Obligation Teva Pharma Industries 1.7% ( US88167AAB70 ) en USD

Teva Pharma Industries

100 % ⇌

Israel

US88167AAB70 ( en USD )

1.7% par an ( paiement semestriel )

19/07/2019 - Obligation échue

Prospectus brochure de l'obligation Teva Pharmaceutical Industries US88167AAB70 en USD 1.7%, échue

2 000 USD

2 000 000 000 USD

88167AAB7

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 US88167AAB70, paye un coupon de 1.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/07/2019

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Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration Nos. 333-201984,
333-201984-09
CALCULATION OF REGISTRATION FEE

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

Registered

Registration Fee
Teva Pharmaceutical Finance Netherlands III B.V. 1.400% Senior Notes due 2018
$1,500,000,000
$151,050(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance Netherlands III B.V.
1.400% Senior Notes due 2018

(2)

(2)

Teva Pharmaceutical Finance Netherlands III B.V. 1.700% Senior Notes due 2019
$2,000,000,000
$201,400(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance Netherlands III B.V.
1.700% Senior Notes due 2019

(2)

(2)

Teva Pharmaceutical Finance Netherlands III B.V. 2.200% Senior Notes due 2021
$3,000,000,000
$302,100(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance Netherlands III B.V.
2.200% Senior Notes due 2021

(2)

(2)

Teva Pharmaceutical Finance Netherlands III B.V. 2.800% Senior Notes due 2023
$3,000,000,000
$302,100(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance Netherlands III B.V.
2.800% Senior Notes due 2023

(2)

(2)

Teva Pharmaceutical Finance Netherlands III B.V. 3.150% Senior Notes due 2026
$3,500,000,000
$352,450(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance Netherlands III B.V.
3.150% Senior Notes due 2026

(2)

(2)

Teva Pharmaceutical Finance Netherlands III B.V. 4.100% Senior Notes due 2046
$2,000,000,000
$201,400(1)
Teva Pharmaceutical Industries Limited Guarantee of Teva Pharmaceutical Finance Netherlands III B.V.
4.100% Senior Notes due 2046

(2)

(2)

Total
$15,000,000,000
$1,510,500

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. A filing fee of $1,510,500 has been transmitted to
the SEC in connection with the securities offered from the registration statement (File Nos. 333-201984 and 333-201984-09) 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.
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 13, 2016)
$15,000,000,000

Teva Pharmaceutical Finance Netherlands III B.V.

$1,500,000,000 1.400% Senior Notes due 2018
$2,000,000,000 1.700% Senior Notes due 2019
$3,000,000,000 2.200% Senior Notes due 2021
$3,000,000,000 2.800% Senior Notes due 2023
$3,500,000,000 3.150% Senior Notes due 2026
$2,000,000,000 4.100% Senior Notes due 2046
Payment of principal and interest unconditionally guaranteed by
Teva Pharmaceutical Industries Limited

Teva Pharmaceutical Finance Netherlands III B.V. ("Teva Finance") is offering

·

$1,500,000,000 of its 1.400% Senior Notes due 2018 (the "2018 notes");

·

$2,000,000,000 of its 1.700% Senior Notes due 2019 (the "2019 notes");

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·

$3,000,000,000 of its 2.200% Senior Notes due 2021 (the "2021 notes");

·

$3,000,000,000 of its 2.800% Senior Notes due 2023 (the "2023 notes");

·

$3,500,000,000 of its 3.150% Senior Notes due 2026 (the "2026 notes"); and

·

$2,000,000,000 of its 4.100% Senior Notes due 2046 (the "2046 notes" and, collectively with the 2018 notes, the 2019 notes, the 2021 notes, the 2023 notes

and the 2026 notes, the "notes").
The 2018 notes will mature on July 20, 2018, the 2019 notes will mature on July 19, 2019, the 2021 notes will mature on July 21, 2021, the 2023 notes will mature
on July 21, 2023, the 2026 notes will mature on October 1, 2026 and the 2046 notes will mature on October 1, 2046. Interest on the 2018 notes will be payable semi-
annually in arrears on January 20 and July 20 of each year, beginning January 20, 2017, to the holders of record at the close of business on the preceding January 5 and
July 5, respectively (whether or not a business day). Interest on the 2019 notes will be payable semi-annually in arrears on January 19 and July 19 of each year, beginning
January 19, 2017, to the holders of record at the close of business on the preceding January 4 and July 4, respectively (whether or not a business day). Interest on the
2021 notes and the 2023 notes will be payable semi-annually in arrears on January 21 and July 21 of each year, beginning January 21, 2017, to the holders of record at the
close of business on the preceding January 6 and July 6, respectively (whether or not a business day). Interest on the 2026 notes and the 2046 notes will be payable semi-
annually in arrears on April 1 and October 1 of each year, beginning April 1, 2017, to the holders of record at the close of business on the preceding March 15 and
September 15, respectively (whether or not a business day). Payment of all principal and interest payable on the notes is unconditionally guaranteed by Teva
Pharmaceutical Industries Limited ("Teva").
Teva Finance 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 and (2) the sum of the present values of the
Remaining Scheduled Payments (as defined below) discounted on a semi-annual basis, at a rate equal to the sum of the Treasury Rate plus 12.5 basis points, in the case of
the 2018 notes, 15 basis points, in the case of the 2019 notes, 20 basis points, in the case of the 2021 notes, 25 basis points, in the case of the 2023 notes, 25 basis points, in
the case of the 2026 notes, or 30 basis points, in the case of the 2046 notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the closing
of the acquisition of Actavis Generics (as defined below) does not occur on or prior to October 26, 2016, or if the Master Purchase Agreement (as defined below) is
terminated at any time prior thereto, the notes will be subject to a special mandatory redemption (the "special mandatory redemption") at a redemption price equal to
101% of their aggregate principal amount, plus accrued and unpaid interest, if any, from the date of initial issuance of the notes up to, but not including, the special
redemption date. See "Description of the Notes and the Guarantees--Special Mandatory Redemption."
The notes will be unsecured senior obligations of Teva Finance, which is an indirect subsidiary of Teva, and the guarantees will be unsecured senior obligations of
Teva. Teva estimates that it will receive net proceeds of approximately $14.9 billion from this offering after deducting the underwriting discounts and estimated offering
expenses payable by Teva. Teva intends to use such net proceeds, together with the net proceeds of its anticipated Euro and Swiss Franc ("CHF") denominated senior note
offerings, cash on hand, borrowings under its new term loan facility and additional borrowings under its short-term credit facilities, to finance its acquisition of Allergan
plc's worldwide generic pharmaceuticals business and certain other assets, to pay related fees and expenses, and/or otherwise for general corporate purposes. See "Use of
Proceeds."

Investing in the notes involves risks. See "Risk Factors" beginning on page S-12 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
Per
Per
Per
Per
2018
2019
2021
2023
2026
2046

Note
Total

Note
Total

Note
Total

Note
Total

Note
Total

Note
Total

Offering price
99.914% $1,498,710,000 99.991% $1,999,820,000 99.835% $2,995,050,000 99.666% $2,989,980,000 99.734% $3,490,690,000 99.167% $1,983,340,000
Underwriting discount
0.225% $
3,375,000 0.250% $
5,000,000 0.350% $
10,500,000 0.400% $
12,000,000 0.450% $
15,750,000 0.875% $
17,500,000
Proceeds to issuer (before expenses)
99.689% $1,495,335,000 99.741% $1,994,820,000 99.485% $2,984,550,000 99.266% $2,977,980,000 99.284% $3,474,940,000 98.292% $1,965,840,000
The underwriters expect to deliver the notes to investors through the book-entry facilities of The Depository Trust Company ("DTC") and its direct participants,
including Euroclear Bank S.A./N.V. ("Euroclear"), as operator of the Euroclear System, and Clearstream Banking, société anonyme ("Clearstream"), on or about July 21,
2016.

Joint Book-Running Managers

Barclays

BofA Merrill Lynch

BNP PARIBAS

Credit Suisse

HSBC

Mizuho Securities
Citigroup
Morgan Stanley

RBC Capital Markets
SMBC Nikko
Co-Managers

Bank of China

BBVA

COMMERZBANK

Lloyds Securities
MUFG
PNC Capital Markets LLC

Scotiabank
TD Securities
The date of this prospectus supplement is July 18, 2016.
Table of Contents
We have not, and the underwriters 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 and the underwriters 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 the 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
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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 the accompanying prospectus have been prepared on the basis that any offer of notes in any
Member State of the European Economic Area (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, 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 Teva Finance 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 Teva Finance nor the underwriters have authorized, nor do they authorize, the making of any offer of notes in circumstances in
which an obligation arises for Teva Finance or the underwriters 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. Any stabilization action may begin on or after the date on
which adequate public disclosure of the terms of the offer of the notes is made and, such stabilizing, if commenced, may be discontinued at
any time but must be ended no later than the earlier of 30 days after the issue date of the notes and 60 days after the date of allotment of
the notes. 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.

i
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
Summary
S-1
Risk Factors
S-12
Forward-Looking Statements
S-20
Capitalization
S-22
Use of Proceeds
S-24
Sources and Uses
S-24
Unaudited Pro Forma Condensed Combined Financial Statements
S-26
Description of the Notes and the Guarantees
S-45
United States Federal Income Tax Considerations
S-59
Dutch Tax Considerations
S-62
Israeli Tax Considerations
S-65
Underwriting (Conflicts of Interest)
S-66
Experts
S-72
Legal Matters
S-72
Where You Can Find More Information
S-72
Incorporation of Certain Documents by Reference
S-73
Prospectus

About This Prospectus
1
Teva Pharmaceutical Industries Limited
2
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Finance Subsidiaries
3
Risk Factors
5
Forward-Looking Statements
5
Ratio of Earnings to Fixed Charges
6
Price Range of ADSs and Ordinary Shares
6
Use of Proceeds
8
Description of Ordinary Shares
8
Description of Mandatory Convertible Preferred Shares
11
Description of American Depositary Shares
12
Description of Debt Securities and Guarantees
19
Description of Purchase Contracts
28
Description of Units
28
Description of Warrants
29
Taxation
29
Plan of Distribution
30
Experts
32
Legal Matters
32
Where You Can Find More Information
32
Enforcement of Civil Liabilities
34

ii
Table of Contents
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 Finance" or the "issuer" refer to Teva Pharmaceutical Finance Netherlands
III B.V., an indirect subsidiary of Teva. All references to the "accompanying prospectus" are to the prospectus dated July 13, 2016.
The Company
We are a global pharmaceutical company, committed to increasing access to high-quality healthcare by developing, producing and
marketing affordable generic medicines and a focused portfolio of specialty medicines. We operate in pharmaceutical markets worldwide,
with a significant presence in the United States, Europe and other markets. As a world-leading pharmaceutical company, we are strategically
positioned to benefit from ongoing changes in the global healthcare environment.
We seek to address unmet patient needs while capitalizing on evolving market, economic and legislative dynamics in global healthcare.
These dynamics include the aging population, increased spending on pharmaceuticals in emerging markets, economic pressure on
governments and private payors to provide accessible healthcare solutions, legislative and regulatory reforms, an increase in patient awareness
and the growing importance of over-the-counter ("OTC") medicines.
We believe that our dedicated leadership and employees, world-leading generics expertise and portfolio, focused specialty portfolio,
global reach, robust research and development ("R&D") capabilities and global infrastructure and scale position us to take advantage of
opportunities created by these dynamics.
Segments
We operate our business in two segments:

· Generic medicines, which include chemical and therapeutic equivalents of originator medicines in a variety of dosage forms,
including tablets, capsules, injectables, inhalants, liquids, ointments and creams. We are the leading generic drug company in the

United States and Europe, and we have a significant or growing presence in our Rest of the World markets. We are also one of the
world's leading manufacturers of active pharmaceutical ingredients.

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· Specialty medicines, which include several franchises, most significantly our core therapeutic areas of central nervous system
medicines such as Copaxone®, Azilect® and Nuvigil® and of respiratory medicines such as ProAir® HFA and QVAR®. Our

specialty medicines segment includes other therapeutic areas, such as oncology medicines, including Treanda®, women's health
and selected other areas.
In addition to these two segments, we have other activities, primarily PGT Healthcare ("PGT"), our OTC joint venture with The
Procter & Gamble Company ("P&G").
Actavis Generics Acquisition
On July 26, 2015, we entered into a definitive agreement (the "Master Purchase Agreement") with Allergan plc ("Allergan") to acquire
its worldwide generic pharmaceuticals business and certain other assets ("Actavis Generics"). Following an amendment to the Master
Purchase Agreement, dated July 11, 2016, we will pay total

S-1
Table of Contents
consideration of $33.5 billion in cash and approximately 100 million of Teva's ordinary shares, to be issued to Allergan at the closing of the
transaction. Closing of the transaction is subject to certain conditions, including relevant regulatory approvals. Other than the closing
conditions that can only be satisfied on the closing date, we believe that the only unsatisfied closing condition is the approval of the U.S.
Federal Trade Commission ("FTC"). We expect that closing will occur shortly, based upon our current estimate of the timing to obtain
clearance from the FTC. We previously received regulatory approval from the European Commission for the acquisition, subject to certain
divestitures. In connection with the closing of the Actavis Generics acquisition, due to regulatory requirements, Teva expects to divest
products with aggregate revenues in 2015 of approximately $1.1 billion.
Following consummation of the acquisition, our generic medicines segment is expected to make up a much larger percentage of our
revenues. Further information about the Actavis Generics acquisition, including a copy of the Master Purchase Agreement, as amended, is
contained in our Reports of Foreign Private Issuer on Form 6-K filed by us with the U.S. Securities and Exchange Commission (the "SEC")
on July 28, 2015 and July 13, 2016.
We expect to finance the $33.5 billion cash consideration for the Actavis Generics acquisition, together with related fees and expenses,
with the net proceeds of this offering, together with the net proceeds of our anticipated Euro senior notes offering and CHF senior notes
offering (each as defined below), which we expect to commence shortly after this offering, cash on hand (including the proceeds of our
offerings of American Depositary Shares ("ADSs") and mandatory convertible preferred shares in December 2015), borrowings under our
new term loan facility and additional borrowings under our short-term credit facilities. Depending on the timing of the closing of the Actavis
Generics acquisition, we may need to borrow additional funds under our bridge facility, which we expect to repay with the proceeds of this
offering and the other contemplated offerings.
Actavis Generics
Actavis Generics includes, with certain exceptions, Allergan's U.S. and international generic commercial units, third-party supplier
Medis, global generic manufacturing operations, global generic R&D unit, international OTC commercial unit (excluding OTC eye care
products) and some mature international brands. Actavis Generics has operations in more than 60 countries, with the United States
representing more than half of the revenues of the business in 2015 and for the three months ended March 31, 2016. Its other major markets
include the United Kingdom (which Teva is divesting), Russia and Poland. As of March 31, 2016, Actavis Generics marketed over 300
generic pharmaceutical product families in the U.S.
Actavis Generics' growth strategy has focused on (i) internal development of differentiated and high-demand products, including
challenging patents associated with these products, (ii) establishment of strategic alliances and collaborations and (iii) acquisitions of
complementary products and companies. Actavis Generics also develops and out-licenses generic pharmaceutical products through its Medis
third party business.
Actavis Generics sells generic pharmaceutical products primarily to drug wholesalers, retailers and distributors, including national retail
drug and food store chains, hospitals, clinics, mail order retailers, government agencies and managed healthcare providers such as health
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maintenance organizations and other institutions.
Actavis Generics has devoted significant resources to R&D. It conducts its R&D activities through a network of global R&D centers, the
majority of which are being acquired by Teva. As a result of these activities, Actavis Generics had a pipeline of more than 220 Abbreviated
New Drug Applications ("ANDAs") on file in the United States as of March 31, 2016.
The special purpose combined financial statements and other information relating to Actavis Generics are included in a Report of
Foreign Private Issuer on Form 6-K filed by us with the SEC on July 13, 2016. See also the pro forma financial information included herein
under "Unaudited Pro Forma Condensed Combined Financial Statements."

S-2
Table of Contents
Strategic Rationale
The acquisition will combine two generics businesses with complementary strengths, brands and cultures, creating a leading product
portfolio and pipeline. The resulting product portfolio will be complemented by a significantly expanded and more efficient global footprint,
including strengthened operations, sales and R&D platforms in attractive markets around the world. Teva will seek to leverage this expanded
generics pipeline, R&D capabilities, operational network, supply chain, global commercial deployment and infrastructure to achieve greater
efficiencies across the healthcare system and provide patients and consumers worldwide with better access to high quality affordable
medicines.
In acquiring Actavis Generics, Teva seeks to create a dynamic generics and specialty pharmaceutical company that integrates and
leverages our combined expertise to develop innovative products. Teva will continue to seek to develop high-value medicines, with an
emphasis on complex and branded generics, focused on the needs of patients and the people who care for them. In particular, Teva believes
that the acquisition will:

· Provide Substantial Financial Benefits. The transaction is expected to provide substantial financial benefits for Teva, including
more highly diversified revenues and profits, and substantial cost synergies and tax savings. Actavis Generics had net revenues and
total direct expenses of $6,184.4 million and $5,367.4 million, respectively, in the year ended December 31, 2015, and $1,289.6

million and $1,201.3 million, respectively, in the three months ended March 31, 2016. In addition, Teva expects to achieve
substantial cost synergies and tax savings due to increased efficiencies in operations, G&A, manufacturing, and sales and
marketing.

· Create Leading Generics Portfolio and Pipeline. Following the acquisition (giving effect to required divestitures), Teva will have

an enhanced portfolio of generic products and an attractive pipeline of approximately 326 pending ANDAs in the United States,
including approximately 123 exclusive U.S. "first-to-file" pending ANDAs (including shared exclusivities).

· Enhance R&D Capabilities and Technology. Following the acquisition, Teva will have what it believes will be among the most

advanced R&D capabilities in the generics industry. These capabilities will enhance Teva's ability to develop and offer a portfolio
of complex and differentiated generic products.

· Bolster Specialty Development Pipeline. Teva further expects to leverage these enhanced R&D capabilities with its expertise in its

core specialty therapeutic areas to develop novel products based on known molecules, thereby expanding its specialty product
portfolio.

· Expand Global Commercial Reach. Through the acquisition, Teva will have a commercial presence across 100 markets, including

a leading position in over 40 markets, positioning Teva to significantly enhance the global scale and efficiency of its sales and R&D
platforms.
We caution you that we may not realize the anticipated benefits of the acquisition. See "Risk Factors--Risks Related to the Actavis
Generics Acquisition." Additionally, Actavis Generics' business is subject to risks similar to those described in the risk factors that are
incorporated herein by reference, and the combined business will continue to be subject to risks including ongoing consolidation of the
pharmaceutical industry customer base.
Financing Transactions
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In connection with the Actavis Generics acquisition, the following transactions (collectively, the "Financing Transactions") have
occurred or are expected to occur:

· we issued 59,400,000 ADSs and 3,712,500 mandatory convertible preferred shares in December 2015 (including ADSs and shares

issued pursuant to the underwriters' exercise of over-allotment options in January 2016);

S-3
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· in addition to the $15 billion aggregate principal amount of the notes in this offering, finance subsidiaries of Teva plan to issue

senior notes denominated in Euro (the "Euro senior notes offering") and senior notes denominated in Swiss francs (the "CHF
senior notes offering"), which are expected to comprise an aggregate principal amount of approximately $5 billion;

· we plan to borrow approximately $5 billion under the new term loan facility that we entered into in November 2015; and

· we plan to borrow approximately $2.8 billion under our short-term credit facilities (our bridge facility and/or revolving line of

credit).
The foregoing description of the Financing Transactions is included herein solely for informational purposes. The Euro senior notes
offering and the CHF senior notes offering will each be made by means of a separate, standalone offering memorandum, and not by means of
this prospectus supplement. The amount and terms and conditions of the Euro senior notes offering and the CHF senior notes offering are
subject to market conditions. There can be no assurance that we will be able to complete the Euro senior notes offering or the CHF senior
notes offering on terms and conditions acceptable to us or at all. This offering is not contingent on the completion of the Euro senior notes
offering or the CHF senior notes offering.

Teva
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 4951033, Israel, and our telephone
number is +972-3-926-7267.
Teva Finance
Teva Finance is a Dutch private limited liability company that was formed on September 21, 2015. Its address is Piet Heinkade 107, 1019
GM Amsterdam, Netherlands, telephone number +31 (0)20-2193000.

S-4
Table of Contents
The Offering

Issuer
Teva Pharmaceutical Finance Netherlands III B.V. ("Teva Finance"), 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 offering.

Securities Offered
· $1,500,000,000 aggregate principal amount of the 1.400% Senior Notes due 2018 (the
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"2018 notes");

· $2,000,000,000 aggregate principal amount of the 1.700% Senior Notes due 2019 (the

"2019 notes");

· $3,000,000,000 aggregate principal amount of the 2.200% Senior Notes due 2021 (the

"2021 notes");

· $3,000,000,000 aggregate principal amount of the 2.800% Senior Notes due 2023 (the

"2023 notes");

· $3,500,000,000 aggregate principal amount of the 3.150% Senior Notes due 2026 (the

"2026 notes"); and

· $2,000,000,000 aggregate principal amount of the 4.100% Senior Notes due 2046 (the

"2046 notes" and, collectively with the 2018 notes, the 2019 notes, the 2021 notes, the
2023 notes and the 2026 notes, the "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 of each series.

Ranking
As indebtedness of Teva, the guarantees will rank:

· senior to the rights of creditors under any 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 2018 notes will mature on July 20, 2018;

· The 2019 notes will mature on July 19, 2019;

· The 2021 notes will mature on July 21, 2021;

· The 2023 notes will mature on July 21, 2023;

· The 2026 notes will mature on October 1, 2026; and

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· The 2046 notes will mature on October 1, 2046.

Interest Payment Dates
· January 20 and July 20 of each year, beginning January 20, 2017, and at maturity,
with respect to the 2018 notes;

· January 19 and July 19 of each year, beginning January 19, 2017, and at maturity,

with respect to the 2019 notes;

· January 21 and July 21 of each year, beginning January 21, 2017, and at maturity,
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with respect to the 2021 notes and the 2023 notes; and

· April 1 and October 1 of each year, beginning April 1, 2017, and at maturity, with

respect to the 2026 and the 2046 notes.

Interest Rates
· 1.400% per year in the case of the 2018 notes;

· 1.700% per year in the case of the 2019 notes;

· 2.200% per year in the case of the 2021 notes;

· 2.800% per year in the case of the 2023 notes;

· 3.150% per year in the case of the 2026 notes; and

· 4.100% per year in the case of the 2046 notes.

Optional Redemption
Teva Finance may redeem the notes of any series, 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 of each series 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 under "Description of
the Notes and the Guarantees--Optional Redemption by the 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 Issuer") plus 12.5 basis points, in the case
of the 2018 notes, 15 basis points, in the case of the 2019 notes, 20 basis points, in the
case of the 2021 notes, 25 basis points, in the case of the 2023 notes, 25 basis points, in
the case of the 2026 notes, or 30 basis points, in the case of the 2046 notes, plus accrued
and unpaid interest, if any, to, but excluding, the redemption date.

Special Mandatory Redemption
If the closing of the Actavis Generics acquisition does not occur on or prior to October
26, 2016, or if the Master Purchase Agreement is terminated at any time prior thereto,
the notes will be subject to a special mandatory redemption at a redemption price equal
to 101% of their aggregate principal amount, plus accrued and unpaid interest, if any,
from the date of initial issuance of the notes up to, but not including, the special
redemption date. See "Description of the Notes and the Guarantees--Special Mandatory
Redemption."

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Use of Proceeds
Teva estimates that it will receive net proceeds of approximately $14.9 billion from this
offering after deducting the underwriting discounts and estimated offering expenses
payable by Teva.

Teva intends to use such net proceeds, together with the net proceeds of its anticipated
Euro senior notes offering and CHF senior notes offering, cash on hand (including the
proceeds of our offerings of ADSs and mandatory convertible preferred shares in
December 2015), borrowings under its new term loan facility and additional borrowings
under its short-term credit facilities, to finance its acquisition of Actavis Generics, to

pay related fees and expenses and/or otherwise for general corporate purposes.
Depending on the timing of the closing of the Actavis Generics acquisition, we may
need to borrow additional funds under our bridge facility, which we expect to repay
with the proceeds of this offering and the other contemplated offerings. See "Use of
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Proceeds."

As described above, if the closing of the Actavis Generics acquisition does not occur on
or prior October 26, 2016, or if the Master Purchase Agreement is terminated at any
time prior thereto, the notes will be subject to a special mandatory redemption at a
redemption price equal to 101% of their aggregate principal amount, plus accrued and

unpaid interest, if any, from the date of initial issuance of the notes up to, but not
including, the special redemption date (as defined under "Description of the Notes and
the Guarantees--Special Mandatory Redemption"). See "Description of the Notes and
the Guarantees--Special Mandatory Redemption."

Form, Denomination and Registration
The notes of each series 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. Each series of notes will be evidenced by one or more global
registered notes deposited with the trustee of the notes, as custodian for 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 markets in the notes as permitted
by applicable laws and regulations. The underwriters are not obligated, however, to
make markets in the notes, and they may discontinue this market making at any time in
their sole discretion. We cannot assure you that any active or liquid market will develop
in the notes.

Listing
The notes will not be listed on any securities exchange or included in any automated
quotation system.

Trustee and Paying Agent
The Bank of New York Mellon

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Conflicts of Interest
As described in "Use of Proceeds," depending on the timing of the closing of the Actavis
Generics acquisition, Teva may need to borrow additional funds under its bridge
facility, which it expects to repay with the proceeds of this offering and the other
contemplated offerings. Affiliates of each of the underwriters are lenders under the new
term loan facility, the revolving line of credit and the bridge facility and, in the event
that the net proceeds of this offering are used to repay the borrowings under the bridge
facility, the underwriters and their affiliates that are lenders under that facility will
receive 5% or more of the proceeds from this offering. Because of the manner in which
the net proceeds from this offering may be used, this offering will be conducted in
accordance with FINRA Rule 5121. Under FINRA Rule 5121, the appointment of a
"qualified independent underwriter" is not necessary in connection with this offering.
See "Underwriting (Conflicts of Interest)--Conflicts of Interest."

Risk Factors
Before you invest in the notes, you should carefully consider the risks involved.
Accordingly, you should carefully consider the information contained in or incorporated
by reference into this prospectus supplement and the accompanying prospectus,
including the discussions under "Risk Factors" beginning on page S-12.

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Document Outline

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