Obligation Gilead Medica 4.5% ( US375558BA09 ) en USD

Gilead Medica

88.75 % ▲

Etats-unis

US375558BA09 ( en USD )

4.5% par an ( paiement semestriel )

31/01/2045

Prospectus brochure de l'obligation Gilead Sciences US375558BA09 en USD 4.5%, échéance 31/01/2045

2 000 USD

1 750 000 000 USD

375558BA0

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

01/08/2026 ( Dans 175 jours )

Gilead Sciences est une société biopharmaceutique américaine spécialisée dans la découverte, le développement et la commercialisation de traitements contre des maladies graves, notamment le VIH/SIDA, l'hépatite B et C, et le cancer.

L'Obligation émise par Gilead Medica ( Etats-unis ) , en USD, avec le code ISIN US375558BA09, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2045

L'Obligation émise par Gilead Medica ( Etats-unis ) , en USD, avec le code ISIN US375558BA09, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Gilead Medica ( Etats-unis ) , en USD, avec le code ISIN US375558BA09, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 d818424d424b5.htm 424B5
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)
2.350% Senior Notes due 2020
$500,000,000
99.772%
$498,860,000
3.500% Senior Notes due 2025
$1,750,000,000
99.906%
$1,748,355,000
4.500% Senior Notes due 2045
$1,750,000,000
99.413%
$1,739,727,500
Total

$3,986,942,500
$463,282.72

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
(To Prospectus dated March 4, 2014)

Gilead Sciences, Inc.
$4,000,000,000
$500,000,000 2.350% Senior Notes due 2020
$1,750,000,000 3.500% Senior Notes due 2025
$1,750,000,000 4.500% Senior Notes due 2045

We are offering $500,000,000 aggregate principal amount of 2.350% Senior Notes due 2020 (the "2020 notes"), $1,750,000,000 aggregate
principal amount of 3.500% Senior Notes due 2025 (the "2025 notes") and $1,750,000,000 aggregate principal amount of 4.500% Senior Notes due
2045 (the "2045 notes," and together with the 2020 notes and the 2025 notes, the "notes"). We will pay interest on the notes on February 1 and
August 1 of each year, commencing on August 1, 2015.
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
investing in the notes.

Proceeds to us,
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Public Offering Price(1)

Underwriting Discount(2)

(before expenses)(1)
Per 2020 Note

99.772%

0.350%

99.422%
Per 2025 Note

99.906%

0.450%

99.456%
Per 2045 Note

99.413%

0.875%

98.538%
Total

$
3,986,942,500
$
24,937,500
$ 3,962,005,000

(1)
Plus accrued interest, if any, from November 17, 2014, 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
November 17, 2014.
Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan
Barclays

HSBC
Co-Managers

Goldman, Sachs & Co.

MUFG

Mizuho Securities

RBC Capital Markets
SMBC Nikko
US Bancorp
Wells Fargo
The Williams

Securities

Capital Group, L.P.
November 12, 2014
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-33
EXPERTS
S-33
Prospectus

ABOUT THIS PROSPECTUS
ii
WHERE YOU CAN FIND MORE INFORMATION
ii
FORWARD-LOOKING STATEMENTS
iii
GILEAD SCIENCES, INC.
1
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
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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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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
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, 2013 (filed with the SEC on February 25, 2014);

· Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (filed with the SEC on May 7, 2014);

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· Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 (filed with the SEC on August 4, 2014);

· Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (filed with the SEC on November 5, 2014);

· Definitive Proxy Statement on Schedule 14A (filed with the SEC on March 24, 2014);

· Current Reports on Form 8-K (filed with the SEC on January 9, 2014, January 29, 2014, March 7, 2014, May 8, 2014, June 2, 2014 and

August 15, 2014); 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, 2013
and our Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2014) 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.

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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-iii
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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 B virus infection and chronic hepatitis C virus ("HCV") infection, oncology and inflammation, and serious
cardiovascular and respiratory conditions. We have operations in North and South America, Europe and Asia-Pacific. 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 Sovaldi®, Stribild®, Complera®/Eviplera®, Atripla®, Truvada®, Viread®, Vitekta®,
Tybost®, Zydelig®, Hepsera®, Emtriva®, Letairis®, Ranexa®, AmBisome®, Cayston®, Tamiflu® and Harvoni®. We have U.S. and
international commercial sales operations, with marketing subsidiaries in North and South America, Europe and Asia-Pacific. In addition, 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 HCV Market
A 2011 study estimates that approximately 160 million individuals worldwide are infected with HCV. We estimate that approximately
7.9 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 are infected with HCV, with approximately 40% of those being
genotype 1-infected HCV patients. On October 10, 2014, we received U.S. Food and Drug Administration ("FDA") approval of Harvoni, the
first once-daily single tablet regimen for the treatment of chronic HCV genotype 1 infection in adults with a treatment duration of eight, 12 or
24 weeks depending on prior treatment history. We believe that up to half of naive, non-cirrhotic genotype 1-infected HCV patients in the
United States are potentially eligible for an eight week Harvoni regimen.
The HIV Market
We have three single tablet regimens for the treatment of HIV for patients new to antiretroviral therapy: Atripla, Complera/Eviplera and
Stribild. We launched Atripla, our first single tablet regimen, in 2006. In

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2011, we launched Complera/Eviplera, our second single tablet regimen, which has also been approved by the FDA and 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. We estimate that, as of approximately 21 months
after the launch of Complera and Stribild, approximately 60% and 58%, respectively, of the patients in the United States taking each product
were switching from another HIV treatment regimen and that 40% and 58%, respectively, of each such patient population was new to HIV
treatment.
On November 6, 2014, we announced that we submitted a new drug application ("NDA") to the FDA for our investigational, once-daily
single tablet regimen containing elvitegravir 150 mg, cobicistat 150 mg, emtricitabine 200 mg and tenofovir alafenamide ("TAF") 10 mg
("E/C/F/TAF") for the treatment of HIV-1 infection in adults. The data submitted in the NDA support the use of the regimen among adult and
adolescent treatment-naive HIV individuals, virologically suppressed patients who switch regimens and those with renal impairment. If
approved, E/C/F/TAF would be our first single tablet regimen to contain TAF.

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The Offering

Issuer
Gilead Sciences, Inc., a Delaware corporation.

Securities offered
$500,000,000 aggregate principal amount of 2.350% Senior Notes due 2020 (the "2020
notes").
$1,750,000,000 aggregate principal amount of 3.500% Senior Notes due 2025 (the
"2025 notes").
$1,750,000,000 aggregate principal amount of 4.500% Senior Notes due 2045 (the
"2045 notes").

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Maturity
The 2020 notes will mature on February 1, 2020.
The 2025 notes will mature on February 1, 2025.
The 2045 notes will mature on February 1, 2045.

Interest payment dates
We will pay interest on the notes on February 1 and August 1 of each year, commencing
on August 1, 2015.

Interest rate
The 2020 notes will bear interest at 2.350% per year. The 2025 notes will bear interest
at 3.500% per year. The 2045 notes will bear interest at 4.500% 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."

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:

· 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;

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· 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."
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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."

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
$3.96 billion. We intend to use the net proceeds from this offering for general corporate
purposes, which may include the repayment of certain of our indebtedness, debt-related
payments, working capital 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 September 30,
2014, 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.

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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
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.

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Summary Consolidated Financial Data
The following summary consolidated financial data for the nine months ended September 30, 2014 and 2013 are derived from our
unaudited condensed consolidated financial statements. The following summary consolidated financial data for the years ended December 31,
2013, 2012 and 2011 are derived from our audited consolidated financial statements. 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, 2013, (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 September 30, 2014 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,
2013 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, each of which is incorporated by reference into this
prospectus supplement.

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Nine months ended
Year ended

September 30,

December 31,

(in thousands)

2014

2013

2013

2012

2011

(unaudited)

Consolidated statements of income data:

Total revenues

$17,575,731 $ 8,081,862 $11,201,688 $ 9,702,517 $8,385,385
Total costs and expenses(1)

6,641,103 4,754,904 6,677,689
5,692,342 4,595,544
Income from operations

10,934,628 3,326,958 4,523,999
4,010,175 3,789,841
Provision for income taxes

2,029,060
824,892 1,150,933
1,038,381
861,945
Net income attributable to Gilead

8,614,277 2,283,397 3,074,808
2,591,566 2,803,637
Consolidated statements of cash flows data:

Net cash provided by operating activities

9,797,333 2,378,201 3,104,988
3,194,716 3,639,010
Net cash provided by (used in) investing activities

(1,418,241)
(470,765)
(254,355) (11,846,054) 3,589,845
Net cash provided by (used in) financing activities

(4,258,876) (1,698,882) (2,543,941)
563,346 1,763,569

Nine months ended
Year ended

September 30,

December 31,

(in thousands)

2014

2013

2012

2011

(unaudited)

Consolidated balance sheet data:

Cash, cash equivalents and marketable securities

$
7,691,726
$ 2,570,590
$ 2,582,086
$ 9,963,972
Working capital

6,507,079

948,332
1,918,450
11,431,584
Total assets(3)

28,844,393
22,496,785
21,239,838
17,303,134
Other long-term obligations(2)

482,542

178,626

270,505

207,195
Convertible senior notes, senior unsecured notes and credit
facility(4)

9,410,059
6,635,678
8,223,988
7,605,734
Retained earnings

11,247,655
6,105,244
3,704,744
1,776,760
Total stockholders' equity

13,863,610
11,744,501
9,543,722
6,867,349

Nine months ended

September 30,

Year ended December 31,

2014

2013
2012
2011
2010
2009
Other data:

Ratio of earnings to fixed charges

37.0x 14.1x 10.5x 17.6x 31.9x 42.1x

S-6
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(1)
During 2012, we recorded $100.1 million and $93.8 million of stock-based compensation in research and development ("R&D")
expenses and selling, general and administrative expenses, respectively, related to the acquisition of Pharmasset, Inc. ("Pharmasset").
During 2011, we recorded $26.6 million of impairment charges in R&D expense related to certain in-process research and development
assets acquired from CGI Pharmaceuticals, Inc.
(2)
Certain prior period amounts have been reclassified to conform with the current presentation.
(3)
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.
(4)
During the nine months ended September 30, 2014, we repaid $656.6 million of principal balance of convertible senior notes and repaid
$600.0 million under our five-year revolving credit facility credit agreement.
In March 2014, we issued senior unsecured notes in a registered offering for a total aggregate principal amount of $4.00 billion.
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. During 2011, we issued $4.70
billion principal amount of senior unsecured notes in registered offerings.
In May 2011, our 0.50% convertible senior notes due 2011 matured and we repaid the aggregate principal balance of $650.0 million.

S-7
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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 September 30, 2014 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
September 30, 2014, our subsidiaries had approximately $2.1 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.
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.
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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 September 30, 2014, we had approximately $9.4 billion of total debt on a consolidated basis. We and our subsidiaries may incur
additional indebtedness in the future and, subject to limitations on the amount of secured indebtedness we may incur as described under
"Description of the Notes," the indenture governing the notes will not restrict us from incurring indebtedness in the future. This increase and any
future increase in our level of indebtedness will have several important effects on our future operations, including, without limitation:

· we will have additional cash requirements in order to support the payment of interest on our outstanding indebtedness;

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· increases in our outstanding indebtedness and leverage may increase our vulnerability to adverse changes in our business;

· our ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes may be

reduced;

· our flexibility in planning for, or reacting to, changes in our business and our industry may be reduced; and

· our flexibility to make acquisitions and develop new products may be limited.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents incorporated by reference contain forward-looking statements regarding future events and our
future results that are subject to the safe harbors created under the Securities Act of 1933, as amended (the "Securities Act"), and the Exchange
Act. Words such as "expect," "anticipate," "target," "goal," "project," "hope," "intend," "plan," "believe," "seek," "estimate," "continue," "may,"
"could," "should," "might," 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 cost
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Document Outline

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