Obligation Gilead Biosciences Inc 1.85% ( US375558BR34 ) en USD

Gilead Biosciences Inc

100 % ⇌

Etas-Unis

US375558BR34 ( en USD )

1.85% par an ( paiement semestriel )

19/09/2019 - Obligation échue

Prospectus brochure de l'obligation Gilead Sciences Inc US375558BR34 en USD 1.85%, échue

2 000 USD

1 000 000 000 USD

375558BR3

N/A

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

L'Obligation émise par Gilead Biosciences Inc ( Etas-Unis ) , en USD, avec le code ISIN US375558BR34, paye un coupon de 1.85% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/09/2019

424B5 1 a2233303z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS Prospectus Supplement
TABLE OF CONTENTS
Table of Contents
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)

Floating Rate Notes due September 2018

$750,000,000
100%

$750,000,000

Floating Rate Notes due March 2019

$750,000,000
100%

$750,000,000

Floating Rate Notes due September 2019

$500,000,000
100%

$500,000,000

1.850% Senior Notes due 2019
$1,000,000,000
99.965%

$999,650,000

Total

$2,999,650,000
$347,660

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-220283
Prospectus Supplement
(To Prospectus dated August 31, 2017)
Gilead Sciences, Inc.
$3,000,000,000
$750,000,000 Floating Rate Notes due September 2018
$750,000,000 Floating Rate Notes due March 2019
$500,000,000 Floating Rate Notes due September 2019
$1,000,000,000 1.850% Senior Notes due 2019
We are offering $750,000,000 aggregate principal amount of Floating Rate Notes due September 2018 (the "September 2018 floating rate notes"),
$750,000,000 aggregate principal amount of Floating Rate Notes due March 2019 (the "March 2019 floating rate notes"), $500,000,000 aggregate
principal amount of Floating Rate Notes due September 2019 (the "September 2019 floating rate notes," and together with the September 2018 floating
rate notes and the March 2019 floating rate notes, the "floating rate notes") and $1,000,000,000 aggregate principal amount of 1.850% Senior Notes due
2019 (the "fixed rate notes" and, together with the floating rate notes, the "notes"). We will pay interest on the floating rate notes on March 20, June 20,
September 20 and December 20 of each year, commencing on December 20, 2017. We will pay interest on the fixed rate notes on March 20 and
September 20 of each year, commencing on March 20, 2018. The September 2018 floating rate notes will mature on September 20, 2018, the
March 2019 floating notes will mature on March 20, 2019, the September 2019 floating notes will mature on September 20, 2019, and the fixed rate
notes will mature on September 20, 2019.
We may redeem some or all of the fixed rate notes at any time and from time to time at the applicable redemption price as further described under
"Description of the Notes--Optional Redemption." We will not have the option to redeem any series of the floating rate notes, in whole or in part, prior
to the maturity date. 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. We will be required to redeem all the notes under the
circumstances and at the redemption price described in this prospectus supplement under the heading "Description of the Notes--Special Mandatory
Redemption."
https://www.sec.gov/Archives/edgar/data/882095/000104746917005925/a2233303z424b5.htm[9/19/2017 10:12:07 AM]

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-9 of this prospectus supplement to read about certain risks you should consider before investing
in the notes.

Public Offering
Underwriting
Proceeds to us,

Price(1)

Discount(2)
(before expenses)(1)

Per September 2018 floating rate note

100.000%

0.075%

99.925%

Per March 2019 floating rate note

100.000%

0.125%

99.875%

Per September 2019 floating rate note

100.000%

0.200%

99.800%

Per fixed rate note

99.965%

0.200%

99.765%

Total

$2,999,650,000
$4,500,000

$2,995,150,000

(1)
Plus accrued interest, if any, from September 21, 2017, 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 21, 2017.
Joint Book-Running Managers
BofA Merrill Lynch

Wells Fargo Securities
Barclays

J.P. Morgan

Morgan Stanley
Co-Managers
Citigroup
Goldman Sachs & Co. LLC

HSBC

Mizuho Securities
MUFG

RBC Capital Markets

SMBC Nikko
US Bancorp
Evercore ISI

Lazard

The Williams Capital
Group, L.P.

September 14, 2017
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-9
FORWARD-LOOKING STATEMENTS
S-16
USE OF PROCEEDS
S-17
https://www.sec.gov/Archives/edgar/data/882095/000104746917005925/a2233303z424b5.htm[9/19/2017 10:12:07 AM]

CAPITALIZATION
S-18
DESCRIPTION OF THE NOTES
S-19
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-34
UNDERWRITING
S-39
LEGAL MATTERS
S-43
EXPERTS
S-43
Prospectus

Page

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
DESCRIPTION OF DEPOSITARY SHARES

14
DESCRIPTION OF WARRANTS

15
DESCRIPTION OF SUBSCRIPTION RIGHTS

16
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS

16
PLAN OF DISTRIBUTION

17
LEGAL MATTERS

18
EXPERTS

19
It is expected that delivery of the notes will be made against payment therefor on or about September 21, 2017, which is the fifth business day
following the date of the pricing of the notes ("T+5"). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), trades in the secondary market generally are required to settle in two business days unless the parties to that trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the notes on or after the date of pricing but prior to the closing date may be required, by
virtue of the fact that the notes initially will settle in T+5, to specify an alternative settlement cycle at the time of any such trade to prevent
failed settlement and should consult their own advisers.
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) common stock, (iii) preferred stock, (iv) depositary receipts, representing fractional shares of our preferred stock, (v) warrants to purchase debt
securities, preferred stock or common stock, (vi) subscription rights to purchase debt securities, preferred stock or common stock, (vii) stock purchase
contracts obligating holders to purchase from or sell to us common stock or preferred stock at a future date or dates and (viii) 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 and any free writing prospectus we have filed with the SEC relating to this
offering 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
https://www.sec.gov/Archives/edgar/data/882095/000104746917005925/a2233303z424b5.htm[9/19/2017 10:12:07 AM]

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.
Disclosure relating to Kite Pharma, Inc., a Delaware corporation ("Kite Pharma"), has been taken from its filings under the Exchange Act.
S-i
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 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, 2016 (filed with the SEC on February 27, 2017);
·
Definitive Proxy Statement on Schedule 14A (filed with the SEC on March 27, 2017);
·
Quarterly Reports on Form 10-Q (filed with the SEC on May 10, 2017 and August 7, 2017); and
·
Current Reports on Form 8-K (filed with the SEC on February 8, 2017, February 21, 2017, May 12, 2017, August 28, 2017 and
September 13, 2017) and Amendment to Current Report on Form 8-K/A (filed with the SEC on May 18, 2017).
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 latest Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q
incorporated by reference herein) 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
Kite Pharma is also subject to the information and reporting requirements of the Exchange Act and files periodic reports and other information with
the SEC. These periodic reports and other information are available for inspection and copying at the SEC's public reference room and by accessing the
internet site of the SEC referred to above.
https://www.sec.gov/Archives/edgar/data/882095/000104746917005925/a2233303z424b5.htm[9/19/2017 10:12:07 AM]

S-iii
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. We have operations in more than 30 countries worldwide, with headquarters in Foster City, California. Our primary areas of focus
include human immunodeficiency virus, liver diseases such as chronic hepatitis C virus infection and chronic hepatitis B virus infection,
hematology/oncology, cardiovascular and inflammation/respiratory diseases. We seek to add to our existing portfolio of products through our internal
discovery and clinical development programs and through product acquisition and in-licensing strategies.
Our portfolio of marketed products includes AmBisome®, Atripla®, Cayston®, Complera®/Eviplera®, Descovy®, Emtriva®, Epclusa®,
Genvoya®, Harvoni®, Hepsera®, Letairis®, Odefsey®, Ranexa®, Sovaldi®, Stribild®, Truvada®, Tybost®, Vemlidy®, Viread®, Vosevi® and
Zydelig®. We have U.S. and international commercial sales operations, with marketing subsidiaries in over 30 countries. We also sell and distribute
certain products through our corporate partners under royalty-paying collaborative agreements.
* * *
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.
Recent Developments
Proposed Acquisition of Kite Pharma, Inc.
On August 28, 2017, we announced that we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Kite Pharma, and
Dodgers Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and our wholly owned subsidiary, pursuant to which we will acquire Kite Pharma.
The Acquisition (as defined below) values Kite Pharma at approximately $11.9 billion, including an estimated cash purchase price of $10.9 billion and
$1.0 billion of unvested equity-based awards that will be issued to Kite Pharma's employees upon close of the Acquisition.
We have received bridge loan commitments of $9.0 billion in connection with potential interim financing of the Acquisition. We currently plan to
finance the transaction with approximately $3.0 billion cash on hand, up to $6.0 billion of borrowings under available term loan facilities (the "New
Term Loan Facilities") and the proceeds of this offering. The Acquisition is not conditioned on financing and is expected to be completed in the fourth
quarter of 2017. However, there can be no assurance that the Acquisition will be completed on a timely basis or at all.
S-1
Table of Contents
Kite Pharma
Kite Pharma is a clinical-stage biopharmaceutical company focused on the development and commercialization of novel cancer immunotherapy
https://www.sec.gov/Archives/edgar/data/882095/000104746917005925/a2233303z424b5.htm[9/19/2017 10:12:07 AM]

products designed to harness the power of a patient's own immune system to target and kill cancer cells. Kite Pharma has developed engineered cell
therapies that express either a chimeric antigen receptor ("CAR") or an engineered T cell receptor ("TCR"), depending on the type of cancer. Kite
Pharma's most advanced therapy candidate, axicabtagene ciloleucel ("axi-cel"), is a CAR T therapy currently under priority review by the U.S. Food and
Drug Administration ("FDA"). It is expected to be the first to market as a treatment for refractory aggressive non-Hodgkin lymphoma, which includes
diffuse large B-cell lymphoma ("DLBCL"), transformed follicular lymphoma ("TFL") and primary mediastinal B-cell lymphoma ("PMBCL"). FDA has
set a target action date of November 29, 2017 under the Prescription Drug User Fee Act. A marketing authorization application has also been filed for
axi-cel for the treatment of relapsed/refractory DLBCL, TFL and PMBCL with the European Medicines Agency, representing the first submission in
Europe for a CAR T therapy. Approval in Europe is expected in 2018. Kite Pharma has additional candidates in clinical trials in both hematologic
cancers and solid tumors, including KITE-585, a CAR T therapy candidate that targets BCMA expressed in multiple myeloma.
The Acquisition
On September 5, 2017, Gilead and Merger Sub commenced a tender offer (the "Tender Offer") to purchase all of the outstanding shares of common
stock, par value $0.001 per share, of Kite Pharma (the "Kite Pharma Stock"), at a price of $180.00 per share, net to the seller in cash, without interest
and subject to any required withholding of taxes (the "Tender Offer Price"). The Tender Offer is scheduled to expire at one minute after 11:59 p.m.
Eastern Time, on October 2, 2017, unless extended in accordance with the terms of the Merger Agreement. As soon as practicable following the
consummation of the Tender Offer and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into Kite
Pharma pursuant to Section 251(h) of the Delaware General Corporation Law (the "Merger" and, together with the Tender Offer, the "Acquisition"),
with Kite Pharma surviving the Merger as a wholly owned subsidiary of Gilead.
Under the terms of the Merger Agreement, the Tender Offer may in certain circumstances be extended until the earlier of the termination of the
Merger Agreement in accordance with its terms or on or prior to midnight Eastern Time, on December 27, 2017 (the "End Date"), provided that the End
Date may be in certain circumstances be extended to March 27, 2018, subject to the terms and conditions set forth in the Merger Agreement.
Gilead's obligation to accept and pay for shares in the Tender Offer is subject to the satisfaction or waiver of certain conditions, including receipt of
a number of shares of Kite Pharma Stock validly tendered in the Tender Offer and not validly withdrawn that, together with the shares beneficially
owned by Gilead and its subsidiaries, represent one more share than 50% of the sum of (i) the total number of shares of Kite Pharma Stock outstanding
as of the expiration of the Tender Offer and (ii) the number of shares of Kite Pharma Stock issuable in respect of securities outstanding as of the
expiration of the Tender Offer that are convertible into shares of Kite Pharma Stock (except for certain equity-based awards of Kite Pharma, in
accordance with the Merger Agreement); the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"); and other customary closing conditions.
A copy of the Merger Agreement is included as an exhibit to our Current Report on Form 8-K filed with the SEC on August 28, 2017, which is
incorporated by reference into this prospectus supplement. The foregoing description of the Acquisition and the Merger Agreement does not purport to
be complete and is qualified in its entirety by reference to such exhibit.
S-2
Table of Contents
This offering is not conditioned upon the completion of the Acquisition but, in the event that the Acquisition is not consummated on or before
March 27, 2018, or the Merger Agreement is terminated at any time prior thereto, we will be required to redeem in whole and not in part the notes for a
redemption price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to, but excluding, the date of redemption, if any.
See "Description of the Notes--Special Mandatory Redemption."
Financing of the Acquisition
We have received bridge loan commitments of $9.0 billion in connection with potential interim financing of the transaction from a syndicate of
lending institutions (including affiliates of the underwriters). The bridge loan commitments were reduced on a dollar-for-dollar basis by the amount of
commitments under the New Term Loan Facilities, and will be further reduced on a dollar-for-dollar basis by the gross proceeds from this offering. If
we finance the acquisition with the borrowings under the bridge loan commitments, the terms will be customary for loans of this type.
In addition to the proceeds of this offering and approximately $3.0 billion cash on hand, we will finance the acquisition with up to $6.0 billion of
borrowings under the New Term Loan Facilities under the Term Loan Facility Credit Agreement we entered into on September 8, 2017. The terms of
the New Term Loan Facilities are customary for facilities of this type.
S-3
https://www.sec.gov/Archives/edgar/data/882095/000104746917005925/a2233303z424b5.htm[9/19/2017 10:12:07 AM]

Table of Contents

The Offering
Issuer

Gilead Sciences, Inc., a Delaware corporation.

Securities offered
$750,000,000 aggregate principal amount of Floating Rate
Notes due September 2018 (the "September 2018 floating
rate notes").
$750,000,000 aggregate principal amount of Floating Rate
Notes due March 2019 (the "March 2019 floating rate
notes").
$500,000,000 aggregate principal amount of Floating Rate
Notes due September 2019 (the "September 2019 floating
rate notes").
$1,000,000,000 aggregate principal amount of 1.850%
Senior Notes due 2019 (the "fixed rate notes").

Maturity
The September 2018 floating rate notes will mature on
September 20, 2018.
The March 2019 floating rate notes will mature on
March 20, 2019.
The September 2019 floating rate notes will mature on
September 20, 2019.
The fixed rate notes will mature on September 20, 2019.

Interest payment dates
We will pay interest on the floating rate notes on
March 20, June 20, September 20 and December 20 of
each year, commencing on December 20, 2017.

We will pay interest on the fixed rate notes on March 20
and September 20 of each year, commencing on
March 20, 2018.

Interest on each series of the notes will accrue from
September 21, 2017.

Interest rate
The floating rate notes will bear interest as follows:

The interest rate for the first Interest Period (as defined
under "Description of the Notes--General") will be the
Three Month LIBOR (as defined under "Description of
the Notes--General"), as determined on September 19,
2017, plus 0.170% with respect to the September 2018
floating rate notes, 0.220% with respect to the
March 2019 floating rate notes and 0.250% with respect
to the September 2019 floating rate notes. The interest
rate for each Interest Period after the first Interest Period
will be the Three Month LIBOR, as determined on the
applicable Interest Determination Date (as defined under
"Description of Notes--General"), plus 0.170% with
respect to the September 2018 floating rate notes, 0.220%
with respect to the March 2019 floating rate notes and
0.250% with respect to the September 2019 floating rate
notes.

The fixed rate notes will bear interest at 1.850% per year.

https://www.sec.gov/Archives/edgar/data/882095/000104746917005925/a2233303z424b5.htm[9/19/2017 10:12:07 AM]

Optional redemption
We may redeem some or all of the fixed rate notes at any
time and from time to time at the applicable redemption
price described herein under "Description of the Notes--
Optional Redemption."
S-4
Table of Contents

We will not have the option to redeem any series of the
floating rate notes, in whole or in part, prior to the
maturity date. We will be required to redeem the notes as
described in "--Special mandatory redemption" below.

Special mandatory redemption
In the event that the Acquisition is not consummated on or
before March 27, 2018 or the Merger Agreement is
terminated any time prior thereto, we will be required to
redeem the notes, in whole and not in part, for a
redemption price equal to 101% of the principal amount
of the notes, plus accrued and unpaid interest to, but
excluding, the date of redemption, if any. See
"Description of the Notes--Special Mandatory
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 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;

· 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
https://www.sec.gov/Archives/edgar/data/882095/000104746917005925/a2233303z424b5.htm[9/19/2017 10:12:07 AM]

$150,000,000 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."
S-5
Table of Contents
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."

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
$2.99 billion. We intend to use the net proceeds from this
offering, together with the net proceeds from the New
Term Loan Facilities, to pay the cash consideration for
the Acquisition and to pay related fees and expenses. This
offering is not conditioned upon the completion of the
Acquisition which, if completed, will occur subsequent to
the closing of this offering. 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-9 of this prospectus supplement and the risk
factors set forth in our Quarterly Report on Form 10-Q
for the quarter ended June 30, 2017, 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
https://www.sec.gov/Archives/edgar/data/882095/000104746917005925/a2233303z424b5.htm[9/19/2017 10:12:07 AM]

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, calculation agent, registrar and paying agent
Wells Fargo Bank, National Association.
S-6
Table of Contents
Summary Consolidated Financial Data
The following summary consolidated financial data for the six months ended June 30, 2017 and 2016 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, 2016,
2015 and 2014 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, 2016, (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, 2017 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, 2016 and our Quarterly Report on
Form 10-Q for the quarter ended June 30, 2017, 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, 2017, or any other period.
Six months ended

June 30,

Year ended December 31,

(in millions)

2017

2016

2016

2015

2014

(unaudited)

Consolidated statement of income data:

Total revenues
$ 13,646 $
15,570 $
30,390 $
32,639 $ 24,890
Total costs and expenses

5,625
6,381
12,757
10,446
9,625
Income from operations

8,021
9,189
17,633
22,193
15,265
Provision for income taxes

1,964
1,837
3,609
3,553
2,797
Net income attributable to Gilead

5,775
7,063
13,501
18,108
12,101
Consolidated statement of cash flows data:

Net cash provided by operating activities(1)

6,451
9,115
16,669
20,329
12,818
Net cash used in investing activities

(3,939)
(5,393)
(11,985)
(12,475)
(1,823)
Net cash used in financing activities(1)

(2,124)
(10,174)
(9,347)
(4,963)
(3,025)

June 30,

December 31,

(in millions)

2017

2016

2015

2014

(unaudited)

Consolidated balance sheet data:

Cash, cash equivalents and marketable securities
$
36,576 $ 32,380 $ 26,208 $ 11,726
Working capital(2)

20,100
10,370
14,872
11,953
Total assets

60,263
56,977
51,716
34,601
Other long-term obligations(2)

442
297
395
586
Total debt, net(3)

26,296
26,346
22,055
12,341
Retained earnings

21,823
18,154
18,001
12,732
Total stockholders' equity

23,091
19,363
19,113
15,819

https://www.sec.gov/Archives/edgar/data/882095/000104746917005925/a2233303z424b5.htm[9/19/2017 10:12:07 AM]

Document Outline

#1">
- #1">