which consists primarily of accounts payable and accrued liabilities.
The notes will be effectively junior to secured indebtedness that we may issue in the future.
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The notes are unsecured. As of the date hereof, we had no secured debt outstanding. Holders of our secured debt that we may issue in the
future may foreclose on the assets securing such debt, reducing the cash flow from the foreclosed property available for payment of unsecured
debt, including the notes. Holders of our secured debt also would have priority over unsecured creditors in the event of our bankruptcy, liquidation
or similar proceeding. As a result, the notes will be effectively junior to any secured debt that we may issue in the future.
Redemption may adversely affect your return on the notes.
Each series of notes is redeemable at our option, and therefore we may choose to redeem the notes at times when prevailing interest rates are
relatively low. As a result, you may not be able to reinvest the proceeds you receive from the redemption in a comparable security at an effective
interest rate as high as the interest rate on your notes being redeemed.
We may not be able to repurchase all of the notes upon a Change of Control Triggering Event.
As described under "Description of the Notes--Change of Control," we will be required to offer to repurchase the notes upon the occurrence
of a Change of Control Triggering Event. We may not have sufficient funds to repurchase the notes in cash at that time or have the ability to
arrange financing on acceptable terms.

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An increase in interest rates could result in a decrease in the relative value of the notes.
In general, as market interest rates rise, notes bearing interest at a fixed rate generally decline in value because the premium, if any, over
market interest rates will decline. Consequently, if you purchase the notes and market interest rates increase, the market values of your notes may
decline. We cannot predict the future level of market interest rates.
There are limited covenants in the indenture governing the notes and the terms of the notes do not prohibit us from taking other action
that could negatively impact holders of the notes.
We are not restricted under the terms of the notes or the indenture governing the notes from incurring additional indebtedness or issuing
preferred equity. The terms of the indenture limit our ability to create, grant or incur liens or enter into sale and leaseback transactions. However,
these limitations are subject to numerous exceptions. See "Description of the Notes--Certain Covenants." In addition, the notes do not require us to
achieve or maintain any minimum financial results relating to our financial position or results of operations. Our ability to recapitalize, incur
additional debt, secure existing or future debt or take a number of other actions that are not limited by the terms of the indenture and the notes,
including repurchasing indebtedness or capital stock or paying dividends, could have the effect of diminishing our ability to make payments on the
notes when due.
Our financial performance and other factors could adversely impact our ability to make payments on the notes.
Our ability to make scheduled payments with respect to our indebtedness, including the notes, will depend on our financial and operating
performance, which, in turn, are subject to prevailing economic conditions and to financial, business and other factors beyond our control.
There are no public markets for the notes.
The notes are new issues of securities for which there currently are no trading markets. As a result, we can give no assurances that any
markets will develop for the notes or that you will be able to sell the notes. If any of the notes are traded after their initial issuance, they may trade
at a discount from their initial offering prices. Future trading prices of the notes will depend on many factors, including prevailing interest rates, the
market for similar securities, general economic conditions, our financial condition and performance, as well as other factors. Accordingly, you may
be required to bear the financial risk of an investment in the notes for an indefinite period of time. We do not intend to apply for listing or
quotation of the notes on any securities exchange or automated quotation system, respectively.
Our credit ratings may not reflect all risks of your investment in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in
our credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of risks relating to
structure or marketing of the notes. Agency ratings are not a recommendation to buy, sell or hold any security and may be revised or withdrawn at
any time by the issuing organization. An agency's rating should be evaluated independently of any other agency's rating.
Increased leverage may harm our financial condition and results of operations.
As of June 30, 2015, we had approximately $12.3 billion of total debt on a consolidated basis (or approximately $22.3 billion of total debt on
a consolidated basis after giving effect to this offering). We and our subsidiaries may incur additional indebtedness in the future and, subject to
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