Red Flags Detected

• ⚠ The Notes Are Issued By Three Special-purpose Dutch Subsidiaries That Have No Assets or Operations Other Than In Connection With This Offering and Prior Debt Offerings. (new) — Investors rely solely on Teva's guarantee, not on the subsidiaries' own credit, and the guarantees are effectively junior to Teva's secured debt and subsidiary liabilities.
• ⚠ The Notes Are New Issues of Securities For Which There Are Currently No Trading Markets. (new) — The USD notes will not be listed on any exchange, and the Euro notes may not become or remain listed, which could materially adversely affect holders' ability to resell the notes.
• ⚠ We Cannot Assure You That We Will Be Able to Refinance Any of Our Indebtedness On Commercially Reasonable Terms or At All. (new) — Teva may need to refinance all or a portion of its indebtedness before maturity, and there is no assurance that refinancing will be possible on commercially reasonable terms or at all.
• ⚠ If We Experience a Change of Control Triggering Event, We Cannot Assure You That We Would Have Sufficient Financial Resources Available to Satisfy Our Obligations to Repurchase the Notes. (new) — Failure to repurchase upon a change of control triggering event would result in a default under the indentures.
• ⚠ Because Teva and the Issuers Are Foreign Entities, You May Have Difficulties Enforcing Your Rights Under the Guarantee and Under the Notes. (new) — Teva is organized under the laws of Israel and the Issuers under the laws of The Netherlands, and there is no treaty on recognition and enforcement of judgments between the U.S. and The Netherlands.
• ⚠ One or More of the Underwriters or Their Respective Affiliates May Own Called Notes and Be Eligible to Participate In the Conditional Redemptions. (new) — Underwriters or their affiliates may receive a portion of the net proceeds from this offering in excess of any underwriter discounts, creating a potential conflict of interest.