Obligation Teva Pharma Industries 2.25% ( US88166HAD98 ) en USD

Teva Pharma Industries

100 % ▲

Israel

US88166HAD98 ( en USD )

2.25% par an ( paiement semestriel )

18/03/2020 - Obligation échue

Prospectus brochure de l'obligation Teva Pharmaceutical Industries US88166HAD98 en USD 2.25%, échue

2 000 USD

700 000 000 USD

88166HAD9

N/A

Teva Pharmaceutical Industries est une société pharmaceutique multinationale israélienne qui développe, fabrique et commercialise des médicaments génériques et des produits spécialisés à travers le monde.

L'Obligation émise par Teva Pharma Industries ( Israel ) , en USD, avec le code ISIN US88166HAD98, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/03/2020

Final Prospectus Supplement
http://www.sec.gov/Archives/edgar/data/818686/000119312512502941/...
424B5 1 d446789d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-178400
333-178400-08
333-178400-09
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Amount to be
Amount of
Securities to be Registered

Registered
Registration Fee
Teva Pharmaceutical Finance Company B.V. 2.950% Senior Notes due 2022

$1,300,000,000
$177,320(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance
Company B.V. 2.950% Senior Notes due 2022

(2)

(2)
Teva Pharmaceutical Finance IV, LLC 2.250% Senior Notes due 2020

$700,000,000
$95,480(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance
IV, LLC 2.250% Senior Notes due 2020

(2)

(2)
Total

$2,000,000,000
$272,800
(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. A filing fee of $272,800 has been
transmitted to the SEC in connection with the securities offered from the registration statement (File Nos. 333-178400,
333-178400-08 and 333-178400-09) by means of this prospectus supplement.
(2) No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no separate fee
is payable with respect to the guarantees being registered.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated December 9, 2011)
$2,000,000,000

$1,300,000,000 2.950% Senior Notes due 2022

$700,000,000 2.250% Senior Notes due 2020

Payment of principal and interest unconditionally guaranteed by

This is an offering by:

· Teva Pharmaceutical Finance Company B.V. ("Teva BV") of $1,300,000,000 of its 2.950% Senior Notes due 2022 (the

"2022 notes"); and

· Teva Pharmaceutical Finance IV, LLC ("Teva LLC") of $700,000,000 of its 2.250% Senior Notes due 2020 (the "2020

notes" and, together with the 2022 notes, the "notes").
The 2022 notes will mature on December 18, 2022, and the 2020 notes will mature on March 18, 2020. Teva BV will pay interest
on the 2022 notes in arrears on June 18 and December 18 of each year, beginning June 18, 2013, to the holders of record at the close
of business on the preceding June 1 and December 1, respectively. Teva LLC will pay interest on the 2020 notes in arrears on March
18 and September 18 of each year, beginning March 18, 2013, to the holders of record at the close of business on the preceding
March 1 and September 1, respectively. Payment of all principal and interest payable on the notes is unconditionally guaranteed by
Teva Pharmaceutical Industries Limited ("Teva").
The issuers may redeem the notes, in whole or in part, at any time or from time to time, on at least 20 days', but not more than 60
days', prior notice. The notes will be redeemable at a redemption price equal to the greater of (1) 100% of the principal amount of
the notes to be redeemed and (2) the sum of the present values of the Remaining Scheduled Payments (as defined herein) discounted
on a semi-annual basis, at a rate equal to the sum of the Treasury Rate plus 20 basis points, plus accrued and unpaid interest, if any,
to, but excluding, the redemption date.
The notes will be unsecured senior obligations of their respective issuers, each of which is an indirect subsidiary of Teva, and the
guarantees will be the unsecured senior obligations of Teva. Teva estimates that it will receive net proceeds of approximately
$1.99 billion from this offering, which it intends to use, together with other available funds, to repay certain outstanding indebtedness.
See "Use of Proceeds."
Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement and page 5
of the accompanying prospectus.
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.

Per
Per

2022 note

Total

2020 note

Total

Offering price(1)

99.802% $1,297,426,000 99.955% $699,685,000
Underwriting discount

0.450%

$
5,850,000 0.400%

$ 2,800,000
Proceeds to issuer (before expenses)

99.352% $1,291,576,000 99.555% $696,885,000
(1) Plus accrued interest, if any, from December 18, 2012, if settlement occurs after that date.
The underwriters expect to deliver the notes to investors through the book-entry facilities of The Depository Trust Company and
its direct participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, or Clearstream Banking, société
anonyme, on or about December 18, 2012.
Joint Book-Running Managers

Barclays

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Goldman, Sachs & Co.

J.P. Morgan

Morgan Stanley
Passive Book-Runners
BNP PARIBAS

Citigroup

Credit Suisse

HSBC
Co-Managers
DNB Markets

Mitsubishi UFJ Securities

Mizuho Securities

PNC Capital Markets LLC

RBC Capital Markets

SMBC Nikko
The date of this prospectus supplement is December 13, 2012.
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We have not authorized anyone to provide any information or to make any representations other than those contained or
incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectuses we
have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered
hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this
prospectus supplement and the accompanying prospectus is current only as of the respective dates of such documents.
This prospectus supplement and accompanying prospectus are only being distributed to and are only directed at
(i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), (iii) high net worth entities, and other
persons to whom they may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) persons to
whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services
and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to
be communicated (all such persons together being referred to as "relevant persons"). The notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise acquire the notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on this prospectus supplement or the accompanying
prospectus.
This prospectus supplement and accompanying prospectus have been prepared on the basis that any offer of notes in any
Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under Article 3, paragraph 2 of the Prospectus Directive from the requirement
to publish a prospectus for offers of notes. Accordingly any person making or intending to make an offer in that Relevant
Member State of notes which are the subject of the offering contemplated in this prospectus supplement may only do so in
circumstances in which no obligation arises for the issuers or any of the managers to publish a prospectus pursuant to Article 3
of the Prospectus Directive, in each case, in relation to such offer. Neither the issuers nor the managers have authorized, nor
do they authorize, the making of any offer of notes in circumstances in which an obligation arises for the issuers or the
managers to publish a prospectus for such offer. The expression Prospectus Directive means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State),
and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending
Directive means Directive 2010/73/EU.
In connection with the issue of the notes, the joint book-running managers (or persons acting on behalf of any of the joint
book-running managers) may over-allot notes or effect transactions with a view to supporting the market price of the notes at
a level higher than that which might otherwise prevail. However, there is no assurance that the joint book-running managers
(or persons acting on behalf of a joint book-running manager) will undertake stabilization action. Such stabilizing, if
commenced, may be discontinued at any time and, if begun, must be brought to an end after a limited period. Any stabilization
action or over-allotment must be conducted by the relevant joint book-running managers (or persons acting on behalf of any
joint book-running manager) in accordance with all applicable laws and rules.

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TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-1

Risk Factors
S-7

Forward-Looking Statements
S-10
Ratio of Earnings to Fixed Charges
S-12
Capitalization
S-13
Use of Proceeds
S-14
Description of the Notes and the Guarantees
S-15
United States Federal Income Tax Considerations
S-28
Curaçao Tax Issues
S-32
Israeli Tax Issues
S-33
Underwriting
S-34
Conflicts of Interest
S-38
Experts
S-39
Legal Matters
S-39
Where You Can Find More Information
S-39
Incorporation of Certain Documents by Reference
S-40
Prospectus

About this Prospectus
1

Teva Pharmaceutical Industries Limited
2

Finance Subsidiaries
3

Risk Factors
5

Forward Looking Statements
6

Ratio of Earnings to Fixed Charges
8

Price Range of ADSs and Ordinary Shares
9

Use of Proceeds
12
Description of Ordinary Shares
13
Description of American Depositary Shares
15
Description of Debt Securities and Guarantees
21
Description of Purchase Contracts
31
Description of Units
31
Description of Warrants
31
Taxation
33
Plan of Distribution
33
Experts
36
Legal Matters
36
Where You Can Find More Information
36
Enforcement of Civil Liabilities
38

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SUMMARY
This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement
and the accompanying prospectus. This is not intended to be a complete description of the matters covered in this prospectus
supplement and the accompanying prospectus and is subject to, and qualified in its entirety by reference to, the more detailed
information and financial statements (including the notes thereto) included or incorporated by reference in this prospectus
supplement and the accompanying prospectus. Unless otherwise indicated, all references to the "Company," "we," "us,"
"our" or "Teva" refer to Teva Pharmaceutical Industries Limited and its subsidiaries. All references to "Teva BV" refer to
Teva Pharmaceutical Finance Company B.V. and all references to "Teva LLC" refer to Teva Pharmaceutical Finance IV, LLC.
All references to the "issuers" refer to Teva BV and Teva LLC, each of which is an indirect subsidiary of Teva. All references
to the "accompanying prospectus" are to the prospectus dated December 9, 2011.
The Company
We are a global company that combines a world leading generics business with a specialty pharmaceuticals business, as
well as a joint venture focused on over-the-counter medicines. While our core business is generic pharmaceuticals,
approximately 40% of our sales is generated from innovative and branded drugs, which include Copaxone® for multiple
sclerosis, Azilect® for Parkinson's disease, Nuvigil® for excessive sleepiness, Treanda®, an oncology medicine, and our
respiratory and women's health products. Our active pharmaceutical ingredient ("API") manufacturing capabilities enable our
own pharmaceutical production to be significantly vertically integrated.
Our global presence ranges from North and Latin America to Europe and Asia. We currently have direct operations in
approximately 60 countries including 56 finished dosage pharmaceutical manufacturing sites in 23 countries, 17 pharmaceutical
R&D centers and 21 API manufacturing sites.
During the nine months ended September 30, 2012, we generated approximately 52% of our sales in the United States,
approximately 27% in Europe (which includes all European Union ("EU") member states, Norway and Switzerland) and
approximately 21% in our "rest of the world" markets (primarily Canada, Latin America, Israel, Russia and other Eastern
European countries that are not members of the EU).
Teva was incorporated in Israel on February 13, 1944, and is the successor to a number of Israeli corporations, the oldest of
which was established in 1901. Our executive offices are located at 5 Basel Street, P.O. Box 3190, Petach Tikva 49131, Israel,
and our telephone number is +972-3-926-7267.
Teva BV
Teva BV is a Curaçao private limited liability company that was formed on November 23, 2005. Its address is
Schottegatweg Oost 29D, Curaçao, telephone number +5999-736-6066.
Teva LLC
Teva LLC is a limited liability company that was formed on December 1, 2008, under the Delaware Limited Liability
Company Act, as amended. Its address is 1090 Horsham Road, North Wales, Pennsylvania 19454, telephone number
(215) 591-3000.

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The Offering

Issuers
· Teva Pharmaceutical Finance Company B.V. ("Teva BV"); and

· Teva Pharmaceutical Finance IV, LLC ("Teva LLC"),

each of which is an indirect, wholly owned subsidiary of Teva Pharmaceutical

Industries Limited ("Teva") and has no assets or operations other than in
connection with this and other debt offerings.

Securities Offered
· $1,300,000,000 aggregate principal amount of 2.950% Senior Notes due
2022 of Teva BV (the "2022 notes"); and

· $700,000,000 aggregate principal amount of 2.250% Senior Notes due 2020

of Teva LLC (the "2020 notes").

Guarantees
Teva will irrevocably and unconditionally guarantee the punctual payment when
due of the principal and interest, whether at maturity, upon redemption, by
acceleration or otherwise (including any additional amounts in respect of taxes
as described in "Description of the Notes and the Guarantees--Additional Tax
Amounts"), if any, on the notes.

Ranking
As indebtedness of Teva, the guarantees will rank:

· senior to the rights of creditors under debt expressly subordinated to the

guarantees;

· equally with other unsecured debt of Teva from time to time outstanding other

than any that is subordinated to the guarantees;

· effectively junior to Teva's secured indebtedness up to the value of the

collateral securing that indebtedness; and

· effectively junior to the indebtedness and other liabilities of Teva's

subsidiaries.

Maturity Dates
· The 2022 notes will mature on December 18, 2022; and

· the 2020 notes will mature on March 18, 2020.

Interest Payment Dates
· June 18 and December 18 of each year, beginning June 18, 2013, and at
maturity, in the case of the 2022 notes; and

· March 18 and September 18 of each year, beginning March 18, 2013, and at

maturity, in the case of the 2020 notes.

Interest Rates
· 2.950% per year in the case of the 2022 notes; and

· 2.250% per year in the case of the 2020 notes.

Optional Redemption
The applicable issuer may redeem its notes, in whole or in part, at any time or
from time to time, on at least 20 days', but not more than 60 days', prior notice.
The notes will be redeemable at a redemption price equal to the greater of
(1) 100% of the principal amount of the notes to be redeemed or (2) the sum of
the present values of the Remaining Scheduled Payments (as defined under
"Description of the Notes and the Guarantees--Optional Redemption by the
Applicable

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Issuer") discounted, on a semi-annual basis (assuming a 360-day year consisting
of twelve 30-day months), at a rate equal to the sum of the Treasury Rate (as

defined in "Description of the Notes and the Guarantees--Optional Redemption
by the Applicable Issuer") plus 20 basis points, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.

Use of Proceeds
Teva estimates that it will receive net proceeds of approximately $1.99 billion
from this offering, which it intends to use, together with other available funds, to
(i) repay the approximately $700 million remaining outstanding under a term
loan credit facility, which bears interest at LIBOR plus 0.85%, or currently
1.0575% (the "Term Loan Credit Facility"), (ii) redeem the $1 billion
outstanding principal amount of the 1.70% Senior Notes due November 10,
2014 of Teva LLC and pay the associated make-whole premium of
approximately $25 million and (iii) repay other indebtedness and/or for general
corporate purposes. The outstanding indebtedness being repaid was used to
finance, or refinance short-term indebtedness used to finance, the acquisition of
Cephalon Inc. in October 2011. See "Use of Proceeds."

Conflicts of Interest
Certain affiliates of the underwriters of this offering are lenders under the Term
Loan Credit Facility. Because more than 5% of the net proceeds of this offering
will be used to repay the share of the Term Loan Credit Facility owed to such
affiliates, a conflict of interest under FINRA Rule 5121 is deemed to exist.
Accordingly, this offering will be conducted in accordance with that rule. See
"Conflicts of Interest" and "Use of Proceeds."

Form, Denomination and Registration
The notes will be issued only in fully registered form without coupons and in
minimum denominations of $2,000 principal amount and whole multiples of
$1,000 in excess of $2,000. The notes will be evidenced by one or more global
registered notes deposited with the trustee of the notes, as custodian for The
Depository Trust Company ("DTC"). Beneficial interests in the global
registered notes will be shown on, and transfers will be effected through,
records maintained by DTC and its direct and indirect participants.

Absence of a Public Market for the Notes
The notes are new securities for which no market currently exists. One or more
of the underwriters have advised us that they intend to make a market in the
notes as permitted by applicable laws and regulations. The underwriters are not
obligated, however, to make a market in the notes, and they may discontinue this
market making at any time in their sole discretion. The notes will not be listed
on any securities exchange or included in any automated quotation system. We
cannot assure you that any active or liquid market will develop in the notes.

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Summary Selected Historical Financial Data of Teva
The following summary selected operating data of Teva for each of the years in the three-year period ended December 31,
2011 and summary selected balance sheet data at December 31, 2011 and 2010 are derived from Teva's audited consolidated
financial statements and related notes incorporated by reference into this prospectus supplement, which have been prepared in
accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The summary selected operating
data for each of the years in the two-year period ended December 31, 2008 and summary selected balance sheet data at
December 31, 2009, 2008 and 2007 are derived from other audited consolidated financial statements of Teva, which have been
prepared in accordance with U.S. GAAP.
The summary selected unaudited financial data of Teva as of and for each of the nine-month periods ended September 30,
2012 and 2011 are derived from unaudited consolidated financial statements incorporated by reference into this prospectus
supplement. Such financial statements include, in Teva's opinion, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of the results for the unaudited periods. You should not rely on these interim results as being
indicative of results Teva may expect for the full year or any other interim period.
The information set forth below is only a summary and is not necessarily indicative of the results of future operations of
Teva, and you should read the summary selected historical financial data together with Teva's audited and unaudited consolidated
financial statements and related notes and "Operating and Financial Review and Prospects" included in Teva's Annual Report on
Form 20-F and Reports of Foreign Private Issuer on Form 6-K incorporated into this prospectus supplement by reference. See the
section entitled "Where You Can Find More Information" for information on where you can obtain copies of these documents.

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Operating Data

For the nine months

ended September 30,
For the year ended December 31,

2012
2011
2011
2010
2009
2008
2007

(unaudited)

U.S. dollars in millions (except per share and share amounts)

Net revenues
15,068 12,636 18,312 16,121 13,899 11,085
9,408
Cost of sales
7,201
6,002
8,797 7,056 6,532 5,117 4,531

Gross profit
7,867
6,634
9,515 9,065 7,367 5,968 4,877
Research and development expenses--net
914

724

1,095
951

825

2,188
581

Selling and marketing expenses
2,823
2,442
3,478 2,968 2,676 1,842 1,264
General and administrative expenses
920

617

932

865

823

669
637

Loss contingencies, impairments, settlements and
others
1,335
352

901

410

638

124
--

Operating income
1,875
2,499
3,109 3,871 2,405 1,145 2,395
Financial expenses--net
240

85

153

225

202

345* 91*

Income before income taxes
1,635
2,414
2,956 3,646 2,203 800
2,304
Provision for income tax expense (benefit)
(27)
109

127

283

166

184* 386*

2,305
2,829 3,363 2,037 616
1,918
Share in losses of associated companies--net
32

42

61

24

33

1

3

Net income
1,630
2,263
2,768 3,339 2,004 615
1,915
Net (income) loss attributable to non-controlling
interests
13

(10)
(9)
(8)
(4)
(6)**
(1)**

Net income attributable to Teva
1,643
2,253
2,759 3,331 2,000 609
1,914

Earnings per share attributable to Teva:

--Basic ($)
1.88

2.52

3.10

3.72

2.29

0.78
2.49

--Diluted ($)
1.88

2.51

3.09

3.67

2.23

0.75
2.36

Weighted average number of shares (in millions):

--Basic
873

892

890

896

872

780
768

--Diluted
875

896

893

921

896

820
830

* After giving retroactive effect to the adoption of an accounting pronouncement that requires issuers to account separately for
the liability and equity components of convertible debt instruments that may be settled in cash (including partial cash
settlement).
** After giving retroactive effect to non-controlling interests reclassification.

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