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v3.25.3

Debt obligations | 9 Months Ended
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Sep. 30, 2025
Debt obligations | NOTE 7 – Debt obligations:
a. | Short-term debt:
|  |  |  |  |  | September 30, |  |  | December 31, |
|  | Interest rate as of September 30, 2025 |  |  | Maturity |  |  | 2025 |  |  | 2024 |
|  |  |  |  |  |  |  | (U.S. $ in millions) |
Convertible senior debentures |  |  | 0.25 | % |  |  | 2026 |  |  |  | 23 |  |  |  | 23 |
Current maturities of long-term liabilities and other |  |  |  |  |  |  |  |  |  |  | 1 |  |  |  | 1,758 |
Total short-term debt |  |  |  |  |  |  |  |  |  | $ | 24 |  |  | $ | 1,781 |
Convertible senior debentures The principal amount of Teva’s 0.25% convertible senior debentures due in 2026 was $23 million as of September 30, 2025 and as of December 31, 2024. These convertible senior debentures include a “net share settlement” feature according to which the principal amount will be paid in cash and in case of conversion, only the residual conversion value above the principal amount will be paid in Teva shares.
b. | Long-term debt:
|  | Interest rate as of September 30, 2025 |  |  | Maturity |  |  | September 30, 2025 |  |  | December 31, 2024 |
|  |  |  |  |  |  |  | (U.S. $ in millions) |
Senior notes EUR 1,000 million (4) |  |  | 6.00 | % |  |  | 2025 |  |  |  | — |  |  |  | 429 |
Senior notes USD 1,000 million (5) |  |  | 7.13 | % |  |  | 2025 |  |  |  | — |  |  |  | 427 |
Senior notes EUR 900 million (6) |  |  | 4.50 | % |  |  | 2025 |  |  |  | — |  |  |  | 515 |
Senior notes CHF 350 million (12) |  |  | 1.00 | % |  |  | 2025 |  |  |  | — |  |  |  | 387 |
Senior notes USD 3,500 million (10) |  |  | 3.15 | % |  |  | 2026 |  |  |  | 1,798 |  |  |  | 3,374 |
Senior notes EUR 700 million |  |  | 1.88 | % |  |  | 2027 |  |  |  | 820 |  |  |  | 730 |
Sustainability-linked senior notes USD 1,000 million (1)(*)(10) |  |  | 4.75 | % |  |  | 2027 |  |  |  | 649 |  |  |  | 1,000 |
Sustainability-linked senior notes EUR 1,100 million (1)(*) |  |  | 3.75 | % |  |  | 2027 |  |  |  | 1,290 |  |  |  | 1,144 |
Senior notes USD 1,250 million |  |  | 6.75 | % |  |  | 2028 |  |  |  | 1,250 |  |  |  | 1,250 |
Senior notes EUR 750 million |  |  | 1.63 | % |  |  | 2028 |  |  |  | 877 |  |  |  | 778 |
Sustainability-linked senior notes USD 1,000 million (2)(*) |  |  | 5.13 | % |  |  | 2029 |  |  |  | 1,000 |  |  |  | 1,000 |
Sustainability-linked senior notes USD 600 million (3)(*)(10) |  |  | 7.88 | % |  |  | 2029 |  |  |  | 398 |  |  |  | 600 |
Sustainability-linked senior notes EUR 800 million (3)(*)(10) |  |  | 7.38 | % |  |  | 2029 |  |  |  | 778 |  |  |  | 835 |
Sustainability-linked senior notes EUR 1,500 million (2)(*) |  |  | 4.38 | % |  |  | 2030 |  |  |  | 1,760 |  |  |  | 1,562 |
Senior notes USD 700 million (7) |  |  | 5.75 | % |  |  | 2030 |  |  |  | 696 |  |  |  | — |
Sustainability-linked senior notes USD 500 million (3)(*) |  |  | 8.13 | % |  |  | 2031 |  |  |  | 500 |  |  |  | 500 |
Sustainability-linked senior notes EUR 500 million (3)(*) |  |  | 7.88 | % |  |  | 2031 |  |  |  | 587 |  |  |  | 521 |
Senior notes EUR 1,000 million (8) |  |  | 4.13 | % |  |  | 2031 |  |  |  | 1,165 |  |  |  | — |
Senior notes USD 500 million (9) |  |  | 6.00 | % |  |  | 2032 |  |  |  | 496 |  |  |  | — |
Senior notes USD 789 million |  |  | 6.15 | % |  |  | 2036 |  |  |  | 784 |  |  |  | 783 |
Senior notes USD 2,000 million |  |  | 4.10 | % |  |  | 2046 |  |  |  | 1,988 |  |  |  | 1,986 |
Total senior notes |  |  |  |  |  |  |  |  |  |  | 16,836 |  |  |  | 17,821 |
Less current maturities |  |  |  |  |  |  |  |  |  |  | — |  |  |  | (1,758 | )
Less debt issuance costs (11) |  |  |  |  |  |  |  |  |  |  | (70 | ) |  |  | (61 | )
Total senior notes and loans |  |  |  |  |  |  |  |  |  | $ | 16,766 |  |  | $ | 16,002 |
(1) | If Teva fails to achieve certain sustainability performance targets, a one-time premium payment of 0.15%-0.45% out of the principal amount will be paid at maturity or upon earlier redemption, if such redemption is on or after May 9, 2026.
(2) | If Teva fails to achieve certain sustainability performance targets, the interest rate shall increase by 0.125%-0.375% per annum, from and including May 9, 2026.
(3) | If Teva fails to achieve certain sustainability performance targets, the interest rate shall increase by 0.100%-0.300% per annum, from and including September 15, 2026.
(4) | In January 2025, Teva repaid $426 million of its 6.00% senior notes due 2025 at maturity.
(5) | In January 2025, Teva repaid $427 million of its 7.13% senior notes due 2025 at maturity.
(6) | In March 2025, Teva repaid $515 million of its 4.50% senior notes due 2025 at maturity.
(7) | In May 2025, Teva issued senior notes in an aggregate principal amount of $700 million bearing 5.75% annual interest and due December 2030.
(8) | In May 2025, Teva issued senior notes in an aggregate principal amount of €1,000 million bearing 4.125% annual interest and due June 2031.
(9) | In May 2025, Teva issued senior notes in an aggregate principal amount of $500 million bearing 6.00% annual interest and due December 2032.
(10) | In June 2025, Teva consummated a cash tender offer and extinguished $1,579 million aggregate principal amount of its 3.15% senior notes due 2026; $351 million aggregate principal amount of its 4.75% senior notes due 2027; $202 million aggregate principal amount of its 7.88% senior notes due in 2029; and $157 million aggregate principal amount of its 7.38% senior notes due in 2029. The extinguishment resulted in a loss of $10 million which was recorded under financial expenses, net.
(11) | Debt issuance costs as of September 30, 2025 include $20 million in connection with the issuance of the senior notes in May 2025, partially offset by $6 million acceleration of issuance costs related to the cash tender offer.
(12) | In July 2025, Teva repaid $444 million of its 1% senior notes due 2025 at maturity.
* | Interest rate adjustments and a potential one-time premium payment related to the sustainability-linked bonds are treated as bifurcated embedded derivatives. See note 8c.
Long-term debt was issued by several indirect wholly owned subsidiaries of the Company and is fully and unconditionally guaranteed by the Company as to payment of all principal, interest, discount and additional amounts, if any. The long-term debt outlined in the above table is generally redeemable at any time at varying redemption prices plus accrued and unpaid interest. Teva’s debt as of September 30, 2025 was effectively denominated in the following currencies: 57% in U.S. dollars and 43% in euro. Teva’s principal sources of short-term liquidity are its cash on hand, existing cash investments, liquid securities and available credit facilities, primarily its $1.8 billion unsecured syndicated sustainability-linked revolving credit facility entered into in April 2022, as amended in February 2023 and in May 2024 (“RCF”). The RCF had an initial maturity date of April 2026 with two one-year extension options. In April 2024, an extension option was exercised and the RCF maturity date was extended to April 2027. The RCF contains certain covenants, including certain limitations on incurring liens and indebtedness and maintenance of certain financial ratios, including a maximum leverage ratio, which becomes more restrictive over time. On May 3, 2024, the terms of the RCF were amended to update the Company’s maximum permitted leverage ratio under the RCF for certain periods. Under the terms of the RCF, as amended, the Company’s leverage ratio shall not exceed (i) 4.00x in 2025 and in the first quarter of 2026, (ii) 3.75x in the second, third and fourth quarters of 2026 and (iii) 3.50x in the first quarter of 2027 and onwards. The RCF permits the Company to increase the maximum leverage ratio if it consummates or commences certain material transactions. Under the RCF, as amended, the applicable margin used to calculate the interest rate under the RCF is linked to one sustainability performance target, the number of new regulatory submissions in low and middle-income countries. Proceeds from borrowings under the RCF can be used for general corporate purposes, including repaying existing debt. As of September 30, 2025, and as of the date of this Quarterly Report on Form 10-Q, no amounts were outstanding under the RCF. Based on current and forecasted results, the Company expects that it will not exceed the financial covenant thresholds set forth in the RCF within one year from the date the financial statements are issued. Under specified circumstances, including non-compliance with any of the covenants described above and the unavailability of any waiver, amendment or other modification thereto, the Company will not be able to borrow under the RCF. Additionally, violations of the covenants, under the circumstances referred to above, would result in an event of default in all borrowings under the RCF and, when greater than a specified threshold amount as set forth in each series of senior notes and sustainability-linked senior notes is outstanding, could lead to an event of default under the Company’s senior notes and sustainability-linked senior notes due to cross-acceleration provisions. Teva expects that it will continue to have sufficient cash resources to support its debt service payments and all other financial obligations within one year from the date that the financial statements are issued.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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