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TEVA PHARMACEUTICAL INDUSTRIES LTD - Quarter Report: 2024 June (Form 10-Q)

10-Q
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
INTRODUCTION AND USE OF CERTAIN TERMS
Unless otherwise indicated, all references to the “Company,” “we,” “our” and “Teva” refer to Teva Pharmaceutical Industries Limited and its subsidiaries, and references to “revenues” refer to net revenues. References to “U.S. dollars,” “dollars,” “U.S. $” and “$” are to the lawful currency of the United States of America, and references to “NIS” are to new Israeli shekels. References to “ADS(s)” are to Teva’s American Depositary Share(s). References to “MS” are to multiple sclerosis. Market data, including both sales and share data, is based on information provided by IQVIA, a provider of market research to the pharmaceutical industry (“IQVIA”), unless otherwise stated. References to “R&D” are to Research and Development, references to “IPR&D” are to
in-process
R&D, references to “S&M” are to Selling and Marketing and references to “G&A” are to General and Administrative. Some amounts in this report may not add up due to rounding. All percentages have been calculated using unrounded amounts. This report on Form
10-Q
contains many of the trademarks and trade names used by Teva in the United States and internationally to distinguish its products and services. Any third-party trademarks mentioned in this report are the property of their respective owners.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
In addition to historical information, this Quarterly Report on Form
10-Q,
and the reports and documents incorporated by reference in this Quarterly Report on Form
10-Q,
may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. You can identify these forward-looking statements by the use of words such as “should,” “expect,” “anticipate,” “estimate,” “target,” “may,” “project,” “guidance,” “intend,” “plan,” “believe” and other words and terms of similar meaning and expression in connection with any discussion of future operating or financial performance. Important factors that could cause or contribute to such differences include risks relating to:
 
   
our ability to successfully compete in the marketplace, including: that we are substantially dependent on our generic products; concentration of our customer base and commercial alliances among our customers; delays in launches of new generic products; our ability to develop and commercialize biopharmaceutical products; competition for our innovative medicines; our ability to achieve expected results from investments in our product pipeline; our ability to develop and commercialize additional pharmaceutical products; our ability to successfully execute our Pivot to Growth strategy, including to expand our innovative and biosimilar medicines pipeline and profitably commercialize the innovative medicines and biosimilar portfolio, whether organically or through business development, and to sustain and focus our portfolio of generics medicines; and the effectiveness of our patents and other measures to protect our intellectual property rights, including any potential challenges to our Orange Book patent listings in the U.S.;
 
   
our substantial indebtedness, which may limit our ability to incur additional indebtedness, engage in additional transactions or make new investments, may result in a future downgrade of our credit ratings; and our inability to raise debt or borrow funds in amounts or on terms that are favorable to us;
 
   
our business and operations in general, including: the impact of global economic conditions and other macroeconomic developments and the governmental and societal responses thereto; the widespread outbreak of an illness or any other communicable disease, or any other public health crisis; effectiveness of our optimization efforts; our ability to attract, hire, integrate and retain highly skilled personnel; interruptions in our supply chain or problems with internal or third party manufacturing; disruptions of information technology systems; breaches of our data security challenges associated with conducting business globally, including political or economic instability, major hostilities or terrorism, such as the ongoing conflict between Russia and Ukraine and the state of war declared in Israel; costs and delays resulting from the extensive pharmaceutical regulation to which we are subject; our ability to successfully bid for suitable acquisition targets or licensing opportunities, or to consummate and integrate acquisitions; and our prospects and opportunities for growth if we sell assets or business units and close or divest plants and facilities, as well as our ability to successfully and cost-effectively consummate such sales and divestitures, including our planned divestiture of our API business;
 
   
compliance, regulatory and litigation matters, including: failure to comply with complex legal and regulatory environments; the effects of governmental and civil proceedings and litigation which we are, or in the future become, party to; the effects of reforms in healthcare regulation and reductions in pharmaceutical pricing, reimbursement and coverage; increased legal and regulatory action in connection with public concern over the abuse of opioid medications; our ability to timely make payments required under our nationwide opioids settlement agreement and provide our generic version of Narcan
®
(naloxone hydrochloride nasal spray) in the amounts and at the times required under the terms of such agreement; scrutiny from competition and pricing authorities around the world, including our ability to comply with and operate under our deferred prosecution agreement (“DPA”) with the U.S. Department of Justice (“DOJ”); potential liability for intellectual property right infringement; product liability claims; failure to comply with complex Medicare, Medicaid and other governmental programs reporting and payment obligations; compliance with anti-corruption, sanctions and trade control laws; environmental risks; and the impact of sustainability issues;
 
3

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
 
   
the impact of the state of war declared in Israel and the military activity in the region, including the risk of disruptions to our operations and facilities, such as our manufacturing and R&D facilities, located in Israel, the impact of our employees who are military reservists being called to active military duty, and the impact of the war on the economic, social and political stability of Israel;
 
   
other financial and economic risks, including: our exposure to currency fluctuations and restrictions as well as credit risks; potential impairments of our long-lived assets; the impact of geopolitical conflicts including the state of war declared in Israel and the conflict between Russia and Ukraine; potential significant increases in tax liabilities; the effect on our overall effective tax rate of the termination or expiration of governmental programs or tax benefits, or of a change in our business; and our ability to remediate an existing material weakness in our internal control over financial reporting;
and other factors discussed in this Quarterly Report on Form
10-Q
and in our Annual Report on Form
10-K
for the year ended December 31, 2023, including in the sections captioned “Risk Factors.” Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements.
 
4

PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
CONSOLIDATED BALANCE SHEETS
(U.S. dollars in millions, except for share data)
(Unaudited)
 
    
June 30,
   
December 31,
 
    
2024
   
2023
 
ASSETS
    
Current assets:
    
Cash and cash equivalents
  
$
 
 
$
 
Accounts receivables, net of allowance for credit losses of $ million as of June 30, 2024 and as of December 31, 2023.
            
Inventories
            
Prepaid expenses
            
Other current assets
            
Assets held for sale
            
  
 
 
   
 
 
 
Total current assets
            
Deferred income taxes
            
Other
non-current
assets
            
Property, plant and equipment, net
            
Operating lease
right-of-use
assets, net
            
Identifiable intangible assets, net
            
Goodwill
            
  
 
 
   
 
 
 
Total assets
  
$
 
 
$
 
  
 
 
   
 
 
 
LIABILITIES AND EQUITY
    
Current liabilities:
    
Short-term debt
  
$
 
 
$
 
Sales reserves and allowances
            
Accounts payables
            
Employee-related obligations
            
Accrued expenses
            
Other current liabilities
            
Liabilities held for sale
            
  
 
 
   
 
 
 
Total current liabilities
            
Long-term liabilities:
    
Deferred income taxes
            
Other taxes and long-term liabilities
            
Senior notes and loans
            
Operating lease liabilities
            
  
 
 
   
 
 
 
Total long-term liabilities
            
  
 
 
   
 
 
 
Commitments and contingencies
, see note 10
          
  
 
 
   
 
 
 
Equity:
    
Teva shareholders’ equity:
    
Ordinary shares of NIS par value per share; June 30, 2024 and December 31, 2023: authorized  million shares; issued  million shares and  million shares, respectively.
            
Additional
paid-in
capital
            
Accumulated deficit
     ( )     (
Accumulated other comprehensive loss
     (     (
Treasury shares as of June 30, 2024 and December 31, 2023:  million ordinary shares
     (     (
  
 
 
   
 
 
 
            
  
 
 
   
 
 
 
Non-controlling
interests
            
  
 
 
   
 
 
 
Total equity
            
  
 
 
   
 
 
 
Total liabilities and equity
  
$
 
 
$
 
  
 
 
   
 
 
 
Amounts may not add up due to rounding.
The accompanying notes are an integral part of the financial statements.
 
5

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(U.S. dollars in millions, except share and per share data)
(Unaudited)
 
    
Three months ended
June 30,
   
Six months ended
June 30,
 
    
2024
   
2023
   
2024
   
2023
 
Net revenues
  
$
 
 
$
 
 
$
 
 
$
 
Cost of sales
                        
  
 
 
   
 
 
   
 
 
   
 
 
 
Gross profit
                        
Research and development expenses
                        
Selling and marketing expenses
                        
General and administrative expenses
                        
Intangible assets impairments
                        
Goodwill impairment
                        
Other assets impairments, restructuring and other items
                        
Legal settlements and loss contingencies
                        
Other income
     (     (     (     (
  
 
 
   
 
 
   
 
 
   
 
 
 
Operating income (loss)
     (     (     (     (
Financial expenses, net
                        
  
 
 
   
 
 
   
 
 
   
 
 
 
Income (loss) before income taxes
     (     (     (     (
Income taxes (benefit)
           (           (
Share in (profits) losses of associated companies, net
     (     (           (
  
 
 
   
 
 
   
 
 
   
 
 
 
Net income (loss)
     ( )     (     ( )     (
Net income (loss) attributable to
non-controlling
interests
     (     (     (     (
  
 
 
   
 
 
   
 
 
   
 
 
 
Net income (loss) attributable to Teva
     ( )     (     ( )     (
  
 
 
   
 
 
   
 
 
   
 
 
 
Earnings (loss) per share attributable to ordinary shareholders:
        
Basic
   $ ( )   $ (   $ ( )   $ (
  
 
 
   
 
 
   
 
 
   
 
 
 
Diluted
   $ ( )   $ (   $ ( )   $ (
  
 
 
   
 
 
   
 
 
   
 
 
 
Weighted average number of shares (in millions):
        
Basic
                        
  
 
 
   
 
 
   
 
 
   
 
 
 
Diluted
                        
  
 
 
   
 
 
   
 
 
   
 
 
 
Amounts may not add up due to rounding.
The accompanying notes are an integral part of the financial statements.
 
6
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(U.S. dollars in millions)
(Unaudited)

 
  
Three months ended
June 30,
 
 
Six months ended
June 30,
 
 
  
2024
 
 
2023
 
 
2024
 
 
2023
 
Net income (loss)
  
$
(
)
 
$
(
 
$
(
)
 
$
(
Other comprehensive income (loss), net of tax:
  
 
 
 
Currency translation adjustment
  
 
(
 
 
(
 
 
(
)
 
 
 
Unrealized gain (loss) from derivative financial instruments, net
  
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss on defined benefit plans
  
 
 
 
 
 
 
 
(
)
 
 
(
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total other comprehensive income (loss)
  
 
(
)
 
 
(
 
 
(
)
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total comprehensive income (loss)
  
 
(
)
 
 
(
 
 
(
)
 
 
(
Comprehensive income (loss) attributable to
non-controlling
interests
  
 
(
)
 
 
(
 
 
(
)
 
 
(
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Comprehensive income (loss) attributable to Teva
  
$
(
)
 
$
(
 
$
(
)
 
$
(
  
 
 
   
 
 
   
 
 
   
 
 
 
Amounts may not add up due to rounding.
The accompanying notes are an integral part of the financial statements.
 
7

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 
   
Teva shareholders’ equity
             
   
Ordinary shares
                                           
   
Number of
shares (in
millions)
   
Stated
value
   
Additional
paid-in capital
   
Retained
earnings
(accumulated
deficit)
   
Accumulated other
comprehensive
(loss)
   
Treasury
shares
   
Total Teva
shareholders’
equity
   
Non-controlling

interests
   
Total
equity
 
   
(U.S. dollars in millions)
 
Balance at March 31, 2024
                      (     (     (                  
Net Income (loss)
          ( )         ( )     (     ( )
Other comprehensive income (loss)
            (       (     (     (
Issuance of Shares
    *       *               *         *  
Stock-based compensa
tio
n expense
                             
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at June 30, 2024
        $     $     $ ( )   $ ( )   $ ( )   $     $     $  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
*
Represents an amount less than  million.
 
   
Teva shareholders’ equity
             
   
Ordinary shares
                                           
   
Number of
shares (in
millions)
   
Stated
value
   
Additional
paid-in capital
   
Retained
earnings
(accumulated
deficit)
   
Accumulated other
comprehensive
(loss)
   
Treasury
shares
   
Total Teva
shareholders’
equity
   
Non-controlling

interests
   
Total
equity
 
   
(U.S. dollars in millions)
 
Balance at December 31, 2023
                      (     (     (                  
Net Income (loss)
          (
)
        ( )     (     ( )
Other comprehensive income (loss)
            (       (     (     (
Issuance of Shares
                *                      
Stock-based compensation expense
                          —         
Proceeds from exercise of options
                             
Dividend to non-controlling interests**
                  (     (
Purchase of shares from
non-controlling
interests***
        (       (       (     (     (
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at June 30, 2024
        $     $     $ ( )   $ (   $ (   $     $     $  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
*
Represents an amount less than $ million.
**
In connection with dividends to
non-controlling
interests in Teva’s joint venture in Japan.
***
Purchase of shares from
non-controlling
interests in a Teva’s subsidiary in Switzerland.
 
8

   
Teva shareholders’ equity
             
   
Ordinary shares
                                           
   
Number of
shares (in
millions)
   
Stated
value
   
Additional
paid-in

capital
   
Retained
earnings
(accumulated
deficit)
   
Accumulated other
comprehensive
(loss)
   
Treasury
shares
   
Total Teva
shareholders’
equity
   
Non-controlling

interests
   
Total equity
 
   
(U.S. dollars in millions)
 
Balance at March 31, 2023**
                      (     (     (                  
Net Income (loss)**
          (         (     (     (
Other comprehensive income (loss)
                          (     (
Issuance of shares
          *
    *             *         *
Stock-based compensation expense
                             
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at June 30, 2023**
        $     $     $ (   $ (   $ (   $     $     $  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
*
Represents an amount less than $ million.
**
The data presented for prior periods has been revised to reflect a rev
is
ion in relation to a contingent consideration liability and related expenses in the consolidated financial statements. For additional information, see note 1c.
 
   
Teva shareholders’ equity
             
   
Ordinary shares
                                           
    
Number of
shares (in
millions)
    
Stated
value
    
Additional
paid-in

capital
    
Retained
earnings
(accumulated
deficit)
   
Accumulated other
comprehensive
(loss)
   
Treasury
shares
   
Total Teva
shareholders’
equity
   
Non-controlling

interests
   
Total
equity
 
   
(U.S. dollars in millions)
 
Balance at December 31, 2022**
                      (     (     (                  
Net Income (loss)
          ( )         ( )     (     (
Other comprehensive income (loss)
                          (      
Issuance of Shares
          *               *
      *  
Stock-based compensation expense
                          —         
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at June 30, 2023**
        $     $     $ (   $ (   $ (   $     $     $  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
*
Represents an amount less than $ million.
**
The data presented for prior periods has been revised to reflect a revision in relation to a contingent consideration liability and related expenses in the consolidated financial statements. For additional information, see note 1c.
Amounts may not add up due to rounding.
The accompanying notes are an integral part of the financial statements.
 
9
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in millions)
(Unaudited)
 
    
Three months ended
   
Six months ended
 
    
June 30,
   
June 30,
 
    
2024
   
2023
   
2024
   
2023
 
Operating activities:
        
Net income (loss)
   $ ( )     (   $ (     (
Adjustments to reconcile net income (loss) to net cash provided by operations:
        
Depreciation and amortization
                        
Impairment of goodwill
                        
Impairment of long-lived assets and assets held for sale
                        
Net change in operating assets and liabilities
     (           (     (
Deferred income taxes – net and uncertain tax positions
     (     (     (     (
Stock-based compensation
                        
Other items *
           (            
Net loss (gain) from investments and from sale of long-lived assets
     (     (     (     (
  
 
 
   
 
 
   
 
 
   
 
 
 
Net cash provided by (used in) operating activities
                 (      
  
 
 
   
 
 
   
 
 
   
 
 
 
Investing activities:
        
Beneficial interest collected in exchange for securitized trade receivables
                        
Purchases of property, plant and equipment and intangible assets
     (     (     (     (
Proceeds from sale of business and long-lived assets
                        
Acquisition of businesses, net of cash acquired
                 (      
Purchases of investments and other assets
     (     (     (     (
Other investing activities
           (           (
  
 
 
   
 
 
   
 
 
   
 
 
 
Net cash provided by (used in) investing activities
                        
  
 
 
   
 
 
   
 
 
   
 
 
 
Financing activities:
        
Purchase of shares from
non-controlling
interests
                 (      
Dividends paid to
non-controlling
interests
                 (      
Repayment of senior notes and loans and other long term liabilities
     (           (     (
Proceeds from senior notes, net of issuance costs
                        
Other financing activities
     (     (     (     (
  
 
 
   
 
 
   
 
 
   
 
 
 
Net cash provided by (used in) financing activities
     (     (     (     (
  
 
 
   
 
 
   
 
 
   
 
 
 
Translation adjustment on cash and cash equivalents
     (     (     (     (
  
 
 
   
 
 
   
 
 
   
 
 
 
Net change in cash, cash equivalents and restricted cash
     (           (     (
Balance of cash, cash equivalents and restricted cash at beginning of period
                        
  
 
 
   
 
 
   
 
 
   
 
 
 
Balance of cash, cash equivalents and restricted cash at end of period
   $                    
  
 
 
   
 
 
   
 
 
   
 
 
 
Cash and cash equivalents
                        
Restricted cash included in other current assets . .
                        
  
 
 
   
 
 
   
 
 
   
 
 
 
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
                        
  
 
 
   
 
 
   
 
 
   
 
 
 
Non-cash
financing and investing activities:
        
Beneficial interest obtained in exchange for securitized accounts receivables
   $                    
 
*
Adjustment in the three months period ended June 30, 2024 was mainly related to an agreement with the Israeli Tax Authorities. See note 11.
Amounts may not add up due to rounding
The accompanying notes are an integral part of the financial statements.
 
10

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
 million, of which $ million related to 2022 and $ million related to 2023. These errors resulted from the exclusion of royalty payments that should have been included in the fair value
re-measurement
calculation of the contingent consideration liability as of and for the year ended December 31, 2022, and the quarterly and
year-to-date
periods ended June 30, September 30 and December 31, 2022, and March 31, June 30 and September 30, 2023. These errors did not impact the Company’s actual royalty payments, as well as total cash flows from operating activities, financing activities and investing activities in the periods stated above.
The Company evaluated the errors, individually and in the aggregate, considering both qualitative and quantitative factors, and concluded that these errors did not have a material impact on any of the prior periods stated above. However, the aggregate amount of the prior period errors in 2022, would have been material to the consolidated financial statements for fiscal year 2023. Therefore, the Company has revised the prior periods impacted for these errors.
 
                $              
Operating income (loss)
     ()       ()       ()       ()       ()       ()  
Income (loss) before income taxes
     ()       ()       ()       ()       ()       ()  
Income taxes (benefit)
     ()       §       ()       ()               ()  
Net income (loss)
     ()       ()       ()       ()       ()       ()  
Net income (loss) attributable to Teva
     ()       ()       ()       ()       ()       ()
Basic and diluted loss per share
   $ ()       ()       ()     $ ()       ()       ()  
§ 
Represents an amount less than $ million.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     June 30, 2023  
     As
previously
reported
     Adjustment      As revised  
     U.S. $ in millions  
     (Unaudited)  
Deferred income taxes
   $                
Total assets
                    
Other taxes and long-term liabilities
                    
Total long-term liabilities
                    
Total liabilities
                    
Teva shareholders’ equity:
        
Accumulated deficit
     (      (      (
Total equity
            (       
Total liabilities and equity
   $                
 
13

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
 
 million, which were recorded as R&D expenses. mAbxience may be eligible for additional future development, regulatory and commercial milestone payments, in an aggregate amount of up to $ million
.
Launch Therapeutics and Abingworth
On March 28, 2024, Teva and Launch Therapeutics, Inc. (“Launch Therapeutics”) entered into a clinical collaboration agreement to further accelerate the clinical research program of Teva’s
ICS-SABA
(TEV-‘248).
As part of this clinical collaboration agreement Teva also entered into a development funding agreement with funds affiliated with Abingworth LLP (“Abingworth”). Under the clinical collaboration agreement, Launch Therapeutics, a clinical development company backed by Abingworth and Carlyle, the global investment firm, will have the lead role in the operational execution and management of the planned clinical trials. Teva will retain primary responsibility for manufacturing, regulatory interactions in the U.S., and commercialization.
ICS-SABA
(TEV-’248)
is currently in Phase 3 for the treatment of asthma symptoms addressing both immediate symptoms and long-term inflammation.
Under such development funding agreement, Abingworth will provide Teva up to
$ million to fund ongoing development costs for
ICS-SABA
(TEV-‘248).
In exchange and subject to regulatory approval, Teva will pay Abingworth a milestone payment in the amount actually funded by Abingworth up to $ million, as well as success payments based on
ICS-SABA
(TEV-‘248)
sales. Teva will recognize the funding as reimbursement for R&D expenses.
Biolojic Design
On November 26, 2023, Teva entered into a license agreement with Biolojic Design Ltd. (“Biolojic”), pursuant to which Teva received exclusive rights to develop, manufacture and globally commercialize a BD9 multibody for the potential treatment of Atopic Dermatitis and Asthma. In exchange, Teva paid an upfront payment in an amount of $ million in January 2024, which was recorded as an R&D expense in the fourth quarter of 2023
.
 
Biolojic may be eligible to receive additional development and commercial milestone payments of up to approximately $ million, over the next several years, based on the achievement of certain
pre-clinical,
clinical and regulatory milestones, with the majority of the payments based on future revenue achievements.
Royalty Pharma
On November 9, 2023, Teva entered into a funding agreement with Royalty Pharma plc. (“Royalty Pharma”) to further accelerate the clinical research program for Teva’s olanzapine LAI
(TEV-’749).
Under the terms of the funding agreement, Royalty Pharma will provide Teva up to $ million to fund ongoing development costs for olanzapine LAI
(TEV-‘749),
and Royalty Pharma and Teva had a mutual option to increase the total funding amount to $ million, which
 
has expired
 as of the date of this Quarterly
Report on Form 10-Q. In exchange and subject 
to regulatory approval, Teva will pay Royalty Pharma a milestone payment in the amount actually funded by Royalty Pharma, paid over years, in addition to royalties upon commercialization. Teva will continue to lead the development and commercialization of the product globally. During the fourth quarter of 2023,
and
the first and second quarters of 2024, Teva recorded $ million, $ million and $ million, respectively, as reimbursement for R&D expenses in connection with this agreement. Olanzapine LAI
(TEV-’749)
is currently in Phase 3 for the treatment of schizophrenia (see also MedinCell transaction below).
 
 million in the fourth quarter of 2023, which was recognized as revenue. Additionally, Teva may receive up to $ billion in development and launch milestones. Each company will equally share the remaining development costs globally and net profits and losses in major markets, with other markets subject to a royalty arrangement, and Sanofi will lead the development of the Phase 3 program. Teva will lead commercialization of the product in Europe, Israel and specified other countries, and Sanofi will lead commercialization in North America, Japan, other parts of Asia and the rest of the world.
MODAG
In October 2021, Teva announced a license agreement with MODAG GmbH (“Modag”) providing Teva with an exclusive global license to develop, manufacture and commercialize Modag’s lead compound, emrusolmin
(TEV-’286)
and a related compound
(TEV-’287).
Emrusolmin
(TEV-’286)
was initially developed for the treatment of Multiple System Atrophy (“MSA”) and Parkinson’s disease, and has the potential to be applied to other treatments for neurodegenerative disorders, such as Alzheimer’s disease. A Phase 1b clinical trial for emrusolmin
(TEV-’286)
was completed and Teva expects to initiate a Phase 2 clinical trial in the coming months. In the fourth quarter of 2021, Teva made an upfront payment
of $ million to Modag, which was recorded as an R&D expense. Modag may be eligible for additional future development milestone payments, totaling an aggregate amount of up to $ million, as well as future commercial milestones and royalties.
Alvotech
In August 2020, Teva entered into an agreement with biopharmaceutical company Alvotech for the exclusive commercialization in the U.S. of five biosimilar product candidates. The initial pipeline for this collaboration contained biosimilar candidates addressing multiple therapeutic areas, including proposed biosimilars to Humira
®
(adalimumab) and Stelara
®
(ustekinumab). Under the terms of the agreement, Alvotech is responsible for the development, registration and supply of the biosimilar product candidates and Teva will exclusively commercialize the products in the U.S. In July 2023, Alvotech and Teva amended their collaboration agreement, adding two new biosimilar candidates as well as line extensions of two current biosimilar candidates to their partnership.
Teva made upfront and milestone payments in an aggregate amount of $ 
million in 2020, 2021 and 2023. Additionally, during the six months ended June 30, 2024, Teva recognized milestone payments in an aggregate amount
 of $ million, of which $ million was paid in the second quarter of 2024 and $ million was paid in July 2024. Additional development and commercial milestone payments of up to approximately $ million, in addition to royalty and milestone payments related to the amendment of the collaboration agreement entered into in July 2023, may be payable by Teva over the next few years. Teva and Alvotech will share revenue from the commercialization of these biosimilars.
The amendment of the collaboration agreement entered into in July 2023 includes increased involvement by Teva regarding manufacturing and quality at Alvotech’s manufacturing facility. In connection with Teva’s amendment of its strategic partnership with Alvotech, on September 29, 2023,
Teva
purchased
 $ 
million of subordinated convertible bonds of Alvotech. On June 26, 2024, Alvotech announced its intention to exercise its redemption rights and redeemed the convertible bonds for
 $ 
million, including accrued interest, which were paid to Teva in July 2024.
On February 24, 2024, Alvotech and Teva announced that the FDA approved SIMLANDI
®
(adalimumab-ryvk) injection, as an interchangeable biosimilar to Humira
®
, for the treatment of adult rheumatoid arthritis, juvenile idiopathic arthritis, adult psoriatic arthritis, adult ankylosing spondylitis, Crohn’s disease, adult ulcerative colitis, adult plaque psoriasis, adult hidradenitis suppurativa and adult uveitis. On April 17, 2024, Alvotech and Teva amended their collaboration agreement to enable the purchase by Quallent of a private label adalimumab-ryvk injection from Alvotech for the U.S. market, with Alvotech sharing profits with Teva on the private label sales. On May 20, 2024, Alvotech and Teva announced that SIMLANDI is available in the United States.
With respect to the proposed biosimilar to Stelara
®
, on June 12, 2023, Alvotech and Teva reached a settlement and license agreement with Johnson & Johnson, granting a licensed entry date in the U.S. no later than
.
On April 16, 2024, Alvotech and Teva announced that the FDA approved SELARSDI
TM
(ustekinumab-aekn) injection for subcutaneous use, as a biosimilar to Stelara
®
, for the treatment of moderate to severe plaque psoriasis and for active psoriatic arthritis in adults and pediatric patients
six
 years and older.
 million upfront payment and a milestone payment of $ million in 2017. During the second quarter of 2022, Takeda initiated its Phase 2 study of modakafusp alfa (formerly
TAK-573
or TEV ’573) and as a result paid Teva a milestone payment of $ million, which was recognized as revenue in the second quarter of 2022. In the fourth quarter of 2023, Takeda discontinued further internal development of modakafusp alfa, and in April 2024, informed Teva of its intent to terminate the agreement with respect to such product candidate. Takeda continues to have rights under the license agreement with respect to other product candidates. Teva is assessing its next steps with respect to modakafusp alfa.
MedinCell
In November 2013, Teva entered into an agreement with MedinCell for the development and commercialization of multiple long-acting injectable (“LAI”) products. Teva leads the clinical development and regulatory process and is responsible for the commercialization of these products. The lead product is risperidone LAI (formerly known as
TV-46000).
On April 28, 2023, the FDA approved UZEDY
®
(risperidone) extended-release injectable suspension for the treatment of schizophrenia in adults, which was launched in the U.S. in May 2023. MedinCell may be eligible for future sales-based milestones of up to $ million with respect to UZEDY. Teva also pays MedinCell royalties on net sales.
The second selected product candidate is olanzapine LAI
(TEV-’749)
for the treatment of schizophrenia. In the third quarter of 2022, Teva decided to progress development of the product to Phase 3 and, as a result, paid a $ 
million milestone payment to MedinCell, which was recognized as R&D expenses. On May 8, 2024, Teva and MedinCell announced positive phase 3 efficacy results from a trial evaluating olanzapine LAI as a once-monthly subcutaneous long-acting injectable in adults with schizophrenia. Additional safety and efficacy results are planned in the second half of 2024. MedinCell may become eligible for further development and commercial milestones of up to $ million, as well as royalties on sales of olanzapine LAI
(TEV-’749).
Assets and Liabilities Held for Sale:
General
Assets and liabilities held for sale as of June 30, 2024 and December 2023, included certain businesses in Teva’s International Markets segment that are expected to be sold within the next year, mainly the business venture in Japan.
In connection with the held for sale classification, in the first quarter of 2024, Teva recorded expenses of $ million due to an expected loss upon sale, including $ million of expected loss from reclassification of currency translation adjustments to the statements of income upon sale, in other assets impairments, restructuring and other items. In the second quarter of 2024, Teva recorded an additional expense of $ 
million related to the expected loss from reclassification of currency translation adjustments referred to above. See note 12.
        
Accounts receivables
               
Goodwill
             
Identifiable intangible assets, net
               
Property, plant and equipment, net
             
Other current and
non-current
assets
             
Expected loss on sale*
     ( )             
 
 
    
 
 
 
Total assets of the disposal group classified as held for sale in the consolidated balance sheets
   $      $     
 
 
    
 
 
 
Accounts payables
     ( )          
Other liabilities
     ( )       ( ) 
Expected loss on sale*
     ( )             
 
 
    
 
 
 
Total liabilities of the disposal group classified as held for sale in the consolidated balance sheets
   $ ( )     $ ( )    
 
 
    
 
 
 
 
*
Includes an expected loss from reclassification of currency translation adjustments to the consolidated statements of income (loss) upon sale.
 
1
6

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
 
                            
Licensing arrangements
                                 
Distribution
            §                        
Other
     §                                
 
 
    
 
 
    
 
 
    
 
 
   
 
 
     $      $      $      $     $     
 
 
    
 
 
    
 
 
    
 
 
   
 
 
 
 
§
Represents an amount less than $0.5 million.
 
 
 
Three months ended June 30, 2023
 
 
 
United States
 
 
Europe
 
 
International
Markets
 
 
Other activities
 
 
Total
 
 
 
(U.S.$ in millions)
 
Sale of goods
                                
Licensing arrangements
                                
Distribution
        
§
                     
Other
     (     (                    
  
 
 
   
 
 
   
 
 
    
 
 
    
 
 
 
   $     $     $      $      $  
  
 
 
   
 
 
   
 
 
    
 
 
    
 
 
 
 
§
Represents an amount less than $0.5 million.

 
 
Six months ended June 30, 2024
 
 
 
United States
 
 
Europe
 
 
International
Markets
 
 
Other activities
 
 
Total
 
 
 
(U.S.$ in millions)
 
Sale of goods
                                  
Licensing arrangements
                                  
Distribution
                                  
Other
                                  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
$
 
  
$
 
  
$
 
  
$
 
  
$
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
 
                            
Licensing arrangements
                                 
Distribution
           
§
                       
Other
    
§
       ( )                        
 
 
    
 
 
   
 
 
    
 
 
    
 
 
    
$
 
  
$
 
 
$
 
  
$
 
  
$
    
 
 
    
 
 
   
 
 
    
 
 
    
 
 
 
 
§
Represents an amount less than $0.5 million.
% of the Company’s total SR&A as of June 30, 2024, with the remaining balance primarily related to customers in Canada and Germany. The changes in SR&A for third-party sales for the six months ended June 30, 2024 and 2023 were as follows:
     $      $      $      $      $      $      $  
Provisions related to sales made in current year
 
period
                                               
Provisions related to sales made in prior periods
                        ( )      ( )      ( )             
Credits and payments
    ( )     ( )     ( )      ( )      ( )     ( )      ( )      ( ) 
Translation differences
            ( )      ( )      ( )      ( )      ( )      ( )      ( )    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Balance at June 30, 2024
  $     $     $     $     $     $     $     $     
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
 
 
 
Sales Reserves and Allowances
 
 
 
 
 
 
Reserves
included in
Accounts
Receivable, net
 
 
Rebates
 
 
Medicaid and
other
governmental
allowances
 
 
Chargebacks
 
 
Returns
 
 
Other
 
 
Total reserves
included in
Sales Reserves
and Allowances
 
 
Total
 
 
 
(U.S.$ in millions)
 
Balance at January 1, 2023
   $     $     $     $     $     $     $     $  
Provisions related to sales made in current year period
                                                
Provisions related to sales made in prior periods
           (     (     (           (     (     (
Credits and payments
     (     (     (     (     (     (     (     (
Translation differences
                                   (            
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at June 30, 2023
   $     $     $     $     $     $     $     $  
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
18

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
 
     $  
Raw and packaging materials
             
Products in process
             
Materials in transit and payments on account
                
 
 
    
 
 
     $      $     
 
 
    
 
 
 
   $    $      $      $    $  
Trade names
                                         
In process research and development
                                                
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $      $      $      $      $      $     
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Product rights and trade names
Product rights and trade names are assets presented at amortized cost. Product rights and trade names represent a portfolio of pharmaceutical products in various therapeutic categories from various acquisitions with a weighted average life period of approximately years.
Amortization of intangible assets was $ million and $ million in the three months ended June 30, 2024 and 2023, respectively.
Amortization of intangible assets was $ million and $ million in the six months ended June 30, 2024 and 2023, respectively.
IPR&D
Teva’s IPR&D are assets that have not yet been approved in its major markets. IPR&D carries intrinsic risks that the asset might not succeed in advanced phases and may be impaired in future periods.
Intangible assets impairments
Impairments of long-lived intangible assets for the three months ended June 30, 2024 and 2023 were $ million and $ million, respectively.
Impairments in the second quarter of 2024 consisted of:
 
  (a)
Identifiable product rights of $ million, mainly due to updated market assumptions regarding price and volume of products mainly in the
U.S.; and 
 
 million, mainly related to generic pipeline products resulting from development progress and changes in other key valuation indications (e.g., market size, competition assumptions, legal landscape and launch date).
Impairments in the second quarter of 2023 consisted of:
 
  (a)
Identifiable product rights of $ million, mainly related to updated market assumptions regarding price and volume of products; and
 
  (b)
IPR&D assets of $ million, related to generic pipeline products resulting from development progress and changes in other key valuation indications (e.g., market size, competition assumptions, legal landscape and launch date).
Impairments of long-lived intangible assets for the six months ended June 30, 2024 and 2023 were $ million and $ million, respectively.
Impairments in the first six months of 2024 consisted of:
 
  (a)
Identifiable product rights of $ million, mainly due to updated market assumptions regarding price and volume of products mainly in the
U.S.; and 
 
  (b)
IPR&D assets of $ million, mainly related to generic pipeline products resulting from development progress and changes in other key valuation indications mainly in
the U.S. (e.g., market size, competition assumptions, legal landscape and launch date). 
Impairments in the first six months of 2023 consisted of:
 
  (a)
Identifiable product rights of $ million due to: (i) $ million in Japan, mainly related to regulatory pricing reductions; and (ii) $ million related to updated market assumptions regarding price and volume of products; and
 
  (b)
IPR&D assets of $ million, mainly related to generic pipeline products resulting from development progress and changes in other key valuation indications (e.g., market size, competition assumptions, legal landscape and launch date).
The fair value measurement of the impaired intangible assets in the first six months ended June 30, 2024 is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. The discount rate applied ranged from % to %. A probability of success factor ranging from % to % was used in the fair value calculation to reflect inherent regulatory and commercial risk of IPR&D.
 
2
0

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
 
    $        $     $     $     $     $  
Goodwill allocation related to the shift of Canada to International Markets
     ( )                                              
Balance as of January 1, 2024
   $       $      $     $     $     $     $  
Other changes during the period:
               
Goodwill impairment
                                      ( )              ( ) 
Goodwill reclassified as assets held for sale
                              ( )                      ( ) 
Translation differences
                      ( )      ( )      ( )      ( )      ( )    
 
 
   
 
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance as of June 30, 2024 (1)
   $       $      $     $     $     $     $     
 
 
   
 
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
(1)
Cumulative goodwill impairment as of June 30, 2024 and December 31, 2023 was approximately $ billion and $ billion, respectively.
Teva operates its business through three reporting segments: United States, Europe and International Markets. Each of these business segments is a reporting unit. Additional reporting units include Teva’s production and sale of APIs to third parties (“Teva API”) and an
out-licensing
platform offering a portfolio of products to other pharmaceutical companies through its affiliate Medis. Teva’s API and Medis reporting units are included under “Other” in the table above. See note 15 for additional segment information.
Teva determines the fair value of its reporting units using the income approach. The income approach is a forward-looking approach for estimating fair value. Within the income approach, the method used is the discounted cash flow method. Teva begins with a forecast of all the expected net cash flows associated with the reporting unit, which includes the application of a terminal value, and then applies a discount rate to arrive at a net present value amount. Cash flow projections are based on Teva’s estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted average cost of capital (“WACC”), adjusted for the relevant risk associated with country-specific and business-specific characteristics. If any of these expectations were to vary materially from Teva’s assumptions, Teva may record an impairment of goodwill allocated to these reporting units in the future.
First Quarter Developments
As further discussed in note 15, as of January 1, 2024, Canada is reported as part of Teva’s International Markets segment and not as part of Teva’s North America segment, which has been renamed as Teva’s United States segment. As a result, Teva aligned its segment reporting and its reporting units in accordance with this change, and reallocated its goodwill to the adjusted reporting units using a relative fair value allocation. In conjunction with the goodwill reallocation, Teva performed a goodwill impairment test for the balances in its adjusted United States and International Markets reporting units and concluded that the fair value of each reporting unit was in excess of its carrying value.
During the first quarter of 2024, management evaluated whether there were any developments that occurred during the quarter to determine if it was more likely than not that the fair value of any of its reporting units was below its carrying amount as of March 31, 2024. Management concluded that no triggering event had occurred and, therefore, no quantitative assessment was performed.
 
%.
Second Quarter Developments
During the second quarter of 2024, Teva completed its long-range planning (“LRP”) process. The LRP is part of Teva’s internal financial planning and budgeting processes and is discussed and reviewed by Teva’s management and its board of directors.
Additionally, Teva conducted a quantitative analysis of all reporting units as part of its annual goodwill impairment test with the assistance of an independent valuation expert.
As disclosed in prior periods, the excess of the estimated fair value of Teva’s API reporting unit over its estimated carrying amount was negligible as of December 31, 2023 and March 31, 2024. The updated quantitative analysis performed in the second quarter of 2024, which was based on the aforementioned LRP process and Teva’s Pivot to Growth strategy assumptions, resulted in a recognition of a goodwill impairment charge of $ million related to Teva’s API reporting unit.
Following the goodwill impairment charges recorded in relation to Teva’s API reporting unit, the carrying values of this reporting unit equaled its fair value as of June 30, 2024. Therefore, if business conditions or expectations were to change materially, it may be necessary to record further impairment charges to Teva’s API reporting unit in the future.
Teva’s United States, Europe, International Markets and Medis reporting units had fair values in excess of % over their book values as of June 30,
2024.
In the second quarter of 2023, Teva recorded a goodwill impairment charge of $ million related to its International Markets reporting unit, mainly due to an increase in the discount rate due to higher risk associated with country-specific characteristics of several countries.
%                   
Current maturities of long-term liabilities
 
             
 
 
   
 
 
 
Total short-term debt
 
  $     $    
 
 
   
 
 
 
Convertible senior debentures
The principal amount of Teva’s % convertible senior debentures due in 2026 was $ million as of June 30, 2024 and as of December 31, 2023. 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. Due to the “net share settlement” feature, exercisable at any time, these convertible senior debentures are classified in the Balance Sheet under ‘short-term debt’.
 million
    %                   
Sustainability-linked senior notes EUR  million (
1
)(*)
    %                   
Sustainability-linked senior notes EUR  million (
2
)(*)
    %                   
Senior notes EUR  million
    %                   
Senior notes EUR  million
    %                   
Sustainability-linked senior notes EUR  million (
3
)(*)
    %                   
Senior notes EUR  million
    %                   
Senior notes EUR  million
    %                   
Sustainability-linked senior notes EUR  million (
3
)(*)
    %                   
Senior notes USD  million
    %                   
Senior notes USD  million
    %                   
Senior notes USD  million (
4)
    %                     
Senior notes USD  million
    %                   
Senior notes USD  million
    %                   
Sustainability-linked senior notes USD  million (
2
)(*)
    %                   
Sustainability-linked senior notes USD  million (
1
)(*)
    %                   
Senior notes USD  million
    %                   
Sustainability-linked senior notes USD  million (3)(*)
    %                   
Sustainability-linked senior notes USD  million (
3
)(*)
    %                   
Senior notes CHF  million
    %                         
 
 
   
 
 
 
Total senior notes
               
Other long-term debt
               
Less current maturities
        ( )      ( ) 
Less debt issuance costs
        ( )      ( )       
 
 
   
 
 
 
Total senior notes and loans
      $     $        
 
 
   
 
 
 
 
(1)
If Teva fails to achieve certain sustainability performance targets, the interest rate shall increase by
%-%
per annum, from and including May 9, 2026.
(2)
If Teva fails to achieve certain sustainability performance targets, a
one-time
premium payment of
%-%
out of the principal amount will be paid at maturity or upon earlier redemption, if such redemption is on or after .
(3)
If Teva fails to achieve certain sustainability performance targets, the interest rate shall increase by
%
-
%
per annum, from and including September 15, 2026.
(4)
In April 2024, Teva repaid $ million of its % senior notes due 2024 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 June 30, 2024 was effectively denominated in the following currencies: % in U.S. dollars, % in euro and % in Swiss franc.

 billion unsecured syndicated sustainability-linked revolving credit facility entered into in April 2022, as amended on February 6, 2023 and on May 3, 2024 (“RCF”).
The RCF had an initial maturity date of
April 2026
with two
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) x in 2024, 2025 and in the first quarter of 2026, (ii) x in the second, third and fourth quarters of 2026 and (iii) x 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.
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.
% of Teva’s revenues were denominated in currencies other than the U.S. dollar. As a result, Teva is subject to significant foreign currency risks.
The Company enters into forward exchange contracts and purchases and writes options in order to hedge the currency exposure on balance sheet items, revenues and expenses. In addition, the Company takes measures to reduce its exposure by using natural hedging. The Company also acts to offset risks in opposite directions among the subsidiaries within Teva. The currency hedged items are usually denominated in the following main currencies: euro, Swiss franc, Japanese yen, British pound, Russian ruble, Canadian dollar, Polish zloty, new Israeli shekel, Indian rupee and other currencies. Depending on market conditions, foreign currency risk is also managed through the use of foreign currency debt.
The Company may choose to hedge against possible fluctuations in foreign subsidiaries net assets (“net investment hedge”) and has in the past entered into cross-currency swaps and forward-contracts in order to hedge such an exposure.
Most of the counterparties to the derivatives are major banks and the Company is monitoring the associated inherent credit risks. The Company does not enter into derivative transactions for trading purposes.
 
b.
Interest risk management:
The Company raises capital through various debt instruments, including senior notes, sustainability-linked senior notes, bank loans and convertible debentures that bear fixed or variable interest rates, as well as a syndicated sustainability-linked revolving credit facility and securitization programs that bear a variable interest rate. In some cases, the Company has swapped from a fixed to a variable interest rate (“fair value hedge”) and from a fixed to a fixed interest rate with an exchange from a currency other than the functional currency (“cash flow hedge”), thereby reducing overall interest expenses or hedging risks associated with interest rate fluctuations. As of June 30, 2024, all outstanding senior notes, sustainability-linked senior notes and convertible debentures bear a fixed interest rate.
 
       $  
 
 
 
 
 
 
 
       $        $      $  
Other
non-current
assets:
           
Cross-currency swap-cash flow hedge (1)
                                 
Liability derivatives:
           
Other current liabilities:
           
Option and forward contracts
                       ( )       ( ) 
 
     $      $ ( )     $ ( ) 
Cross-currency swaps - cash flow hedge (1)
              ( )                ( )      
Financial expenses, net
    
Other comprehensive income (loss)
      
Six months ended,
    
Six months ended,
      
June 30,
2024
    
June 30, 

2023

    
June 30,
2024
    
June 30, 
2023

 
Reported under
  
(U.S. $ in millions)
 
Line items in which effects of hedges are recorded
   $      $      $ ( )    $  
Cross-currency swaps - cash flow hedge (1)
     ( )       ( )              ( ) 
     $      $ ( )    $ ( ) 
Option and forward contracts (2)
     ( )       ( )                   
Option and forward contracts economic hedge (3)
                              ( )      
Financial expenses, net
    
Net revenues
      
Six months ended,
    
Six months ended,
      
June 30, 2024
    
June 30, 2023
    
June 30, 2024
    
June 30, 2023
 
Reported under
  
(U.S. $ in millions)
 
Line items in which effects of hedges are recorded
   $      $      $ ( )     $ ( ) 
Option and forward contracts (2)
     ( )       ( )                   
Option and forward contracts economic hedge (3)
                       ( )        
 million.
(2)
Teva uses foreign exchange contracts (mainly option and forward contracts) to hedge balance sheet items from currency exposure. These foreign exchange contracts are not designated as hedging instruments for accounting purposes. In connection with these foreign exchange contracts, Teva recognizes gains or losses that offset the revaluation of the balance sheet items also recorded under financial expenses, net.
 
 
million. In the six months ended June 30, 2024, the positive impact from these derivatives recognized under revenues was
million. In the three months ended June 30, 2023, the positive impact from these derivatives recognized under
 
revenues
was $ 
million. In the six months ended June 30, 2023, the negative impact from these derivatives recognized under revenues was
million. Changes in the fair value of the derivative instruments are recognized in the same line item in the statements of income as the underlying exposure being hedged. Cash flows associated with these derivatives are reflected as cash flows from operating activities in the consolidated statements of cash flows.
 
 
e.
Amortizations due to terminated derivative instruments:
Forward-starting interest rate swaps and treasury lock agreements
In 2015, Teva entered into forward-starting interest rate swaps and treasury lock agreements to protect the Company from interest rate fluctuations in connection with a future debt issuance the Company was planning. These forward-starting interest rate swaps and treasury lock agreements were terminated in July 2016 upon the debt issuance. Termination of these transactions resulted in a loss position of $
 million, which was recorded as other comprehensive income (loss) and is amortized under financial expenses, net over the life of the debt.
With respect to these forward-starting interest rate swaps and treasury lock agreements, losses of $ million were recognized under financial expenses, net, for each of the three months ended June 30, 2024 and 2023, and losses of $ million and $ million were recognized under financial expenses, net for each of the six months ended June 30, 2024 and 2023, respectively.
 
 
f.
Securitization:
U.S. securitization program
On November 7, 2022, Teva and a bankruptcy-remote special purpose vehicle (“SPV”) entered into an accounts receivable securitization facility (“AR Facility”) with PNC Bank, National Association (“PNC”) with a
term. The AR Facility provided for purchases of accounts receivable by PNC in an amount of up to $
 billion through November 2023, and up to $
 million from November 2023 through November 2025. On June 30, 2023, the AR Facility agreement was amended to include an additional receivables purchaser under the agreement, in an amount of up to $
 million through November 2025. As a result, the total commitment of PNC was reduced to an amount of up to $
 million, effective June 30, 2023. Under the terms of the AR facility agreement, in November 2023, the total commitment of PNC was further reduced to an amount of up to $
 million through November 2025. On November 7, 2023, the SPV amended the agreement and increased the commitment amount to a maximum of $
 billion by including an additional receivables purchaser in an amount of up to $
 million through March 2024, which was then reduced by $
 million through November 2025. As a result, the commitment amount was reduced to a maximum of $
 million without any additional purchasers participating in the AR facility.
Pledged accounts receivables

In connection with the U.S. securitization program, accounts receivables, net of allowance for credit losses, include $
 million and $
 million as of June 30, 2024 and December 31, 2023, respectively, which are pledged by the SPV to PNC.
g. Supplier Finance Program Obligation
Teva maintains supply chain finance agreements with participating financial institutions. Under these agreements, participating suppliers may voluntarily elect to sell their accounts receivable with Teva to these financial institutions. Teva’s suppliers negotiate their financing agreements directly with the respective financial institutions and Teva is not a party to these agreements. Teva has no economic interest in its suppliers’ decisions to participate in the program and Teva pays the financial institutions the stated amount of confirmed invoices on the maturity dates, which is generally within 120 days from the date the invoice was received. The agreements with the financial institutions do not require Teva to provide assets pledged as security or other forms of guarantees for the supplier finance program. All outstanding amounts related to suppliers participating in the supplier finance program are recorded under accounts payables in Teva’s consolidated balance sheets. As of June 30, 2024 and December 31, 2023, respectively, $ million and $ million of
accounts payables to suppliers participating
 in these supplier finance programs were outstanding.
 
27

Table of Contents
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
 
 million in legal settlements and loss contingencies, compared to $ 
million in the second quarter of 2023. Expenses in the second quarter of 2024 were mainly related to an update to the estimated settlement provision for the opioid cases (mainly the effect of the passage of time on the net present value of the discounted payments), as well as an update in the estimated provision related to the settlement of several
opt-out
claims in connection with the Ontario Teachers Securities litigation, partially offset by an update to the estimated provision for the U.S. DOJ patient assistance program litigation. Expenses in the second quarter of 2023 were mainly related to a provision recorded in connection with the U.S. DOJ criminal antitrust charges on the marketing and pricing of certain Teva USA generic products, an update to the estimated settlement provision related to some of the remaining opioid cases including an agreement in principle on private hospital cases, and an update to the provision related to the settlement in the reverse-payment antitrust litigation over certain HIV medicines. See note 10.
In the first six months of 2024, Teva recorded expenses of $ million in legal settlements and loss contingencies, compared to $ 
million in the first six months of 2023. Expenses in the first six months of 2024 were mainly related to an update to the estimated settlement provision for the opioid cases (mainly the effect of the passage of time on the net present value of the discounted payments), as well as an update in the estimated provision related to the settlement of several
opt-out
claims in connection with the Ontario Teachers Securities litigation. Expenses in the first six months of 2023 were mainly related to an update to the estimated settlement provision related to the remaining opioid cases, the provision relating to the U.S. DOJ criminal antitrust charges on the marketing and pricing of certain Teva USA generic products, an update to the estimated provision related to the U.S. DOJ patient assistance program litigation and the provision related to the settlement of the reverse-payment antitrust litigation over certain HIV medicines.
 million and $ million, respectively.
 million jury verdict, not including
pre-
or post-judgment interest, finding Teva liable for patent infringement. The U.S. Supreme Court denied Teva’s appeal for a rehearing. The case has been remanded to the district court for further proceedings on Teva’s other legal and equitable defenses that have not yet been considered by the district court. Teva recognized a provision based on its offer to settle the matter.
In January 2021, Teva initiated a patent invalidity action against the compound patent and Supplementary Protection Certificate (“SPC”) asserted to cover Bristol-Myers Squibb Company’s (“BMS”) Eliquis
®
(apixaban). In May 2022, the U.K. High Court held that the compound patent and SPC are invalid and Teva began selling its generic version of Eliquis
®
(apixaban). In May 2023, the U.K. Court of Appeal upheld this decision and denied BMS’s request to appeal to the U.K. Supreme Court. On October 31, 2023, the U.K. Supreme Court denied BMS’s application for further review, making the decision to revoke the compound patent and SPC final. Separately, in February 2021, Teva initiated a patent invalidity action against the formulation patents, which are also under opposition at the European Patent Office (“EPO”). On July 15, 2022, the U.K. High Court held that these formulation patents were invalid but granted permission to appeal, which was subsequently stayed pending the outcome of the opposition at the EPO to one of the formulation patents. On December 21, 2023, the EPO’s Technical Board of Appeal held its hearing on the opposition, and on March 13, 2024, it issued a written decision revoking the patent. On May 15, 2024, BMS filed a submission to the Enlarged Board of Appeal seeking its permission to review the Technical Board of Appeal’s decision.
 
 billion at the time of settlement and at the time Teva launched its generic version of Effexor XR
®
in July 2010.
In February 2012, two purported classes of direct-purchaser plaintiffs filed claims against GSK and Teva in the U.S. District Court for the District of New Jersey for alleged violations of the antitrust laws in connection with their February 2005 settlement of patent litigation involving lamotrigine (generic Lamictal
®
). The plaintiffs claimed that the settlement agreement unlawfully delayed generic entry and sought unspecified damages. On February 1, 2023, the court denied plaintiffs’ renewed motion for class certification. During February 2023, a number of direct purchasers who were denied class certification filed suit as individual plaintiffs, which action was transferred to the U.S. District Court for the District of New Jersey. Annual sales of Lamictal
®
were approximately $ million at the time of the settlement and approximately $ billion at the time Teva launched its generic version of Lamictal
®
in July 2008.
In April 2013, purported classes of direct purchasers of, and end payers for, Niaspan
®
(extended release niacin) filed claims against Teva and Abbott for violating the antitrust laws by entering into a settlement agreement in April 2005 to resolve patent litigation over the product. A multidistrict litigation has been established in the U.S. District Court for the Eastern District of Pennsylvania. Throughout 2015 and in January 2016, several individual direct-purchaser
opt-out
plaintiffs filed complaints with allegations nearly identical to those of the direct purchasers’ class. On April 24, 2023, the U.S. District Court’s denial of the indirect purchasers’ motion for class certification was affirmed by the Court of Appeals for the Third Circuit, and on June 5, 2023, the Court of Appeals denied the indirect purchasers’ petition for
re-hearing.
In October 2016, the District Attorney for Orange County, California, filed a similar complaint in California state court, alleging violations of state law and seeking restitution and civil penalties. Annual sales of Niaspan
®
were approximately $ million at the time of the settlement and approximately $ billion at the time Teva launched its generic version of Niaspan
®
in September 2013.
 
 million at the time of the earlier Watson/Solvay settlement and approximately $ million at the time Actavis launched its generic version of AndroGel
®
1% in November 2015. A provision for this matter was previously included in the financial statements.
Between September 1, 2020 and December 20, 2020, plaintiffs purporting to represent putative classes of direct and indirect purchasers and
opt-out
retailer purchasers of Bystolic
®
(nebivolol hydrochloride) filed complaints in the U.S. District Court for the Southern District of New York against several generic manufacturers, including Teva, Actavis, and Watson, alleging, among other things, that the settlement agreements these generic manufacturers entered into with Forest Laboratories, Inc., the innovator, to resolve patent litigation over Bystolic
®
violated the antitrust laws. The cases were coordinated and on February 21, 2023, the court granted defendants’ motion to dismiss all claims in the second amended complaints with prejudice. Plaintiffs filed an appeal in the U.S. Court of Appeals for the Second Circuit, and on May 13, 2024, the Second Circuit affirmed the U.S. District Court’s dismissal with prejudice and issued a mandate on June 4, 2024, formally ending the appeal in the Second Circuit. Annual sales of Bystolic
®
in the United States were approximately $ million at the time of Watson’s 2013 settlement with Forest.
In November 2020, the European Commission issued a final decision in its proceedings against both Cephalon and Teva, finding that the 2005 settlement agreement between the parties had the object and effect of hindering the entry of generic modafinil, and imposed fines totaling euro  million on Teva and Cephalon. Teva and Cephalon filed an appeal against the decision in February 2021, and a judgment was issued on October 18, 2023 rejecting Teva’s grounds of appeal. A provision for this matter was included in the financial statements. Teva has provided the European Commission with a bank guarantee in the amount of the imposed fines. On January 4, 2024, Teva appealed the October 2023 judgment to the European Court of Justice.
In February 2021, the State of New Mexico filed a lawsuit against Teva and certain other defendants related to various medicines used to treat HIV (the “New Mexico litigation”). Between September 2021 and April 2022, several private plaintiffs including retailers and health insurance providers filed similar claims in various courts, which were all removed and/or consolidated into the U.S. District Court for the Northern District of California (the “California litigation”). As they relate to Teva, the lawsuits challenge settlement agreements Teva entered into with Gilead in 2013 and/or 2014 to resolve patent litigation relating to Teva’s generic versions of Viread
®
and/or Truvada
®
and Atripla
®
, although plaintiffs in the California litigation abandoned any claim for damages relating to the Viread
®
settlement. In May 2023, Teva and Gilead reached a settlement agreement with the retailer plaintiffs in the California litigation and Teva recognized a provision for this matter based on such settlement. On June 30, 2023, the jury in the trial against the remaining plaintiffs in the California litigation issued a verdict in favor of Teva and Gilead, rejecting all of the remaining plaintiffs’ claims. On February 12, 2024, the court entered a judgment as to all claims against Teva in the California litigation and the plaintiffs have filed notices of appeal with the U.S. Court of Appeals for the Ninth Circuit. In the New Mexico litigation, in the first quarter of 2024, Teva recognized a provision for the expected settlement with New Mexico. On June 27, 2024, Teva and the State of New Mexico finalized their settlement agreement, and the New Mexico court entered a consent judgment resolving the New Mexico litigation. Annual sales in the United States at the time of the settlement of Viread
®
, Truvada
®
and Atripla
®
were approximately
$ million, $ billion, and $ billion, respectively. Annual sales in the United States at the time Teva launched its generic version of Viread
®
in 2017, Truvada
®
in 2020 and Atripla
®
in 2020 were approximately $ million, $ billion and $ million, respectively.
In March 2021, the European Commission opened a formal antitrust investigation to assess whether Teva may have abused a dominant position by delaying the market entry and uptake of medicines that compete with COPAXONE
®
. On October 10, 2022, the European Commission issued a Statement of Objections, which sets forth its preliminary allegations that Teva had engaged in anti-competitive practices. Teva responded to the Statement of Objections on February 8, 2023, and responded orally at a hearing on March 23, 2023. In addition, Teva responded to the European Commission’s further Requests for Information. On February 9, 2024, the European Commission issued a Letter of Facts, to which Teva responded on March 26, 2024. The European Commission issued a second Letter of Facts on May 17, 2024, to which Teva responded on June 11, 2024. Annual sales of COPAXONE in the European Economic Area in 2021 were approximately $ million.
 
 billion at the time of the settlement.
 
 million at the time Teva entered into the first settlement with an ANDA filer in 2012.
In May 2023, certain
end-payor
plaintiffs filed putative class action complaints in the U.S. District Court for the District of Massachusetts against Teva and a number of its affiliates, alleging that Teva engaged in anticompetitive conduct to suppress generic competition to its branded QVAR
®
asthma inhalers in violation of state and federal antitrust laws and state consumer protection laws. Teva moved to dismiss these claims, and on May 7, 2024, the court granted Teva’s motion in part and denied its motion in part. The court dismissed plaintiffs’ claim that Teva had engaged in “sham litigation” and certain of plaintiffs’ state antitrust and consumer protection claims, but permitted the case to proceed on the remainder of plaintiffs’ allegations. Following this decision, two direct purchaser plaintiffs filed similar putative class action complaints in the U.S. District Court for the District of Massachusetts. On June 18, 2024, Teva answered in all cases and simultaneously moved for judgment on the pleadings pursuant to Rule 12(c), which remains pending. Subsequently, on June 28, 2024, Teva stipulated to the dismissal of the two direct purchaser plaintiffs’ claims, with prejudice.
Government Investigations and Litigation Relating to Pricing and Marketing
Teva is involved in government investigations and litigation arising from the marketing and promotion of its pharmaceutical products in the United States.
In 2015 and 2016, Actavis and Teva USA each respectively received subpoenas from the U.S. Department of Justice (“DOJ”) Antitrust Division seeking documents and other information relating to the marketing and pricing of certain Teva USA generic products and communications with competitors about such products. On August 25, 2020, a federal grand jury in the Eastern District of Pennsylvania returned a three-count indictment charging Teva USA with criminal felony Sherman Act violations. The indictment alleged that Teva USA had participated in three separate conspiracies with other generic drug manufacturers to maintain and fix prices, allocate customers, and other alleged antitrust offenses concerning the sale of generic drugs. The indictment identified the following generic drugs: pravastatin, carbamazepine, clotrimazole, etodolac (IR and ER), fluocinonide (cream,
e-cream,
gel, and ointment), warfarin, nadolol, temozolomide, and tobramycin. On August 21, 2023, Teva USA entered into a
3-year
deferred prosecution agreement (“DPA”) with the DOJ. Under the terms of the DPA, Teva USA: (i) admitted to violating the antitrust laws by agreeing with competitors, in three instances between 2013 and 2015 involving three separate customers, not to bid on an opportunity to supply a customer with a particular generic product (in the first instance pravastatin, in the second clotrimazole, and in the third tobramycin); (ii) agreed to divest the pravastatin that it sells in the United States to a third-party buyer; (iii) agreed to donate $ million worth of clotrimazole and tobramycin, valued at wholesale acquisition cost (“WAC”), to humanitarian organizations over five years; and (iv) agreed to pay a fine in the amount of $ million over 5 years, with $ million due each year from 2024 through 2027, and $ million due in 2028. Teva recognized a provision for the resolution of this case. 
In May 2018, Teva received a civil investigative demand from the DOJ Civil Division pursuant to the federal False Claims Act, seeking documents and information produced since January 1, 2009 relevant to the Civil Division’s investigation concerning allegations that generic pharmaceutical manufacturers, including Teva, engaged in market allocation and price-fixing agreements, paid illegal remuneration, and caused false claims to be submitted in violation of the False Claims Act. An adverse resolution of this matter may include fines, penalties, financial forfeiture and compliance conditions.
 
for each % share of the national population), and the states have dismissed their claims against Actavis and Teva USA, as well as certain former employees of Actavis and Teva USA, pursuant to these settlements. These settlements, in addition to the status of ongoing negotiations with several other U.S. state attorneys general to settle on comparable terms, caused management to consider settlement of the claims filed by the remaining attorneys general to be probable, and management recorded an estimated provision in the third quarter of 2022. The States of Alabama (in March 2022) and Hawaii (in August 2023) and the territories of American Samoa (in July 2020) and Guam (in February 2023) have all voluntarily dismissed all of their claims in the litigation against Actavis and Teva USA. The dismissals by Alabama, Hawaii and Guam were with prejudice and the dismissal by American Samoa was without prejudice.
Beginning on March 2, 2016, and continuing through July 2023, numerous complaints have been filed in the United States on behalf of putative classes of direct and indirect purchasers of several generic drug products, as well as several individual direct and indirect purchaser
opt-out
plaintiffs, including most recently an
opt-out
complaint filed by nine direct-action plaintiffs on April 4, 2024. These complaints, which allege that the defendants engaged in conspiracies to fix prices and/or allocate market share of generic products have been brought against various manufacturer defendants, including Teva USA and Actavis. The plaintiffs generally seek injunctive relief and damages under federal antitrust law, and damages under various state laws. From 2019 to 2021, certain individual plaintiffs commenced civil actions in the Pennsylvania Court of Common Pleas of Philadelphia County against many of the defendants in the Pennsylvania MDL, including Teva and Actavis, but no complaints have been filed in the actions and each of the three cases have been placed in deferred status. Certain counties in New York and Texas have also commenced civil actions against many of the defendants in the Pennsylvania MDL, including Teva and Actavis, and the complaints have been transferred to the Pennsylvania MDL. On November 1, 2023, the attorney generals moved to remand their three lawsuits to the District of Connecticut, where they were originally filed. That motion was granted on January 31, 2024, and on March 18, 2024, the Third Circuit Court of Appeals denied defendants’ petition for
writ of mandamus
. Accordingly, all three of the attorney generals’ lawsuits have been transferred back to the District of Connecticut. There is also one similar complaint brought in Canada, which is in its early stages and alleges that the defendants engaged in conspiracies to fix prices and/or allocate market share of generic drug products to the detriment of a class of private payors.
 
 billion in damages, which would automatically be trebled in the event of an adverse verdict, and Teva would also be subject to mandatory statutory penalties for each false claim, the amount of which (potentially billions of U.S. dollars in additional penalties, at the high end) will be determined by the court within a statutory range. On August 14, 2023, the district court granted Teva’s motion to certify the summary judgment ruling for an immediate appeal and stayed the trial that was scheduled to start in September 2023, while Teva seeks an appeal as to the causation standard that should govern the case. On November 17, 2023, the First Circuit Court of Appeals granted Teva’s petition to appeal the summary judgment ruling, and on February 20, 2024, Teva filed its opening brief with the First Circuit Court of Appeals. On June 20, 2024, the First Circuit Court of Appeals granted Teva’s motion to hold the appeal in abeyance while the parties engage in settlement discussions. In the first quarter of 2024, Teva updated its provision based on its offer to settle this matter. Additionally, on January 8, 2021, Humana, Inc. (“Humana”) filed an action against Teva in the U.S. District Court for the Middle District of Florida based on the allegations raised in the DOJ PAP Complaint. In June 2023, Teva filed a joint motion to dismiss the amended complaint, together with
co-defendant
Advanced Care Scripts, Inc., on the grounds that Humana lacks standing to assert RICO claims and the claims are time-barred and/or insufficiently pled, and that motion remains pending. On November 17, 2022, United Healthcare also filed an action against Teva in the U.S. District Court for the District of New Jersey based on the conduct alleged in the DOJ PAP Complaint. Teva’s motion to dismiss was denied without prejudice on November 28, 2023 in anticipation of United Healthcare filing an amended complaint, and on February 29, 2024, United Healthcare filed an amended complaint. 
In April 2021, a city and county in Washington filed claims against Teva in the U.S. District Court for the Western District of Washington for alleged violations of the RICO Act, Washington’s Consumer Protection Act, and unjust enrichment concerning Teva’s sale of COPAXONE. Plaintiffs purport to represent a nationwide class of health plans and a subclass of Washington-based health plans that purchased and/or reimbursed health plan members for COPAXONE. Plaintiffs allege that Teva engaged in several fraudulent schemes that resulted in plaintiffs and the putative class members purchasing and/or reimbursing plan members for additional prescriptions of COPAXONE and/or at inflated COPAXONE prices. Plaintiffs seek treble damages for the excess reimbursements and inflated costs, as well as injunctive relief. On November 17, 2021, Teva moved to dismiss the suit, on the grounds that plaintiffs’ claims are barred by the applicable statutes of limitations and the direct purchaser rule, suffer from jurisdictional defects, and fail to plausibly allege fraud or other elements of their claims. On March 9, 2023, the court held a hearing on the motion to dismiss, and a decision remains pending.
On December 1, 2022, Teva received a civil subpoena from the U.S. Attorney’s office in Boston, Massachusetts requesting certain documents related to the sale and marketing of AUSTEDO
®
and risperidone LAI. Teva is cooperating with the request for documents.
In June 2024, Teva received a civil investigative demand from the Federal Trade Commission (“FTC”) seeking documents and information regarding an investigation related to patents listed in the Food and Drug Administration’s Approved Drug Products with Therapeutic Equivalence Evaluations publication (“Orange Book”) in connection with certain inhaler products. Teva is cooperating with the request for documents and information.
Opioids Litigation
Since May 2014, more than 3,500 complaints have been filed by various governmental agencies and private plaintiffs in U.S. state and federal courts with respect to opioid sales and distribution against various Teva affiliates and several other pharmaceutical companies, the vast majority of which have been resolved. The remaining,
non-settled
cases include a political subdivision case brought by the City of Baltimore and those brought by third party payers, both as
 
% of litigating subdivisions. Under the financial terms of the nationwide settlement agreement with the states and subdivisions, Teva will pay up to $ billion (including the already settled cases), spread over years. This total includes the supply of up to $ billion of Teva’s generic version of Narcan
®
(naloxone hydrochloride nasal spray), valued at wholesale acquisition cost, over 10 years or cash at % of the wholesale acquisition cost ($ million) in lieu of product.
Teva has now settled with all 50 U.S. states and the Native American tribes (the “Tribes”). Teva’s estimated cash payments between 2024 and 2028 for all opioids settlements are: $ million payable in 2024 (of which $ million was paid as of June 30, 2024), $ million payable in 2025; $ million payable in 2026; $ million payable in 2027; and $ million payable in 2028. These payments are subject to change based on various factors including, but not limited to, timing of payments, most favored nations clauses associated with prior settlements, and the states’ elections to take Teva’s generic version of Narcan
®
(naloxone hydrochloride nasal spray). The remaining payments, subject to adjustments, will be paid beyond 2028.
Various Teva affiliates, along with several other pharmaceutical companies, were named as defendants in opioids cases initiated by approximately 500 U.S. hospitals and other healthcare providers asserting opioid-related claims, including public nuisance. Specifically, the lawsuits brought by the hospitals allege that they have incurred financial harm from increased operating costs for treating patients whose underlying illnesses are purportedly exacerbated or complicated by opioid addiction. In July 2023, Teva and the representatives for acute care hospitals reached an agreement in principle on the financial terms of a national settlement. Under the financial terms of the proposed national settlement agreement, Teva will pay up to $ million in cash, spread over years, and supply up to $ million of Teva’s generic version of Narcan
®
(naloxone hydrochloride nasal spray), valued at wholesale acquisition cost, over years. The proposed settlement agreement is contingent upon Teva’s satisfaction, in its sole discretion, with the level of participation by acute care hospitals and health care systems in the proposed settlement agreement.
In light of the nationwide settlement agreement between Teva and the States’ Attorneys General and their subdivisions, Teva’s indemnification obligations arising from Teva’s acquisition of the Actavis Generics business for opioid-related claims, prior settlements reached with Louisiana, Texas, Rhode Island, Florida, San Francisco, West Virginia, New York, the Tribes, and Nevada, the agreement in principle with the hospitals discussed above, as well as an estimate for a number of items including, but not limited to, costs associated with administering injunctive terms, and most favored nations clauses associated with prior settlements, the Company has recorded a provision. The provision is a reasonable estimate of the ultimate costs for Teva’s opioids settlements, after discounting payments to their net present value. Opioid-related lawsuits brought against Teva by the City of Baltimore, Maryland and dozens of third-party payers, such as unions and welfare funds, remain pending, with the Baltimore trial scheduled to commence in September 2024. A reasonable upper end of a range of loss cannot be determined for the entirety of the remaining opioid-related cases. An adverse resolution of any of these lawsuits or investigations may involve large monetary penalties, damages, and/or other forms of monetary and
non-monetary
relief and could have a material and adverse effect on Teva’s reputation, business, results of operations and cash flows.
 
 million, which received final approval from the court on June 2, 2022. The vast majority of the total settlement amount was covered by the Company’s insurance carriers, with a small portion contributed by Teva. Additionally, as part of the settlement, Teva admitted no liability and denied all allegations of wrongdoing. On January 22, 2021, the Court dismissed the
“opt-out”
plaintiffs’ claims arising from statements made prior to the five-year statute of repose, but denied Teva’s motion to dismiss their claims under Israeli laws. Teva has settled the majority of the
“opt-out”
claims, but a number of
opt-out
cases remain outstanding. Teva also reached a settlement with shareholders who filed class actions in Israel with similar allegations to those raised in the Ontario Teachers Securities Litigation, which was approved by the court in Israel in November 2023.
On September 23, 2020, a putative securities class action was filed in the U.S. District Court for the Eastern District of Pennsylvania against Teva and certain of its former officers. On August 10, 2021, the lead plaintiff filed a corrected amended class action complaint, purportedly on behalf of persons who purchased or otherwise acquired Teva securities between October 29, 2015 and August 18, 2020. The corrected amended complaint alleges that Teva and certain of its current and former officers violated federal securities laws by allegedly making false and misleading statements regarding the commercial performance of COPAXONE, namely, by failing to disclose that Teva had allegedly caused the submission of false claims to Medicare through Teva’s donations to bona fide independent charities that provide financial assistance to patients, which allegedly impacted COPAXONE’s commercial success and the sustainability of its revenues and resulted in the DOJ PAP Complaint filed by the DOJ. The corrected amended complaint seeks unspecified damages and legal fees. On August 2, 2022, the court stayed all proceedings other than class certification proceedings pending the resolution of the DOJ PAP Complaint. On September 13, 2022, the plaintiff moved for class certification, which was granted by the court on November 3, 2023. On November 17, 2023, Teva filed a petition with the Third Circuit Court of Appeals for leave to appeal the class certification ruling, and that petition was denied on May 16, 2024. On May 22, 2024, plaintiff filed a motion for reconsideration to lift the stay in the district court, which Teva opposed on June 19, 2024, and that motion remains pending. A motion to approve a securities class action was also filed in the Central District Court in Israel, which has been stayed pending the U.S. litigation, with similar allegations to those made in the above complaint filed in the U.S. District Court for the Eastern District of Pennsylvania.
Environmental Matters
Teva or its subsidiaries are party to a number of environmental proceedings, or have received claims, including under the federal Superfund law or other federal, provincial or state and local laws, imposing liability for alleged noncompliance, or for the investigation and remediation of releases of hazardous substances and for natural resource damages. Many of these proceedings and claims seek to require the generators of hazardous wastes disposed of at a third party-owned site, or the party responsible for a release of hazardous substances that impacted a site, to investigate and clean the site or to pay or reimburse others for such activities, including for oversight by governmental authorities and any related damages to natural resources. Teva or its subsidiaries have received claims, or been made a party to these proceedings, along with others, as an alleged generator of wastes that were disposed of or treated at third-party waste disposal sites, or as a result of an alleged release from one of Teva’s facilities or former facilities.
. The following matter is disclosed in accordance with that requirement. On July 8, 2021, the National Green Tribunal Principal Bench, New Delhi, issued an order against Teva’s subsidiary in India, Teva API India Private Limited, finding
non-compliance
with environmental laws and assessed a penalty of $ million. The Company disputed certain of the findings and the amount of the penalty and filed an appeal before the Supreme Court of India. On August 5, 2021, the Supreme Court of India admitted the appeal for hearing and granted an interim unconditional stay on the National Green Tribunal’s order. The Company does not believe that the eventual outcome of such matter will have a material effect on its business.
Other Matters
On February 1, 2018, former shareholders of Ception Therapeutics, Inc., a company that was acquired by and merged into Cephalon in 2010, prior to Cephalon’s acquisition by Teva, filed breach of contract and other related claims against the Company, Teva USA and Cephalon in the Delaware Court of Chancery. Among other things, the plaintiffs alleged that Cephalon had breached the terms of the 2010 Ception-Cephalon merger agreement by failing to exercise commercially reasonable efforts to develop and commercialize CINQAIR
®
(reslizumab) for the treatment of eosinophilic esophagitis (“EE”). The plaintiffs claimed damages of at least $ million, an amount they alleged was equivalent to the milestones payable to the former shareholders of Ception in the event Cephalon were to obtain regulatory approval for EE in the United States ($ million) and Europe ($ million). On December 28, 2018, following defendants’ motion to dismiss the complaint, the court granted the motion in part and dismissed all of plaintiffs’ claims, except for their claim against Cephalon for breach of contract. In November 2021, plaintiffs moved to amend their complaint to, among other things, reassert claims against the Company and Teva USA. However, on July 12, 2022, plaintiffs filed a new amended complaint that included claims against Teva USA but not the Company, in exchange for Teva USA’s agreement to guarantee any judgment entered against Cephalon in the litigation. A bench trial for this matter was held in September 2022 and on April 30, 2024, the court issued a memorandum opinion in favor of Cephalon and Teva USA, finding that they did not breach the merger agreement as plaintiffs had alleged. Plaintiffs have appealed that ruling to the Delaware Supreme Court, and the appeal remains pending.
Gain Contingencies
From time to time, Teva may directly or indirectly pursue claims against certain parties, including but not limited to patent infringement lawsuits against other pharmaceutical companies to protect its patent rights, as well as derivative actions brought on behalf of Teva. Teva recognizes gain contingencies from the defendants in such lawsuits when they are realized or when all related contingencies have been resolved. No gain has been recognized regarding the matters disclosed below, unless mentioned otherwise.
 
 million in damages. On September 26, 2023, the U.S. District Court for the District of Massachusetts issued a decision that reversed the jury’s verdict and damages award, finding Teva’s method of treatment patents to be invalid. Teva filed its opening appeal brief on February 2, 2024 and Lilly filed its responsive brief on April 19, 2024. Teva filed its responsive brief on May 29, 2024, and Lilly’s final brief was filed on July 19, 2024. No date has been set for the appeal hearing.
In March 2024, Teva filed a lawsuit in the U.S. District Court for the District of New Jersey alleging that Amarin Pharma, Inc., Amarin Pharmaceuticals Ireland Limited, and Amarin Corporation plc (collectively “Amarin”) engaged in a decade-long scheme to lock up the supply of icosapent ethyl to prevent and delay generic competition to its branded Vascepa
®
drug product. Teva’s lawsuit coincides with four other lawsuits brought by generic drug manufacturers and purchasers of branded Vascepa
®
 alleging the same or similar conduct by Amarin. Teva’s requested relief includes compensatory damages for lost sales and lost profits from generic icosapent ethyl drug sales that Teva could have made absent Amarin’s alleged interference. On May 24, 2024, Amarin filed a motion in the U.S. District Court for the District of Nevada, seeking to enforce the terms of an earlier Teva-Amarin agreement to settle patent litigation regarding Vascepa
®
, which Amarin asserts precludes Teva from filing the present antitrust action. Teva opposed this motion on June 7, 2024, and Amarin’s motion remains pending. As the lawsuit is still in its initial stages, it is not possible to predict its outcome and there is no guarantee that Teva will be granted its requested relief.
In June 2024, Teva filed a lawsuit in the U.S. District Court for the Northern District of California alleging that Corcept Therapeutics, Inc. (“Corcept”), and Optime Care Inc. (“Optime”) have engaged in a multifaceted, years-long scheme to stifle generic competition to Corcept’s branded Korlym
®
(mifepristone) drug product, which is indicated to treat endogenous Cushing’s syndrome. Teva alleges that Corcept and Optime have suppressed competition by abusing the patent and judicial systems, entering a long-term, blanket exclusive-dealing agreement that has locked up a key pharmaceutical distribution channel, and making illicit payments to physicians as compensation for prescribing Korlym
®
. Teva’s requested relief includes compensatory damages for lost sales and lost profits from generic mifepristone drug sales that Teva could have made absent Corcept and Optime’s alleged interference, as well as injunctive relief to remove the unlawful barriers to generic competition created by Corcept and Optime. As the lawsuit is still in its initial stages, it is not possible to predict its outcome and there is no guarantee that Teva will be granted its requested relief.
Motions to approve derivative actions seeking monetary damages against certain past and present directors and officers have been filed in Israeli Courts alleging negligence and recklessness, as well as motions for document disclosure prior to initiating derivative actions. Motions were filed with respect to several U.S. and EU settlement agreements, opioids, allegations related to the DOJ’s complaint regarding the COPAXONE patient assistance program in the U.S., and with respect to the COPAXONE European Commission’s investigation. In May 2024, Teva settled the derivative action related to the opioids litigation, which is awaiting the approval before the Tel Aviv District Court.
 
40

Table of Contents
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
 
 million, on a
pre-tax
loss of $ million. In the second quarter of 2023, Teva recognized a tax benefit of $ million, on a
pre-tax
loss of $ million. Teva’s tax rate for the second quarter of 2024 was mainly affected by an agreement with the Israeli Tax Authorities (“ITA”) as discussed below, and impairments. Teva’s tax rate for the second quarter of 2023 was mainly affected by impairments, legal settlements, amortization, and interest expense disallowances. The
pre-tax
loss in the second quarter of 2023 was revised as discussed in note 1c.
In the first six months of 2024, Teva recognized a tax expense of $ million, on a
pre-tax
loss of $ million. In the first six months of 2023, Teva recognized a tax benefit of $ million, on a
pre-tax
loss of $ million. Teva’s tax rate for the first six months of 2024 was mainly affected by an agreement with the ITA, deferred tax benefits resulting from intellectual property related integration plans, impairments and interest expense disallowances. Teva’s tax rate for the first six months of 2023 was mainly affected by impairments, legal settlements, amortization, and interest expense disallowances. The
pre-tax
loss in the first six months of 2023 was revised as discussed in note 1c.
The statutory Israeli corporate tax rate is % in 2024. Teva’s tax rate differs from the Israeli statutory tax rate, mainly due to generation of profits in various jurisdictions in which tax rates are different than the Israeli tax rate, tax benefits in Israel and other countries, as well as infrequent or
non-recurring
items.
Teva filed a claim seeking the refund of withholding taxes paid to the Indian tax authorities in 2012. A trial for this case is currently ongoing. A final and binding decision against Teva in this case may lead to a charge of $ million.
On June 23, 2024, Teva entered into an agreement with the ITA to settle certain litigation with respect to taxes payable for the Company’s taxable years 2008 through 2020 (the “Agreement”). Pursuant to the terms of the Agreement, the Company will pay a total amount of approximately
million to the ITA spread over a
  
period beginning this year. The Company has the right to prepay, and amounts paid over time are subject to interest and increase for inflation. Such total amount
includes: (i) $ 
million in corporate taxes with respect to the Company’s historical earnings that were previously considered by the Company to be exempt from taxes under the Encouragement for Capital Investment Law; and (ii) approximately
million in corporate taxes, relating to additional disputed tax issues in the aforementioned taxable years. The Agreement resulted in an increase of $ million in the Company’s total income taxes in the second quarter of 2024, as certain elements had been recognized in previous periods. Additionally, under the terms of the Agreement, it was further agreed that in the future event the Company pays dividends on, or repurchases, its equity interests, the Company will pay an additional 
%-%
of the amount of such dividends or repurchases in corporate taxes, up to a maximum tax payment amount of approximately $ 
million. Any amounts due under this provision of the Agreement will be recorded in the future as incurred.
Teva believes it has adequately provided for all of its uncertain tax positions, including items currently under dispute, however, adverse results could be material.
The OECD introduced Base Erosion and Profit Shifting (“BEPS”) Pillar Two rules that impose a global minimum tax rate of % for large multinational corporations. On December 12, 2022, the EU Council announced that EU member states had reached an agreement to implement the minimum taxation component of % of the OECD’s reform of international taxation. Other countries have also enacted or are expected to enact legislation to be effective as early as January 1, 2024, with general implementation of a global minimum tax by January 1, 2025. Teva has evaluated the potential impact on its 2024 consolidated financial statements and related disclosures and does not expect Pillar Two to have a material impact on its effective tax rate or consolidated financial statements in the foreseeable future.
 
41

Table of Contents
TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
     $      $      $  
Contingent consideration (2)
                           
Restructuring
                           
Other
                   ( )           
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $      $      $      $     
 
 
    
 
 
    
 
 
    
 
 
 

(1)
Including impairments related to exit and disposal activities.
(2)
The contingent consideration presented in the tables above for the three and six months ended June 30, 2023 have been revised as discussed in note 1c.
Impairments
Impairments of tangible assets for the three months ended June 30, 2024 and 2023 were $ million and $ 
million, respectively. The impairment for the three months ended June 30, 2024 was mainly related to the expected loss from reclassification of currency translation adjustments in connection with the classification of the business venture in Japan as held for sale. See note 2.
Impairments of tangible assets for the six months ended June 30, 2024 and 2023 were $ million and $ 
million, respectively. The impairment for the six months ended June 30, 2024 was mainly related to the classification of the business venture in Japan as held for sale (see note 2). The impairments for the six months ended June 30, 2023 were mainly related to certain assets in the U.S. and Europe.
Teva may record additional impairments in the future, to the extent it changes its plans on any given asset and/or the assumptions underlying such plans, as a result of its ongoing network consolidation activities and its “Pivot to Growth Strategy”.
Contingent consideration
In the three months ended June 30, 2024, Teva recorded an expense of $ million for contingent consideration, compared to an expense of $ 
million in the three months ended June 30, 2023. The expenses in the three months ended June 30, 2024 and 2023 was mainly related to a change in the estimated future royalty payments to Allergan in connection with lenalidomide capsules (the generic version of Revlimid
®
) and a change in the estimated future royalty payments to Eagle in connection with expected future bendamustine sales. The expense in the three months ended June 30, 2023 was revised as discussed in note 1c.
In the six months ended June 30, 2024, Teva recorded an expense of $ million for contingent consideration, compared to an expense of $ 
million in the six months ended June 30, 2023. The expense in the first six months of 2024 and 2023 was mainly related to a change in the estimated future royalty payments to Allergan in connection with lenalidomide capsules (the generic version of Revlimid
®
) and a change in the estimated future royalty payments to Eagle in connection with expected future bendamustine sales. The expense in the first six months of 2023 was revised as discussed in note 1c.
Restructuring
In the three months ended June 30, 2024, Teva recorded $ million of restructuring expenses, compared to $ million in the three months ended June 30, 2023. Expenses for the three months ended June 30, 2024 and 2023 were primarily related to network consolidation activities.
In the six months ended June 30, 2024, Teva recorded $
 million of restructuring expenses, compared to $
 million in the six months ended June 30, 2023. The expenses for the six months ended June 30, 2024 and 2023 were primarily related to network consolidation activities.
 
     $  
Other
                
 
 
    
 
 
 
Total
   $      $     
 
 
    
 
 
 
 
    
Six months ended June 30,
 
    
2024
    
2023
 
    
(U.S. $ in millions)
 
Restructuring
     
Employee termination
   $      $  
Other
             
  
 
 
    
 
 
 
Total
   $      $  
  
 
 
    
 
 
 
  
$
(
  
$
(
Provision
     ( )       ( )       ( ) 
Utilization and other*
                       
 
 
    
 
 
    
 
 
 
Balance as of June 30, 2024
  
$
(
  
$
(
  
$
(
  
 
 
    
 
 
    
 
 
 
 
 
  
Employee termination
costs
 
  
Other
 
  
Total
 
 
  
(U.S. $ in millions)
 
Balance as of January 1, 2023
  
$
(
  
$
(
  
$
(
Provision
     (      (      (
Utilization and other*
                    
  
 
 
    
 
 
    
 
 
 
Balance as of June 30, 2023
  
$
(
  
$
(
  
$
(
  
 
 
    
 
 
    
 
 
 

*
Includes adjustments for foreign currency translation.
 
43


TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
 
account was taken of the potential dilution that could occur upon the exercise of options and
non-vested
RSUs and PSUs granted under employee stock compensation plans, and convertible senior debentures, since they had an anti-dilutive effect on loss per share.
The weighted average diluted shares outstanding used for the fully diluted share calculations for the three months ended June 30, 2024 and 2023 were  million
shares 
and  million shares, respectively.
The weighted average diluted shares outstanding used for the fully diluted share calculations for the six months ended June 30, 2024 and 2023 were  million
shares 
and  million shares, respectively.
Basic and diluted loss per share was $ for the three months ended June 30, 2024, compared to basic and diluted loss per share of $ for the three months ended June 30, 2023. Basic and diluted loss per share for the three months ended June 30, 2023 was revised as discussed in note 1c.
Basic and diluted loss per share was $ for the six months ended June 30, 2024, compared to basic and diluted loss per share of $ for the six months ended June 30, 2023. Basic and diluted loss per share for the three months ended June 30, 2023 was revised as discussed in note 1c.
 
44


TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
 
)     $ ( )     $ ( )     $ ( )    
 
 
    
 
 
    
 
 
    
 
 
 
Other comprehensive income (loss) before reclassifications
     ( )       —                ( ) 
Amounts reclassified to the statements of income
     —                ( )           
 
 
    
 
 
    
 
 
    
 
 
 
Net other comprehensive income (loss) before tax
     ( )              ( )       ( )    
 
 
    
 
 
    
 
 
    
 
 
 
Corresponding income tax
            —         —             
 
 
    
 
 
    
 
 
    
 
 
 
Net other comprehensive income (loss) after tax*
     ( )              ( )       ( )    
 
 
    
 
 
    
 
 
    
 
 
 
Balance as of June 30, 2024, net of taxes
   $ ( )     $ ( )     $ ( )     $ ( )    
 
 
    
 
 
    
 
 
    
 
 
 

*
Amounts do not include a $ million loss from foreign currency translation adjustments attributable to
non-controlling
interests.
 
 
  
Net Unrealized Gains (Losses)
 
  
Benefit Plans
 
  
 
 
 
  
Foreign
currency
translation
adjustments
 
  
Derivative
financial
instruments
 
  
Actuarial gains
(losses) and
prior service
(costs) credits
 
  
Total
 
 
  
(U.S. $ in millions)
 
Balance as of December 31, 2022, net of taxes
   $ (    $ (    $ (    $ (
  
 
 
    
 
 
    
 
 
    
 
 
 
Other comprehensive income (loss) before reclassifications
            (      —          
Amounts reclassified to the statements of income
     —                (       
  
 
 
    
 
 
    
 
 
    
 
 
 
Net other comprehensive income (loss) before tax
                   (       
  
 
 
    
 
 
    
 
 
    
 
 
 
Corresponding income tax
     (      —         —         (
  
 
 
    
 
 
    
 
 
    
 
 
 
Net other comprehensive income (loss) after tax*
                   (       
  
 
 
    
 
 
    
 
 
    
 
 
 
Balance as of June 30, 2023, net of taxes
   $ (    $ (    $ (    $ (
  
 
 
    
 
 
    
 
 
    
 
 
 

*
Amounts do not include a $ million loss from foreign currency translation adjustments attributable to
non-controlling
interests.
 
45

TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Unaudited)
 
segments, Teva has other sources of revenues, primarily the sale of APIs to third parties, certain contract manufacturing services and an
out-licensing
platform offering a portfolio of products to other pharmaceutical companies through its affiliate Medis.
Teva’s Chief Executive Officer (“CEO”), who is the chief operating decision maker (“CODM”), reviews financial information prepared on a consolidated basis, accompanied by disaggregated information about revenues and contributed profit by the three identified reportable segments, namely United States, Europe and International Markets, to make decisions about resources to be allocated to the segments and assess their performance.
Segment profit is comprised of gross profit for the segment less R&D expenses, S&M expenses, G&A expenses and other income related to the segment. Segment profit does not include amortization and certain other items.
Teva manages its assets on a company basis, not by segments, as many of its assets are shared or commingled. Teva’s CODM does not regularly review asset information by reportable segment and, therefore, Teva does not report asset information by reportable segment.
Teva’s CEO may review its strategy and organizational structure from time to time. Based on such review, in May 2023 Teva launched its new Pivot to Growth strategy. Any additional changes in strategy may lead to a reevaluation of the Company’s segments and goodwill allocation to reporting units, as well as fair value attributable to its reporting units. See note 3 and note 6.
In conjunction with a recent shift in executive management responsibilities and in alignment with Teva’s Pivot to Growth strategy, Teva decided that Canada is no longer included as part of Teva’s North America segment as of January 1, 2024. From that date Canada is reported as part of the Company’s International Markets segment and Teva’s North America segment has been renamed the United States segment. Teva aligned its internal financial and segment reporting and its reporting units in accordance with this change effective January 1, 2024. Prior period amounts have been recast to conform to the reporting structure for the current year.
On January 31, 2024, Teva announced that it intends to divest its API business (including its R&D, manufacturing and commercial activities) through a sale, which divestment is expected to be completed in the first half of 2025. The intention to divest is in alignment with Teva’s Pivot to Growth strategy. However, there can be no assurance regarding the ultimate timing or structure of a potential divestiture or that a divestiture will be agreed or completed at all.
 
     $      $  
Gross profit
                    
R&D expenses
                    
S&M expenses
                    
G&A expenses
                    
Other income
     ( )       §        §     
 
 
    
 
 
    
 
 
 
Segment profit
  
$
 
  
$
 
  
$
 
  
 
 
    
 
 
    
 
 
 
 
§
Represents an amount less than $0.5 million.
 
 
  
$
 
  
$
 
Gross profit
                    
R&D expenses
                    
S&M expenses
                    
G&A expenses
                    
Other income
     ( )       ( )       ( )    
 
 
    
 
 
    
 
 
 
Segment profit
  
$
 
  
$
 
  
$
 
  
 
 
    
 
 
    
 
 
 
 
 
  
Six month ended June 30,
 
 
  
2024
 
 
  
United States
 
  
Europe
 
  
International Markets
 
 
  
(U.S. $ in millions)
 
Revenues
   $      $      $  
Gross profit
                    
R&D expenses
                    
S&M expenses
                    
G&A expenses
                    
Other income
     (      §        (
  
 
 
    
 
 
    
 
 
 
Segment profit
   $      $      $  
  
 
 
    
 
 
    
 
 
 
 
§
Represents an amount less than $0.5 million.
 
 
  
Six month ended June 30,
 
 
  
2023
 
 
  
United States
 
  
Europe
 
  
International Markets
 
 
  
(U.S. $ in millions)
 
Revenues
  
$
 
  
$
 
  
$
 
Gross profit
                    
R&D expenses
                    
S&M expenses
                    
G&A expenses
                    
Other income
     (      (      (
  
 
 
    
 
 
    
 
 
 
Segment profit
  
$
 
  
$
 
  
$
 
  
 
 
    
 
 
    
 
 
 
 
    $     $     $  
Europe profit
                        
International Markets profit
                           
 
 
   
 
 
   
 
 
   
 
 
 
Total reportable segments profit
                        
Profit (loss) of other activities
                           
 
 
   
 
 
   
 
 
   
 
 
 
Total segments profit
                        
Amounts not allocated to segments:
        
Amortization
                        
Other assets impairments, restructuring and other items *
                        
Goodwill impairment
                        
Intangible assets impairments
                        
Legal settlements and loss contingencies
                        
Other unallocated amounts
                           
 
 
   
 
 
   
 
 
   
 
 
 
Consolidated operating income (loss) *
     ( )      ( )      ( )      ( )    
 
 
   
 
 
   
 
 
   
 
 
 
Financial expenses, net
                           
 
 
   
 
 
   
 
 
   
 
 
 
Consolidated income (loss) before income taxes *
   $ ( )    $ ( )    $ ( )    $ ( )    
 
 
   
 
 
   
 
 
   
 
 
 

*
The data presented for the prior period have been revised to reflect a revision in the presentation of these items in the consolidated financial statements.
     $  
AJOVY
®
             
AUSTEDO
             
BENDEKA
®
and TREANDA
®
             
COPAXONE
             
Anda
             
Other
                
 
 
    
 
 
 
Total
   $      $     
 
 
    
 
 
 
 
     $  
AJOVY
             
AUSTEDO
             
BENDEKA and TREANDA
             
COPAXONE
             
Anda
             
Other
                
 
 
    
 
 
 
Total
   $      $     
 
 
    
 
 
 
 
Europe
  
Three months ended

June 30,
 
 
  
2024
 
  
2023
 
 
  
(U.S. $ in millions)
 
Generic products
   $      $  
AJOVY
             
COPAXONE
             
Respiratory products
             
Other
             
  
 
 
    
 
 
 
Total
   $      $  
  
 
 
    
 
 
 
     $  
AJOVY
             
COPAXONE
             
Respiratory products
             
Other
                
 
 
    
 
 
 
Total
   $      $     
 
 
    
 
 
 
     $  
AJOVY
             
COPAXONE
             
Other
                
 
 
    
 
 
 
Total
   $      $     
 
 
    
 
 
 
 
     $  
AJOVY
             
COPAXONE
             
Other
                
 
 
    
 
 
 
Total
   $      $     
 
 
    
 
 
 
     $ —       $ —       $  
Cash, deposits and other
            —         —          
Investment in securities:
           
Investment in convertible bond
     —         —                 
Equity securities
            —         —          
Other
            —         —          
Derivatives:
           
Asset derivatives
:
           
Options and forward contracts
     —                —          
Liability derivatives
:
           
Options and forward contracts
     —         ( )       —         ( ) 
Bifurcated embedded derivatives
     —         —         §        —   
Contingent consideration*
     —         —         ( )       ( )    
 
 
    
 
 
    
 
 
    
 
 
 
Total
   $      $ ( )     $ ( )    $     
 
 
    
 
 
    
 
 
    
 
 
 
 
                                 
 
  
December 31, 2023
 
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
  
Total
 
 
  
(U.S. $ in millions)
 
Cash and cash equivalents:
           
Money markets
   $      $ —       $ —       $  
Cash, deposits and other
            —         —          
Investment in securities:
           
Investment in convertible bond security
                   
Equity securities
            —         —          
Other
            —         —          
Restricted cash
            —         —          
Derivatives:
           
Asset derivatives
:
           
Options and forward contracts
     —                —          
Cross-currency interest rate swap
                   
Liability derivatives
:
           
Options and forward contracts
     —         (      —         (
Bifurcated embedded derivatives
     —         —         §        —   
Contingent consideration*
  
$
— 
 
  
  —   
  
  (
  
  (
  
 
 
    
 
 
    
 
 
    
 
 
 
Total
          $      $ (    $  
  
 
 
    
 
 
    
 
 
    
 
 
 
§
Represents an amount less than $0.5 million.
*
Contingent consideration represents liabilities recorded at fair value in connection with acquisitions.
Teva determined the fair value of the liabilities for contingent consideration based on a probability-weighted discounted cash flow analysis. This fair value measurement is based on significant unobservable inputs in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of contingent consideration is based on several factors, such as cash flows projected from the success of unapproved product candidates; probability of success of product candidates, including risks associated with uncertainty regarding achievement and payment of milestone events; time and resources required to complete the development and approval of product candidates; life of the potential commercialized products and associated risks with obtaining regulatory approvals in the United States and Europe, and
 
% to
%. The weighted average discount rate, calculated based on the relative fair value of Teva’s contingent consideration liabilities, was
%. Contingent consideration is evaluated quarterly, or more frequently, if circumstances dictate. Changes in the fair value of contingent consideration are recorded in the consolidated statements of income. Significant changes in unobservable inputs, mainly the probability of success and cash flows projected, could result in material changes to the contingent consideration liabilities. A change of the discount rate by
% would have not resulted in material changes to the contingent consideration liabilities.
The investment in convertible bond security is accounted for as available for sale with changes in fair value reflected in other comprehensive income. As of June 30, 2024, the conversion option had no value. See Alvotech transaction under note 2.
)       ( ) 
Bifurcated embedded derivatives
     §        §  
Adjustments to provisions for contingent consideration:
     
Allergan transaction*
     ( )       ( ) 
Eagle transaction
     ( )       ( ) 
Novetide transaction
     ( )       ( ) 
Settlement of contingent consideration:
     
Allergan transaction
             
Eagle transaction
             
Novetide transaction
                
 
 
    
 
 
 
Fair value at the end of the period
   $ ( )     $ ( )    
 
 
    
 
 
 
 
§
Represents an amount less than $0.5 million.
*
The financial data presented in the tables above with respect to adjustments to provisions for contingent consideration related to Allergan for the six months ended June 30, 2023 have been revised as discussed in note 1c.
     $  
Senior notes and convertible senior debentures included under short-term debt
                
 
 
    
 
 
 
Total
   $      $     
 
 
    
 
 
 
 
*
The fair value was estimated based on quoted market prices.
 
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ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

We are a global pharmaceutical company, committed to helping patients around the world to access affordable medicines and benefit from innovations to improve their health. Our mission is to be a global leader in generics, innovative medicines and biopharmaceuticals, improving the lives of patients.

We operate worldwide, with headquarters in Israel and a significant presence in the United States, Europe and many other markets around the world. Our key strengths include our world-leading generic medicines expertise and portfolio, focused innovative medicines portfolio and global infrastructure and scale.

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 Business Segments

We operate our business through three segments: United States (previously referred to as North America segment, see below “—United States Segment”), Europe and International Markets. Each business segment manages our entire product portfolio in its region, including generics, which includes biosimilars and OTC products, as well as innovative medicines. This structure enables strong alignment and integration between operations, commercial regions, R&D and our global marketing and portfolio function, optimizing our product lifecycle across therapeutic areas.

In addition to these three segments, we have other activities, primarily the sale of API to third parties, certain contract manufacturing services and an out-licensing platform offering a portfolio of products to other pharmaceutical companies through our affiliate Medis.

Pivot to Growth Strategy

In May 2023, we introduced our Pivot to Growth strategy, which is based on four key pillars: (i) delivering on our growth engines, mainly AUSTEDO®, AJOVY®, UZEDY® and our late-stage pipeline of biosimilars; (ii) stepping up innovation through delivering on our late-stage innovative pipeline assets as well as building up our early-stage pipeline organically and potentially through business development activities; (iii) sustaining our generics medicines powerhouse with a global commercial footprint, focused portfolio, pipeline and manufacturing footprint; and (iv) focusing our business by optimizing our portfolio and global manufacturing footprint to enable strategic capital deployment to accelerate our near and long-term growth engines and reorganizing certain of our business units to a more optimal structure, while also reorganizing key business units to enhance operational efficiency.

Macroeconomic and Geopolitical Environment

In recent years, the global economy has been impacted by fluctuating foreign exchange rates. In the second quarter of 2024, approximately 45% of our revenues were denominated in currencies other than the U.S. dollar and we manufacture our products largely outside of the United States. Fluctuations in the U.S. dollar versus other currencies in which we operate may materially impact our revenues, results of operations, profits and cash flows. Additionally, high levels of inflation have recently resulted in significant economic volatility and monetary tightening by central banks through higher interest rates. In addition to inflation, higher interest rates and fluctuating foreign exchange rates, the global economy has also been impacted by geopolitical tensions which have resulted in disruptions to global supply chains, including to our internal supply chain. In October 2023, Israel was attacked by a terrorist organization and entered a state of war, which as of the date of this Quarterly Report on Form 10-Q is ongoing. Our global headquarters as well as several of our manufacturing and R&D facilities are located in Israel and, while operations there currently remain largely unaffected, the impact of this war on our operations may increase, which could be material, as a result of the continuation, escalation or expansion of this war. In light of the above, supply chain disruptions could continue to result in delays in our production and distribution processes, R&D initiatives and our ability to timely respond to consumer demand. We have implemented certain measures in response to such events and are continually considering various initiatives, including price adjustments where we are not restricted contractually or regulatorily, enhanced inventory management, alternative sourcing strategies for our raw material supply and backup production plans for key products, to allow us to partially mitigate and offset the impact of these macroeconomic and geopolitical factors. However, although inflationary and other macroeconomic pressures may ease, the higher costs we have experienced during recent periods have already impacted our operations and will likely continue to have an effect on our financial results.

 

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Highlights

Significant highlights in the second quarter of 2024 included1:

 

   

Revenues in the second quarter of 2024 were $4,164 million, an increase of 7% in U.S. dollars or 11% in local currency terms, compared to the second quarter of 2023. This increase was mainly due to higher revenues from generic products in all our segments, and from AUSTEDO in our United States and International Markets segments.

 

   

Our United States segment generated revenues of $2,110 million and segment profit of $629 million in the second quarter of 2024. Revenues increased by 12% and segment profit increased by 23% compared to the second quarter of 2023.

 

   

Our Europe segment generated revenues of $1,213 million and segment profit of $342 million in the second quarter of 2024. Revenues increased by 4% in U.S. dollars, or 5% in local currency terms, compared to the second quarter of 2023. Segment profit increased by 2% compared to the second quarter of 2023.

 

   

Our International Markets segment generated revenues of $593 million and segment profit of $73 million in the second quarter of 2024. Revenues increased by 3% in U.S. dollars, or 22% in local currency terms, compared to the second quarter of 2023. Segment profit decreased by 45% compared to the second quarter of 2023.

 

   

Our revenues from other activities in the second quarter of 2024 were $249 million, an increase of 2% in both U.S. dollars and local currency terms, compared to the second quarter of 2023.

 

   

Exchange rate movements during the second quarter of 2024, including hedging effects, negatively impacted overall revenues by $122 million and operating income by $56 million, compared to the second quarter of 2023.

 

   

Gross profit margin was 48.6% in the second quarter of 2024, compared to 46.3% in the second quarter of 2023. This increase was mainly due to a favorable mix of products, primarily AUSTEDO.

 

   

We recorded a goodwill impairment charge of $400 million related to our Teva API reporting unit in the second quarter of 2024, compared to a goodwill impairment charge of $700 million in the second quarter of 2023 related to our International Markets reporting unit. See note 6 to our consolidated financial statements.

 

   

R&D expenses, net in the second quarter of 2024 were $269 million, an increase of 12% compared to $240 million in the second quarter of 2023, as we continue to execute on our Pivot to Growth strategy.

 

   

We recorded expenses of $280 million for other asset impairments, restructuring and other items in the second quarter of 2024, compared to expenses of $108 million in the second quarter of 2023.

 

   

Operating loss was $5 million in the second quarter of 2024, compared to an operating loss of $654 million in the second quarter of 2023.

 

   

In the second quarter of 2024, we recognized a tax expense of $630 million, on a pre-tax loss of $246 million. In the second quarter of 2023, we recognized a tax benefit of $16 million, on a pre-tax loss of $923 million. See note 11 to our consolidated financial statements.

 

   

As of June 30, 2024, our debt was $18,640 million, compared to $19,833 million as of December 31, 2023. In April 2024, we repaid $956 million of our 6% senior notes at maturity. See note 7 to our consolidated financial statements.

 

1 

The data included in the Highlights section with respect to other asset impairments, restructuring and other items, operating income (loss), income taxes for the prior period have been revised to reflect a revision in relation to a contingent consideration and related expenses in the consolidated financial statements. For additional information, see note 1c to our consolidated financial statements.

 

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Cash flow generated from operating activities during the second quarter of 2024 was $103 million, compared to $324 million of cash flow generated from operating activities in the second quarter of 2023. The lower cash flow generated from operating activities in the second quarter of 2024 resulted mainly from changes in working capital items, including a negative impact from accounts receivables, net of SR&A, driven mainly from higher sales during the second quarter of 2024 with extended payment terms into the third quarter, and from accounts payables, as well as higher tax payments.

 

   

During the second quarter of 2024, we generated free cash flow of $324 million, which we define as comprising: $103 million in cash flow generated from operating activities, $317 million in beneficial interest collected in exchange for securitized accounts receivables (under our EU securitization program) and $1 million in divestitures of businesses and other assets, partially offset by $97 million in cash used for capital investment. During the second quarter of 2023, we generated free cash flow of $632 million.

Results of Operations

Comparison of Three Months Ended June 30, 2024 to Three Months Ended June 30, 2023

Segment Information

United States Segment

The following table presents revenues, expenses and profit for our United States segment for the three months ended June 30, 2024 and 2023:

 

     Three months ended June 30,  
     2024     2023  
     (U.S. $ in millions / % of Segment Revenues)  

Revenues

   $ 2,110        100   $ 1,892        100

Gross profit

     1,167        55.3     1,017        53.8

R&D expenses

     170        8.1     156        8.2

S&M expenses

     270        12.8     250        13.2

G&A expenses

     100        4.7     101        5.3

Other income

     (1      §       (1      §  
  

 

 

    

 

 

   

 

 

    

 

 

 

Segment profit*

   $ 629        29.8   $ 511        27.0
  

 

 

    

 

 

   

 

 

    

 

 

 

 

*

Segment profit does not include amortization and certain other items.

§

Represents an amount less than 0.5%.

United States Revenues

As part of a recent shift in executive management responsibilities and in line with our Pivot to Growth strategy, commencing January 1, 2024, Canada is reported as part of our International Markets segment. Prior period amounts were recast to reflect this change. See note 15 to our consolidated financial statements.

Revenues from our United States segment in the second quarter of 2024 were $2,110 million, an increase of $218 million, or 12%, compared to the second quarter of 2023. This increase was mainly due to higher revenues from generic products, AUSTEDO and COPAXONE, partially offset by lower revenues from certain innovative products, primarily BENDEKA and TREANDA, as well as from Anda, our distribution business.

 

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Revenues by Major Products and Activities

The following table presents revenues for our United States segment by major products and activities for the three months ended June 30, 2024 and 2023:

 

    Three months ended
June 30,
   

Percentage

Change

 
    2024     2023     2024-2023  
    (U.S. $ in millions)        

Generic products

  $ 1,023     $ 884       16

AJOVY

    42       52       (20 %) 

AUSTEDO

    407       308       32

BENDEKA and TREANDA

    41       67       (39 %) 

COPAXONE

    81       56       44

Anda

    373       392       (5 %) 

Other

    144       131       9
 

 

 

   

 

 

   

Total

  $ 2,110     $ 1,892       12
 

 

 

   

 

 

   

Generic products revenues in our United States segment (including biosimilars) in the second quarter of 2024 were $1,023 million, an increase of 16% compared to the second quarter of 2023, the majority of which is driven by higher revenues from lenalidomide capsules (the generic version of Revlimid®), and the remaining, primarily by the launch of liraglutide injection 1.8mg (an authorized generic of Victoza®), partially offset by increased competition to other generic products.

Among the most significant generic products we sold in the United States in the second quarter of 2024 were lenalidomide capsules (the generic version of Revlimid®), epinephrine injectable solution (the generic equivalent of EpiPen® and EpiPen Jr®), liraglutide injection (an authorized generic of Victoza®), and Truxima® (the biosimilar to Rituxan®). In the second quarter of 2024, our total prescriptions were approximately 303 million (based on trailing twelve months), representing 7.9% of total U.S. generic prescriptions, compared to approximately 319 million (based on trailing twelve months), representing 8.4% of total U.S. generic prescriptions in the second quarter of 2023, all according to IQVIA data.

On February 24, 2024, Alvotech and Teva announced that the FDA approved SIMLANDI® (adalimumab-ryvk) injection, as an interchangeable biosimilar to Humira®, for the treatment of adult rheumatoid arthritis, juvenile idiopathic arthritis, adult psoriatic arthritis, adult ankylosing spondylitis, Crohn’s disease, adult ulcerative colitis, adult plaque psoriasis, adult hidradenitis suppurativa and adult uveitis. On May 21, 2024, Alvotech and Teva announced the availability of SIMLANDI in the U.S.

On April 16, 2024, Alvotech and Teva announced that the FDA has approved SELARSDITM (ustekinumab-aekn) injection for subcutaneous use, as a biosimilar to Stelara®, for the treatment of moderate to severe plaque psoriasis and for active psoriatic arthritis in adults and pediatric patients six years and older.

On June 24, 2024, Teva announced the launch of liraglutide injection 1.8mg (an authorized generic of Victoza®) in the United States. Liraglutide injection is indicated to improve glycemic control in adults and pediatric patients aged 10 years and older with type 2 diabetes mellitus and reduce the risk of cardiovascular events in adults with type 2 diabetes mellitus and established cardiovascular disease.

AJOVY revenues in our United States segment in the second quarter of 2024 were $42 million, a decrease of 20% compared to the second quarter of 2023, mainly due to an increase in sales allowance due to a non-recurring item, partially offset by higher demand. In the second quarter of 2024, AJOVY’s exit market share in the United States in terms of total number of prescriptions was 28.6% compared to 25.1% in the second quarter of 2023.

AJOVY is indicated for the preventive treatment of migraine in adults. AJOVY was launched in the U.S. in 2018. AJOVY is the only anti-CGRP subcutaneous product indicated for quarterly treatment.

AJOVY is protected worldwide by patents expiring in 2026 at the earliest; extensions have been granted in several countries, including the United States and in Europe, until 2031. Additional patents relating to the use of AJOVY in the treatment of migraine have also been issued in the United States and will expire between 2035 and 2039. Such patents are also pending in other countries. AJOVY will also be protected by regulatory exclusivity for 12 years from marketing approval in the United States (obtained in September 2018) and 10 years from marketing approval in Europe (obtained in April 2019).

 

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In October 2017, we filed a lawsuit in the U.S. District Court for the District of Massachusetts alleging that Eli Lilly & Co.’s (“Lilly”) marketing and sale of its galcanezumab product for the treatment of migraine infringes nine Teva patents, including three method of treatment patents and six composition of matter patents. Lilly then submitted inter partes review (“IPR”) petitions to the Patent Trial and Appeal Board (“PTAB”), challenging the validity of the nine Teva patents. The PTAB issued decisions upholding the three method of treatment patents but finding the six composition of matter patents invalid, which decisions were affirmed by the Court of Appeals for the Federal Circuit on August 16, 2021. A jury trial regarding the three method of treatment patents resulted in a verdict in Teva’s favor on November 9, 2022, in which the three method of treatment patents were determined to be valid and infringed by Lilly, and Teva was awarded $176.5 million in damages. On September 26, 2023, the U.S. District Court for the District of Massachusetts issued a decision that reversed the jury’s verdict and damages award, finding Teva’s method of treatment patents to be invalid. Teva appealed this ruling on October 24, 2023. On February 2, 2024, Teva filed its opening appeal brief, to which Lilly filed its responding brief on April 19, 2024, which Teva responded to on May 29, 2024. Lilly’s final brief was filed on July 19, 2024. No date has been set for the appeal hearing.

In addition, in 2018 we entered into separate agreements with Alder Biopharmaceuticals, Inc. and Lilly, resolving the European Patent Office oppositions that they filed against our AJOVY patents. The settlement agreement with Lilly also resolved Lilly’s action to revoke the patent protecting AJOVY in the United Kingdom.

AUSTEDO revenues in our United States segment in the second quarter of 2024 increased by 32%, to $407 million, compared to $308 million in the second quarter of 2023, mainly due to growth in volume, as well as expanded access for patients and increased investment to support higher demand.

AUSTEDO was launched in the U.S. in 2017. It is indicated for the treatment of chorea associated with Huntington disease and for the treatment of tardive dyskinesia in adults.

AUSTEDO is protected in the United States by 13 Orange Book patents expiring between 2031 and 2038. We received notice letters from two ANDA filers regarding the filing of their ANDAs with paragraph (IV) certifications for certain of the patents listed in the Orange Book for AUSTEDO. On July 1, 2021, we filed claims against two generic ANDA filers, Aurobindo and Lupin, in the U.S. District Court for the District of New Jersey. In addition, Apotex filed a petition for IPR by the PTAB of the patent covering the deutetrabenazine compound that expires in 2031. On March 9, 2022, the U.S. Patent and Trademark Office denied Apotex’s petition and declined to institute a review of the deutetrabenazine patent. On April 29, 2022 and June 8, 2022, we reached agreements with Lupin and Aurobindo, respectively, to sell their generic products beginning in April 2033, or earlier under certain circumstances. There are no further patent litigations pending regarding AUSTEDO.

AUSTEDO XR (deutetrabenazine) extended-release tablets was approved by the FDA on February 17, 2023, and became commercially available in the U.S. in May 2023. In May 2024, the FDA approved AUSTEDO XR as a one pill, once-daily treatment option in doses of 30, 36, 42, and 48 mg. In July 2024, the FDA approved the 18 mg dosage for AUSTEDO XR making it a one pill, once-daily option for all available doses. AUSTEDO XR is a once-daily formulation indicated in adults for tardive dyskinesia and chorea associated with Huntington’s disease, which is additional to the currently marketed twice-daily AUSTEDO. AUSTEDO XR is protected by ten Orange Book patents expiring between 2031 and 2041.

UZEDY (risperidone) extended-release injectable suspension was approved by the FDA on April 28, 2023 for the treatment of schizophrenia in adults, and was launched in the U.S. in May 2023. UZEDY is a subcutaneous, long-acting formulation of risperidone that controls the steady release of risperidone. UZEDY is protected by nine Orange Book patents expiring between 2025 and 2033. We are moving forward with plans to launch UZEDY in other countries around the world. UZEDY faces competition from multiple other products.

BENDEKA and TREANDA combined revenues in our United States segment in the second quarter of 2024 were $41 million, a decrease of 39% compared to the second quarter of 2023, mainly due to the entry of generic bendamustine products into the market. The orphan drug exclusivity that had attached to bendamustine products expired in December 2022.

In April 2019, we signed an amendment to the license agreement with Eagle extending the royalty term applicable to the United States to the full period for which we sell BENDEKA and increased the royalty rate. In consideration, Eagle agreed to assume a portion of BENDEKA-related patent litigation expenses.

There are 18 patents listed in the U.S. Orange Book for BENDEKA with expiration dates in 2026 and 2031. In April 2020, the U.S. District Court for the District of Delaware issued a trial decision upholding the validity of all of the asserted patents and finding that four ANDA filers for generic versions of BENDEKA infringe at least one of the patents. Teva settled with one of the three ANDA filers that appealed the district court’s decision, and on August 13, 2021, the Federal Circuit issued a Rule 36 affirmance of such decision. Litigation against the fifth ANDA filer was dismissed after withdrawal of its patent challenge, and on October 18, 2021, the case against a sixth ANDA filer was also settled.

 

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Teva also settled litigations against three 505(b)(2) applicants, Hospira, Inc. (“Hospira”), Dr. Reddy’s Laboratories (“DRL”) and Accord Healthcare (“Accord”). Based on these settlement agreements, the three 505(b)(2) filers, Hospira, Accord and DRL can launch their products on November 17, 2027 or earlier under certain circumstances. On May 4, 2023, and June 9, 2023, Teva and Eagle also filed suit against BendaRx Corp. in the U.S. District Court for the District of Delaware, following its filing of a 505(b)(2) NDA for a bendamustine product. In addition, on June 16, 2023, Teva filed suit against BendaRx USA Corp. in the U.S. District Court for the District of Eastern Virginia, which was then stayed and has now been transferred to the U.S. District Court for the District of Delaware where it has been consolidated with the suits filed there.

In addition to the settlement with Eagle regarding its bendamustine 505(b)(2) NDA, between 2015 and 2020, we reached final settlements with 22 ANDA filers for generic versions of the lyophilized form of TREANDA and one 505(b)(2) NDA filer for a generic version of the liquid form of TREANDA, providing for the launch of generic versions of TREANDA prior to patent expiration. Currently, there are multiple generic TREANDA products on the market.

COPAXONE revenues in our United States segment in the second quarter of 2024 were $81 million, an increase of 44% compared to the second quarter of 2023, mainly due to a decrease in sales allowance due to a non-recurring item.

The market for MS treatments continues to develop, particularly with the approval of generic versions of COPAXONE. Oral treatments for MS, such as Tecfidera®, Gilenya® and Aubagio®, continue to present significant and increasing competition. COPAXONE also continues to face competition from existing injectable products, as well as from monoclonal antibodies, such as Ocrevus® and Kesimpta®.

Anda revenues from third-party products in our United States segment in the second quarter of 2024 decreased by 5% to $373 million, compared to $392 million in the second quarter of 2023, mainly due to lower demand in the second quarter of 2024. Anda, our distribution business in the United States, distributes generic and innovative medicines and OTC pharmaceutical products from Teva and various third-party manufacturers to independent retail pharmacies, pharmacy retail chains, hospitals and physician offices in the United States. Anda is able to compete in the distribution market by maintaining a broad portfolio of products, competitive pricing and delivery throughout the United States.

Product Launches and Pipeline

In the second quarter of 2024, we launched the authorized generic and biosimilar version of the following branded products in the United States:

 

Product Name

  

Brand Name

   Launch
Date
     Total Annual U.S.
Branded Sales at Time
of Launch
(U.S. $ in millions
(IQVIA))*
 

Liraglutide injection 1.8mg

   Victoza® Injection      June      $ 1,759  

SIMLANDI injection**

   N/A      May        No Data  

 

*

The figures presented are for the twelve months ended in the calendar quarter immediately prior to our launch or re-launch.

**

SIMLANDI (adalimumab-ryvk) injection, as an interchangeable biosimilar to Humira®.

Our generic products pipeline in the United States includes, as of June 30, 2024, 126 product applications awaiting FDA approval, including 60 tentative approvals. This total reflects all pending ANDAs, supplements for product line extensions and tentatively approved applications and includes some instances where more than one application was submitted for the same reference product. Excluding overlaps, the branded products underlying these pending applications had U.S. sales for the twelve months ended March 31, 2024 of approximately $112 billion, according to IQVIA. Approximately 79% of pending applications include a paragraph IV patent challenge, and we believe we are first-to-file with respect to 56 of these products, or 85 products including final approvals where launch is pending a settlement agreement or court decision. Collectively, these first-to-file opportunities represent over $76 billion in U.S. brand sales for the twelve months ended March 31, 2024, according to IQVIA.

 

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IQVIA reported brand sales are one of the many indicators of future potential value of a launch, but equally important are the mix and timing of competition, as well as cost effectiveness. The potential advantages of being the first filer with respect to some of these products may be subject to forfeiture, shared exclusivity or competition from so-called “authorized generics,” which may ultimately affect the value derived.

In the second quarter of 2024, we received tentative approvals for generic equivalents of the products listed in the table below, excluding overlapping applications. A “tentative approval” indicates that the FDA has substantially completed its review of an application and final approval is expected once the relevant patent expires, a court decision is reached, a 30-month regulatory stay lapses or a 180-day exclusivity period awarded to another manufacturer either expires or is forfeited.

 

Generic Name

   Brand Name     Total Annual U.S.
Branded Sales at Time
of Launch
(U.S. $ in millions
(IQVIA))*
 

Enzalutamide Tablets, 40 mg and 80 mg

     Xtandi ®    $ 1,253  

 

* 

The figures presented are for the twelve months ended in the calendar quarter immediately prior to our launch or re-launch.

For information regarding our innovative and biosimilar products pipeline, see “—Teva Consolidated Results—Research and Development (R&D) Expenses” below.

United States Gross Profit

Gross profit from our United States segment in the second quarter of 2024 was $1,167 million, an increase of 15%, compared to $1,017 million in the second quarter of 2023.

Gross profit margin for our United States segment in the second quarter of 2024 increased to 55.3%, compared to 53.8% in the second quarter of 2023. This increase was mainly due to a favorable mix of products primarily driven by higher revenues from lenalidomide capsules (the generic version of Revlimid®) and AUSTEDO.

United States R&D Expenses

R&D expenses relating to our United States segment in the second quarter of 2024 were $170 million, an increase of 9%, compared to $156 million in the second quarter of 2023.

For a description of our R&D expenses in the second quarter of 2024, see “—Teva Consolidated Results—Research and Development (R&D) Expenses” below.

United States S&M Expenses

S&M expenses relating to our United States segment in the second quarter of 2024 were $270 million, an increase of 8%, compared to $250 million in the second quarter of 2023. This increase was mainly due to promotional activities related to AUSTEDO, primarily the direct-to-consumer advertising campaign.

United States G&A Expenses

G&A expenses relating to our United States segment in the second quarter of 2024 were $100 million, a decrease of 1% compared to $101 million in the second quarter of 2023.

 

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United States Profit

Profit from our United States segment consists of gross profit less R&D expenses, S&M expenses, G&A expenses and any other income related to this segment. Segment profit does not include amortization and certain other items.

Profit from our United States segment in the second quarter of 2024 was $629 million, an increase of 23% compared to $511 million in the second quarter of 2023. This increase was mainly due to higher gross profit, partially offset by higher operational expenses, as discussed above.

Europe Segment

The following table presents revenues, expenses and profit for our Europe segment for the three months ended June 30, 2024 and 2023:

 

     Three months ended June 30,  
     2024     2023  
     (U.S. $ in millions / % of Segment Revenues)  

Revenues

   $ 1,213        100   $ 1,163        100

Gross profit

     677        55.8     640        55.0

R&D expenses

     62        5.1     53        4.5

S&M expenses

     209        17.2     194        16.7

G&A expenses

     64        5.3     61        5.2

Other income

     §        §       (1      §  
  

 

 

    

 

 

   

 

 

    

 

 

 

Segment profit*

   $ 342        28.2   $ 334        28.7
  

 

 

    

 

 

   

 

 

    

 

 

 

 

*

Segment profit does not include amortization and certain other items.

§

Represents an amount less than $0.5 million or 0.5%, as applicable.

Europe Revenues

Our Europe segment includes the European Union, the United Kingdom and certain other European countries.

Revenues from our Europe segment in the second quarter of 2024 were $1,213 million, an increase of 4%, or $50 million, compared to the second quarter of 2023. In local currency terms, revenues increased by 5% compared to the second quarter of 2023, mainly due to higher revenues from generic products and AJOVY.

Revenues by Major Products and Activities

The following table presents revenues for our Europe segment by major products and activities for the three months ended June 30, 2024 and 2023:

 

     Three months ended
June 30,
    

Percentage

Change

 
     2024      2023      2024-2023  
     (U.S. $ in millions)         

Generic products

   $ 970      $ 909        7

AJOVY

     52        39        33

COPAXONE

     53        60        (11 %) 

Respiratory products

     57        66        (14 %) 

Other

     81        89        (10 %) 
  

 

 

    

 

 

    

Total

   $ 1,213      $ 1,163        4
  

 

 

    

 

 

    

 

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Generic products revenues (including OTC and biosimilar products) in our Europe segment in the second quarter of 2024 were $970 million, an increase of 7% compared to the second quarter of 2023. In local currency terms, revenues increased by 8%, mainly due to price increases as a result of market conditions such as inflationary pressures in certain markets, as well as higher revenues from recently launched products.

AJOVY revenues in our Europe segment in the second quarter of 2024 increased by 33% to $52 million, compared to $39 million in the second quarter of 2023. In local currency terms revenues increased by 34%, mainly due to growth in European countries in which AJOVY had previously been launched.

For information about AJOVY patent protection, see “—United States Revenues—Revenues by Major Products and Activities” above.

COPAXONE revenues in our Europe segment in the second quarter of 2024 were $53 million, a decrease of 11% compared to the second quarter of 2023. In local currency terms, revenues decreased by 9%, due to price reductions and a decline in volume resulting from competing glatiramer acetate products and availability of alternative therapies.

In certain countries, Teva remains in litigation against generic companies regarding COPAXONE.

Respiratory products revenues in our Europe segment in the second quarter of 2024 were $57 million, a decrease of 14% compared to the second quarter of 2023. In local currency terms, revenues decreased by 13% compared to the second quarter of 2023, mainly due to net price reductions and lower volumes.

Product Launches and Pipeline

As of June 30, 2024, our generic products pipeline in Europe included 280 generic approvals relating to 44 compounds in 81 formulations, with no European Medicines Agency (“EMA”) approvals received. In addition, approximately 1,423 marketing authorization applications are pending approval in 37 European countries, relating to 98 compounds in 212 formulations. Two applications are pending with the EMA relating to seven strengths in 30 markets.

For information regarding our innovative medicines and biosimilar products pipeline, see “—Teva Consolidated Results—Research and Development (R&D) Expenses” below.

Europe Gross Profit

Gross profit from our Europe segment in the second quarter of 2024 was $677 million, an increase of 6% compared to $640 million in the second quarter of 2023.

Gross profit margin for our Europe segment in the second quarter of 2024 increased to 55.8%, compared to 55.0% in the second quarter of 2023. This increase was mainly due to price increases of generic products as a result of market conditions such as inflationary pressures in certain markets.

Europe R&D Expenses

R&D expenses relating to our Europe segment in the second quarter of 2024 were $62 million, an increase of 18% compared to $53 million in the second quarter of 2023.

For a description of our R&D expenses in the second quarter of 2024, see “—Teva Consolidated Results—Research and Development (R&D) Expenses” below.

Europe S&M Expenses

S&M expenses relating to our Europe segment in the second quarter of 2024 were $209 million, an increase of 8% compared to $194 million in the second quarter of 2023. This increase was mainly to support revenue growth including AJOVY, as well as due to exchange rate fluctuations.

Europe G&A Expenses

G&A expenses relating to our Europe segment in the second quarter of 2024 were $64 million, an increase of 6% compared to $61 million in the second quarter of 2023.

Europe Profit

Profit from our Europe segment consists of gross profit less R&D expenses, S&M expenses, G&A expenses and any other income related to this segment. Segment profit does not include amortization and certain other items.

 

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Profit from our Europe segment in the second quarter of 2024 was $342 million, an increase of 2%, compared to $334 million in the second quarter of 2023. This increase was mainly due to higher gross profit, as described above.

International Markets Segment

The following table presents revenues, expenses and profit for our International Markets segment for the three months ended June 30, 2024 and 2023:

 

     Three months ended June 30,  
     2024     2023  
     (U.S. $ in millions / % of Segment Revenues)  

Revenues

   $ 593        100   $ 578        100

Gross profit

     286        48.3     283        49.0

R&D expenses

     30        5.1     23        4.0

S&M expenses

     145        24.5     125        21.6

G&A expenses

     38        6.4     34        5.9

Other income

     §        §       (31      (5.4 %) 
  

 

 

    

 

 

   

 

 

    

 

 

 

Segment profit*

   $ 73        12.3   $ 132        22.8
  

 

 

    

 

 

   

 

 

    

 

 

 

 

*

Segment profit does not include amortization and certain other items.

§

Represents an amount less than $0.5 million or 0.5%, as applicable.

International Markets Revenues

Our International Markets segment includes all countries in which we operate other than the United States and the countries included in our Europe segment. The International Markets segment includes more than 35 countries, covering a substantial portion of the global pharmaceutical industry. As part of a recent shift in executive management responsibilities, commencing January 1, 2024, Canada is reported under our International Markets segment and is no longer included as part of our United States segment. Prior period amounts were recast to reflect this change. See note 15 to our consolidated financial statements.

The countries in our International Markets segment include highly regulated, mainly generic markets, such as Canada and Israel, branded generics-oriented markets, such as Russia and certain Latin America markets and hybrid markets, such as Japan.

In February 2022, Russia launched an invasion of Ukraine. As of the date of this Quarterly Report on Form 10-Q, sustained conflict and disruption in the region is ongoing. Russia and Ukraine markets are included in our International Markets segment results and we have no manufacturing or R&D facilities in these markets. During the three months ended June 30, 2024, the impact of this conflict on our International Markets segment’s results of operations and financial condition was immaterial. Consistent with our foreign exchange risk management hedging programs, we hedged our exposure to currency exchange rate fluctuations with respect to our balance sheet assets, revenues and expenses. However, as of the end of the second quarter of 2024, we hedge a small part of our projected net revenues in Russian ruble for 2024. Prior to and since the escalation of the conflict, we have been taking measures to reduce our operational cash balances in Russia and Ukraine. We have been monitoring the solvency of our customers in Russia and Ukraine and have taken measures, where practicable, to mitigate our exposure to risks related to the conflict in the region. However, the duration, severity and global implications (including potential inflation and devaluation consequences) of the conflict cannot be predicted at this time and could have an effect on our business, including on our exchange rate exposure, supply chain, operational costs and commercial presence in these markets.

Revenues from our International Markets segment in the second quarter of 2024 were $593 million, an increase of 3% compared to the second quarter of 2023. In local currency terms, revenues increased by 22% compared to the second quarter of 2023, mainly due to higher revenues from generic products in most markets, partially offset by regulatory price reductions and generic competition to off-patented products in Japan.

 

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In the second quarter of 2024, revenues were negatively impacted by exchange rate fluctuations of $114 million, including hedging effects, compared to the second quarter of 2023. Revenues in the second quarter of 2024 included $5 million from a negative hedging impact, compared to a positive hedging impact of $5 million in the second quarter of 2023, which are included in “Other” in the table below. See note 8d to our consolidated financial statements.

Revenues by Major Products and Activities

The following table presents revenues for our International Markets segment by major products and activities for the three months ended June 30, 2024 and 2023:

 

     Three months ended
June 30,
    

Percentage

Change

 
     2024      2023      2024-2023  
     (U.S. $ in millions)         

Generic products

   $ 486      $ 478        2

AJOVY

     22        14        58

COPAXONE

     14        17        (20 %) 

Other

     71        69        2
  

 

 

    

 

 

    

Total

   $ 593      $ 578        3
  

 

 

    

 

 

    

Generic products revenues (including OTC and biosimilar products) in our International Markets segment were $486 million in the second quarter of 2024, an increase of 2% compared to the second quarter of 2023. In local currency terms, revenues increased by 22% compared to the second quarter of 2023, mainly due to higher revenues in most markets, largely driven by price increases as a result of higher costs due to inflationary pressure in certain markets and higher volumes, partially offset by regulatory price reductions and generic competition to off-patented products in Japan.

AJOVY was launched in certain markets in our International Markets segment, including in Canada, Japan, Australia, Israel, South Korea, Brazil and others. AJOVY revenues in our International Markets segment in the second quarter of 2024 were $22 million, compared to $14 million in the second quarter of 2023.

COPAXONE revenues in our International Markets segment in the second quarter of 2024 were $14 million compared to $17 million in the second quarter of 2023.

AUSTEDO was launched in China and Israel in 2021 and in Brazil in 2022, for the treatment of chorea associated with Huntington’s disease and for the treatment of tardive dyskinesia. In February 2024, we announced a strategic partnership for the marketing and distribution of AUSTEDO in China. We continue with additional submissions in various other markets.

International Markets Gross Profit

Gross profit from our International Markets segment in the second quarter of 2024 was $286 million, an increase of 1% compared to $283 million in the second quarter of 2023.

Gross profit margin for our International Markets segment in the second quarter of 2024 decreased to 48.3%, compared to 49.0% in the second quarter of 2023. This decrease was mainly due to a negative hedging impact, regulatory price reductions and generic competition to off-patented products in Japan, as well as higher costs due to inflationary and other macroeconomic pressures, partially offset by price increases largely as a result of inflationary pressures in certain markets and a favorable mix of products.

International Markets R&D Expenses

R&D expenses relating to our International Markets segment in the second quarter of 2024 were $30 million, an increase of 30% compared to the second quarter of 2023.

For a description of our R&D expenses in the second quarter of 2024, see “—Teva Consolidated Results—Research and Development (R&D) Expenses” below.

 

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International Markets S&M Expenses

S&M expenses relating to our International Markets segment in the second quarter of 2024 were $145 million, an increase of 16% compared to the second quarter of 2023, mainly to support revenue growth including through our strategic partnership in China for AUSTEDO.

International Markets G&A Expenses

G&A expenses relating to our International Markets segment in the second quarter of 2024 were $38 million, an increase of 12% compared to the second quarter of 2023.

International Markets Other Income

Other income in the second quarter of 2024 was minimal, compared to $31 million in the second quarter 2023. Other income in the second quarter of 2023 included a capital gain from the sale of assets.

International Markets Profit

Profit from our International Markets segment consists of gross profit less R&D expenses, S&M expenses, G&A expenses and any other income related to this segment. Segment profit does not include amortization and certain other items.

Profit from our International Markets segment in the second quarter of 2024 was $73 million, a decrease of 45%, compared to $132 million in the second quarter of 2023. This decrease was mainly due to lower other income as well as higher S&M expenses in the second quarter of 2024.

Other Activities

We have other sources of revenues, primarily the sale of APIs to third parties, certain contract manufacturing services and an out-licensing platform offering a portfolio of products to other pharmaceutical companies through our affiliate Medis. Our other activities are not included in our United States, Europe or International Markets segments described above.

On January 31, 2024, we announced that we intend to divest our API business (including its R&D, manufacturing and commercial activities) through a sale, which divestment is expected to be completed in the first half of 2025. The intention to divest is in alignment with our Pivot to Growth strategy. However, there can be no assurance regarding the ultimate timing or structure of a potential divestiture or that a divestiture will be agreed or completed at all.

Our revenues from other activities in the second quarter of 2024 were $249 million, an increase of 2% in both U.S. dollars and local currency terms, compared to the second quarter of 2023.

API sales to third parties in the second quarter of 2024 were $151 million, reflecting an increase of 5% in both U.S. dollars and local currency terms, compared to the second quarter of 2023, following a reallocation of an immaterial business within our other activities, in line with our intention to divest our API business.

Teva Consolidated Results

The data presented with respect to other asset impairments, restructuring and other items, operating income (loss), income taxes, net income (loss) attributable to Teva and earnings (loss) per share for the prior period have been revised to reflect a revision in relation to a contingent consideration and related expenses in our consolidated financial statements. For additional information, see note 1c to our consolidated financial statements.

Revenues

Revenues in the second quarter of 2024 were $4,164 million, an increase of 7% in U.S. dollars or 11% in local currency terms, compared to the second quarter of 2023. This increase was mainly due to higher revenues from generic products in all our segments, and from AUSTEDO in our United States and International Markets segments. See “—United States Revenues,” “—Europe Revenues,” “—International Markets Revenues” and “—Other Activities” above.

Exchange rate movements during the second quarter of 2024, including hedging effects, negatively impacted revenues by $122 million, compared to the second quarter of 2023. See note 8d to our consolidated financial statements.

 

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Gross Profit

Gross profit in the second quarter of 2024 was $2,024 million, an increase of 13% compared to $1,796 million in the second quarter of 2023.

Gross profit margin was 48.6% in the second quarter of 2024, compared to 46.3% in the second quarter of 2023. This increase was mainly due to a favorable mix of products, primarily AUSTEDO.

Research and Development (R&D) Expenses, net

Our R&D activities for innovative medicines and biosimilar products in each of our segments include costs of discovery research, preclinical work, drug formulation, early- and late-stage clinical development and product registration costs. These expenditures are reported net of contributions received from collaboration partners. Our spending takes place throughout the development process, including (i) early-stage projects in both discovery and preclinical phases; (ii) middle-stage projects in clinical programs up to Phase 3; (iii) late-stage projects in Phase 3 programs, including where a new drug application is currently pending approval; (iv) post-approval studies for marketed products; and (v) indirect expenses, such as costs of internal administration, infrastructure and personnel.

Our R&D activities for generic products in each of our segments include both (i) direct expenses relating to product formulation, analytical method development, stability testing, management of bioequivalence and other clinical studies and regulatory filings; and (ii) indirect expenses, such as costs of internal administration, infrastructure and personnel.

In the second quarter of 2024, our R&D expenses related primarily to innovative product candidates and marketed products in immunology and immuno-oncology, neuroscience (such as neuropsychiatry, including post-approval commitments) and selected other areas, as well as generic products and biosimilars.

R&D expenses, net in the second quarter of 2024 were $269 million, an increase of 12% compared to $240 million in the second quarter of 2023, as we continue to execute on our Pivot to Growth strategy.

Our higher R&D expenses, net in the second quarter of 2024, compared to the second quarter of 2023, were mainly due to an increase related to our late-stage innovative pipeline in immunology, as well as related to immuno-oncology and neuroscience projects.

Our R&D expenses, net in the second quarter of 2024 were also impacted by reimbursements from our strategic partnerships. See note 2 to our consolidated financial statements.

R&D expenses as a percentage of revenues were 6.5% in the second quarter of 2024, compared to 6.2% in the second quarter of 2023.

Innovative Medicines Pipeline

Below is a description of key products in our innovative medicines pipeline as of July 31, 2024:

 

    

Phase 2

  

Phase 3

Neuroscience      

Olanzapine LAI

(TEV-‘749)

Schizophrenia

(September 2022)

Immunology   

Duvakitug (anti-TL1A) (1)

(TEV-’574)

Inflammatory Bowel Disease

  

ICS/SABA(3)

(TEV-’248)

Respiratory

(February 2023)

  

Emrusolmin(2)

(TEV-‘286)

Multiple System Atropy

  

 

(1)

In collaboration with Sanofi.

(2)

In collaboration with Modag.

(3)

In collaboration with Launch Therapeutics.

 

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Biosimilar Products Pipeline

We have additional biosimilar products in development internally and with our partners that are in various stages of clinical trials and regulatory review worldwide, including Phase 3 clinical trials for biosimilars to Prolia® (denosumab), Xgeva® (denosumab) and Xolair® (omalizumab), as well as biosimilars to Eylea® (afilbercept), Simponi® and Simponi Aria® (golimumab), which are in collaboration with Alvotech for the U.S. market.

Selling and Marketing (S&M) Expenses

S&M expenses in the second quarter of 2024 were $656 million, an increase of 9% compared to the second quarter of 2023. This increase was mainly a result of the factors discussed above under “—United States segment—S&M Expenses,” “—Europe segment— S&M Expenses” and “—International Markets Segment—S&M Expenses.”

S&M expenses as a percentage of revenues were 15.8% in the second quarter of 2024, compared to 15.6% in the second quarter of 2023.

General and Administrative (G&A) Expenses

G&A expenses in the second quarter of 2024 were $283 million, a decrease of 8% compared to the second quarter of 2023, mainly due to lower litigation costs in the second quarter of 2024.

G&A expenses as a percentage of revenues were 6.8% in the second quarter of 2024 compared to 7.9% in the second quarter of 2023.

Intangible Asset Impairments

We recorded expenses of $61 million for identifiable intangible asset impairments in the second quarter of 2024, compared to expenses of $63 million in the second quarter of 2023. See note 5 to our consolidated financial statements.

Goodwill Impairment

We recorded a goodwill impairment charge of $400 million related to Teva’s API reporting unit in the second quarter of 2024, compared to a goodwill impairment charge of $700 million in the second quarter of 2023 related to our International Markets reporting unit. See note 6 to our consolidated financial statements.

Other Asset Impairments, Restructuring and Other Items

We recorded expenses of $280 million for other asset impairments, restructuring and other items in the second quarter of 2024, compared to expenses of $108 million in the second quarter of 2023. See note 12 to our consolidated financial statements.

Legal Settlements and Loss Contingencies

We recorded expenses of $83 million in legal settlements and loss contingencies in the second quarter of 2024, compared to expenses of $462 million in the second quarter of 2023. See note 9 to our consolidated financial statements.

Other Income

Other income in the second quarter of 2024 was $2 million, compared to $33 million in the second quarter of 2023. Other income in the second quarter of 2023 included a capital gain from the sale of assets related to our International Markets segment.

Operating Income (Loss)

Operating loss was $5 million in the second quarter of 2024, compared to an operating loss of $654 million in the second quarter of 2023. The higher operating loss in the second quarter of 2023 was mainly due to higher legal settlements and loss contingencies as well as higher goodwill impairment charges in the second quarter of 2023.

Operating loss as a percentage of revenues was 0.1% in the second quarter of 2024, compared to an operating loss as a percentage of revenues of 16.9% in the second quarter of 2023.

 

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Financial Expenses, Net

In the second quarter of 2024, financial expenses, net were $241 million, mainly comprised of net-interest expenses of $233 million. In the second quarter of 2023, financial expenses, net were $268 million, mainly comprised of net-interest expenses of $240 million.

Reconciliation Table to Consolidated Income (Loss) Before Income Taxes

The following table presents a reconciliation of our segment profits to our consolidated operating income (loss) and to consolidated income (loss) before income taxes for the three months ended June 30, 2024 and 2023:

 

     Three months ended  
     June 30,  
     2024     2023  
     (U.S. $ in millions)  

United States profit

   $ 629     $ 511  

Europe profit

     342       334  

International Markets profit

     73       132  
  

 

 

   

 

 

 

Total reportable segments profit

     1,043       977  

Profit (loss) of other activities

     12       33  
  

 

 

   

 

 

 

Total segments profit

     1,056       1,011  

Amounts not allocated to segments:

    

Amortization

     146       162  

Other assets impairments, restructuring and other items *

     280       108  

Goodwill impairment

     400       700  

Intangible assets impairments

     61       63  

Legal settlements and loss contingencies

     83       462  

Other unallocated amounts

     91       170  
  

 

 

   

 

 

 

Consolidated operating income (loss) *

     (5     (654
  

 

 

   

 

 

 

Financial expenses, net

     241       268  
  

 

 

   

 

 

 

Consolidated income (loss) before income taxes *

   $ (246   $ (923
  

 

 

   

 

 

 

 

*

The data presented for the prior period have been revised to reflect a revision in the presentation of these items in the consolidated financial statements. For additional information see note 1c to our consolidated financial statements.

Income Taxes

In the second quarter of 2024, we recognized a tax expense of $630 million, on a pre-tax loss of $246 million. In the second quarter of 2023, we recognized a tax benefit of $16 million, on a pre-tax loss of $923 million. See note 11 to our consolidated financial statements.

Share in (Profits) Losses of Associated Companies, Net

Share in profits of associated companies, net in the second quarter of 2024 was $2 million. Share in profits of associated companies, net in the second quarter of 2023 was $1 million.

 

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Net Income (Loss) Attributable to Teva

Net loss was $846 million in the second quarter of 2024, compared to a net loss of $872 million in the second quarter of 2023. The lower net loss in the second quarter of 2024 was mainly due to lower operating loss, partially offset by higher income taxes, as discussed above.

Diluted Shares Outstanding and Earnings (Loss) per Share

The weighted average diluted shares outstanding used for the fully diluted share calculations for the three months ended June 30, 2024 and 2023 was 1,133 million shares and 1,120 million shares, respectively.

Diluted loss per share was $0.75 in the second quarter of 2024, compared to diluted loss per share of $0.78 in the second quarter of 2023. See note 13 to our consolidated financial statements.

Share Count for Market Capitalization

We calculate share amounts using the outstanding number of shares (i.e., excluding treasury shares) plus shares that would be outstanding upon the exercise of options and vesting of RSUs and PSUs, and the conversion of our convertible senior debentures, in each case, at period end.

As of June 30, 2024 and 2023, the fully diluted share count for purposes of calculating our market capitalization was approximately 1,167 million shares and 1,157 million shares, respectively.

Impact of Currency Fluctuations on Results of Operations

In the second quarter of 2024, approximately 45% of our revenues were denominated in currencies other than the U.S. dollar. Because our results are reported in U.S. dollars, we are subject to significant foreign currency risks. Accordingly, changes in the rate of exchange between the U.S. dollar and local currencies in the markets in which we operate (primarily the euro, British pound, Japanese yen, Russian ruble, Swiss franc, Canadian dollar, and the new Israeli shekel) impact our results.

During the second quarter of 2024, the following main currencies relevant to our operations decreased in value against the U.S. dollar (each compared on a quarterly average basis): Argentinian peso by 74%, Turkish lira by 36%, Chilean peso by 14%, Japanese yen by 12%, Russian ruble by 11%, Ukrainian hryvna by 7%, Brazilian real by 5%, new Israeli shekel by 2% and the euro by 1%. The following main currencies increased in value against the U.S. dollar: Polish zloty by 5%, Mexican peso by 3% and the British pound by 1%.

As a result, exchange rate movements during the second quarter of 2024, including hedging effects, negatively impacted overall revenues by $122 million and operating income by $56 million, compared to the second quarter of 2023.

In the second quarter of 2024, a negative hedging impact of $2 million was recognized under revenues, and a negative hedging impact of $3 million was recognized under cost of sales. In the second quarter of 2023, a positive hedging impact of $4 million was recognized under revenues and a negative hedging impact of $2 million was recognized under cost of sales.

Hedging transactions against future projected revenues and expenses are recognized on the balance sheet at their fair value on a quarterly basis, while the foreign exchange impact on the underlying revenues and expenses may occur in subsequent quarters. See note 8d to our consolidated financial statements.

Commencing in the third quarter of 2018, the cumulative inflation in Argentina exceeded 100% or more over a three-year period. Although this triggered highly inflationary accounting treatment, it did not have a material impact on our results of operations.

Commencing in the second quarter of 2022, the cumulative inflation in Turkey exceeded 100% or more over a three-year period. Although this triggered highly inflationary accounting treatment, it did not have a material impact on our results of operations.

Comparison of Six Months Ended June 30, 2024 to Six Months Ended June 30, 2023

Unless specified otherwise, the factors used to explain quarterly changes on a year-over-year basis are also relevant for the comparison of the results for the six months ended June 30, 2024 and 2023. Where there are different factors affecting the six months comparison, we have described them below.

 

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Segment Information

United States Segment

The following table presents revenues, expenses and profit for our United States segment for the six months ended June 30, 2024 and 2023:

 

    Six month ended June 30,  
    2024     2023  
    (U.S. $ in millions / % of Segment Revenues)  

Revenues

  $ 3,835       100   $ 3,569       100

Gross profit

    2,025       52.8     1,806       50.6

R&D expenses

    324       8.4     305       8.5

S&M expenses

    530       13.8     457       12.8

G&A expenses

    193       5.0     196       5.5

Other income

    (1     §       (1     §  
 

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit*

  $ 979       25.5   $ 850       23.8
 

 

 

   

 

 

   

 

 

   

 

 

 

 

*

Segment profit does not include amortization and certain other items.

§

Represents an amount less than 0.5%.

United States Revenues

As part of a recent shift in executive management responsibilities and in line with our Pivot to Growth strategy, commencing January 1, 2024, Canada is reported as part of our International Markets segment. Prior period amounts were recast to reflect this change. See note 15 to our consolidated financial statements.

Revenues from our United States segment in the first six months of 2024 were $3,835 million, an increase of 7% compared to $3,569 million in the first six months of 2023.

Revenues by Major Products and Activities

The following table presents revenues for our United States segment by major products and activities for the six months ended June 30, 2024 and 2023:

 

     Six months ended
June 30,
    

Percentage

Change

 
     2024      2023      2024-2023  
     (U.S. $ in millions)         

Generic products

   $ 1,831      $ 1,631        12
  

 

 

    

 

 

    

 

 

 

AJOVY

     87        98        (12 %) 

AUSTEDO

     689        478        44

BENDEKA and TREANDA

     87        129        (33 %) 

COPAXONE

     111        127        (13 %) 

Anda

     754        816        (8 %) 

Other

     276        289        (4 %) 
  

 

 

    

 

 

    

Total

   $ 3,835      $ 3,569        7
  

 

 

    

 

 

    

COPAXONE revenues in our United States segment in the first six months of 2024 were $111 million, a decrease of 13% compared to the first six months of 2023, mainly due to generic competition and a decrease in glatiramer acetate market share due to availability of alternative therapies.

United States Gross Profit

Gross profit from our United States segment in the first six months of 2024 was $2,025 million, an increase of 12%, compared to $1,806 million in the first six months of 2023.

 

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Gross profit margin for our United States segment in the first six months of 2024 increased to 52.8% compared to 50.6% in the first six months of 2023.

United States R&D Expenses

R&D expenses relating to our United States segment in the first six months of 2024 were $324 million, an increase of 6%, compared to $305 million in the first six months of 2023.

United States S&M Expenses

S&M expenses relating to our United States segment in the first six months of 2024 were $530 million, an increase of 16%, compared to $457 million in the first six months of 2023.

United States G&A Expenses

G&A expenses relating to our United States segment in the first six months of 2024 were $193 million, a decrease of 2%, compared to $196 million in the first six months of 2023.

United States Profit

Profit from our United States segment in the first six months of 2024 was $979 million, an increase of 15%, compared to $850 million in the first six months of 2023.

Europe Segment

The following table presents revenues, expenses and profit for our Europe segment for the six months ended June 30, 2024 and 2023:

 

    Six month ended June 30,  
    2024     2023  
    (U.S. $ in millions / % of Segment Revenues)  

Revenues

  $ 2,485       100.0   $ 2,347       100.0

Gross profit

    1,415       56.9     1,294       55.2

R&D expenses

    118       4.7     106       4.5

S&M expenses

    403       16.2     381       16.2

G&A expenses

    130       5.2     130       5.5

Other (income) expense

    §       §       (1     §  
 

 

 

   

 

 

   

 

 

   

 

 

 

Segment profit*

  $ 764       30.8   $ 679       28.9
 

 

 

   

 

 

   

 

 

   

 

 

 

 

*

Segment profit does not include amortization and certain other items.

§

Represents an amount less than $0.5 million or 0.5%, as applicable.

Europe Revenues

Our Europe segment includes the European Union, the United Kingdom, and certain other European countries.

Revenues from our Europe segment in the first six months of 2024 were $2,485 million, an increase of 6% or $138 million, compared to the first six months of 2023. In local currency terms, revenues increased by 4% compared to the first six months of 2023.

 

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Revenues by Major Products and Activities

The following table presents revenues for our Europe segment by major products and activities for the six months ended June 30, 2024 and 2023:

 

    Six months ended June 30,    

Percentage

Change

 
    2024     2023     2024-2023  
    (U.S. $ in millions)  

Generic products

  $ 1,974     $ 1,841       7

AJOVY

    102       74       37

COPAXONE

    110       119       (7 %) 

Respiratory products

    123       134       (8 %) 

Other

    175       178       (2 %) 
 

 

 

   

 

 

   

Total

  $ 2,485     $ 2,347       6
 

 

 

   

 

 

   

Europe Gross Profit

Gross profit from our Europe segment in the first six months of 2024 was $1,415 million, an increase of 9% compared to $1,294 million in the first six months of 2023.

Gross profit margin for our Europe segment in the first six months of 2024 increased to 56.9% compared to 55.2% in the first six months of 2023.

Europe R&D Expenses

R&D expenses relating to our Europe segment in the first six months of 2024 were $118 million, an increase of 11% compared to $106 million in the first six months of 2023.

Europe S&M Expenses

S&M expenses relating to our Europe segment in the first six months of 2024 were $403 million, an increase of 6% compared to $381 million in the first six months of 2023.

Europe G&A Expenses

G&A expenses relating to our Europe segment in the first six months of 2024 were $130 million, flat compared to the first six months of 2023.

Europe Profit

Profit from our Europe segment in the first six months of 2024 was $764 million, an increase of 13% compared to $679 million in the first six months of 2023.

International Markets Segment

The following table presents revenues, expenses and profit for our International Markets segment for the six months ended June 30, 2024 and 2023:

 

     Six month ended June 30,  
     2024     2023  
     (U.S. $ in millions / % of Segment Revenues)  

Revenues

   $ 1,190        100   $ 1,159        100

Gross profit

     583        49.0     568        49.0

R&D expenses

     58        4.9     51        4.4

S&M expenses

     263        22.1     238        20.5

G&A expenses

     73        6.1     72        6.2

Other (income) expense

     (1      §       (33      (2.8 %) 
  

 

 

    

 

 

   

 

 

    

 

 

 

Segment profit*

   $ 190        15.9   $ 240        20.7
  

 

 

    

 

 

   

 

 

    

 

 

 

 

*

Segment profit does not include amortization and certain other items.

 

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International Markets Revenues

Our International Markets segment includes all countries in which we operate other than the United States and the countries included in our Europe segment. As part of a recent shift in executive management responsibilities, commencing January 1, 2024, Canada is reported under our International Markets segment and is no longer included as part of our United States segment. Prior period amounts were recast to reflect this change. See note 15 to our consolidated financial statements.

Revenues from our International Markets segment in the first six months of 2024 were $1,190 million, an increase of $31 million, or 3%, compared to the first six months of 2023. In local currency terms, revenues increased by 20%.

In the first six months of 2024, revenues were negatively impacted by exchange rate fluctuations of $197 million including hedging effects, compared to the first six months of 2023. Revenues in the first six months of 2024 included a negative hedging impact of $1 million compared to a positive hedging impact of $5 million in the first six months of 2023 which are included in “Other” in the table below. See note 8d to our consolidated financial statements.

Revenues by Major Products and Activities

The following table presents revenues for our International Markets segment by major products and activities for the six months ended June 30, 2024 and 2023:

 

    Six months ended
June 30,
   

Percentage

Change

 
    2024     2023     2024-2023  
    (U.S. $ in millions)        

Generic products

  $ 963     $ 955       1

AJOVY

    39       27       42

COPAXONE

    25       34       (26 %) 

Other

    162       142       14
 

 

 

   

 

 

   

Total

  $ 1,190     $ 1,159       3
 

 

 

   

 

 

   

International Markets Gross Profit

Gross profit from our International Markets segment in the first six months of 2024 was $583 million, compared to $568 million in the first six months of 2023.

Gross profit margin for our International Markets segment in the first six months of 2024 was 49.0%, flat compared to the first six months of 2023.

International Markets R&D Expenses

R&D expenses relating to our International Markets segment in the first six months of 2024 were $58 million, an increase of 14% compared to $51 million in the first six months of 2023.

International Markets S&M Expenses

S&M expenses relating to our International Markets segment in the first six months of 2024 were $263 million, an increase of 11% compared to $238 million in the first six months of 2023.

International Markets G&A Expenses

G&A expenses relating to our International Markets segment in the first six months of 2024 were $73 million an increase of 1% compared to $72 million in the first six months of 2023.

International Markets Other Income

Other income in the first six months of 2024 was $1 million, compared to $33 million in the first six months of 2023.

 

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International Markets Profit

Profit from our International Markets segment in the first six months of 2024 was $190 million, a decrease of 21%, compared to $240 million in the first six months of 2023.

Other Activities

We have other sources of revenues, primarily the sale of APIs to third parties, certain contract manufacturing services and an out-licensing platform offering a portfolio of products to other pharmaceutical companies through our affiliate Medis. Our other activities are not included in our United States, Europe or International Markets segments described above.

On January 31, 2024, we announced that we intend to divest our API business (including its R&D, manufacturing and commercial activities) through a sale, which divestment is expected to be completed in the first half of 2025. The intention to divest is in alignment with our Pivot to Growth strategy. However, there can be no assurance regarding the ultimate timing or structure of a potential divestiture or that a divestiture will be agreed or completed at all.

Our revenues from other activities in the first six months of 2024 were $474 million, an increase of 2% in both U.S. dollars and in local currency terms, compared to the first six months of 2023.

API sales to third parties in the first six months of 2024 were $279 million, an increase of 3% in both U.S. dollars and local currency terms, compared to the first six months of 2023, following a reallocation of an immaterial business within our other activities, in line with our intention to divest our API business.

Teva Consolidated Results

The data presented with respect to other asset impairments, restructuring and other items, operating income (loss), income taxes, net income (loss) attributable to Teva and earnings (loss) per share for the prior period have been revised to reflect a revision in relation to a contingent consideration and related expenses in the consolidated financial statements. For additional information, see note 1c to our consolidated financial statements.

Revenues

Revenues in the first six months of 2024 were $7,983 million, an increase of 6% compared to the first six months of 2023. In local currency terms, revenues increased by 8%, compared to the first six months of 2023.

Exchange rate movements during the first six months of 2024, net of hedging effects, negatively impacted revenues by $161 million, compared to the first six months of 2023. See note 8d to our consolidated financial statements.

Gross Profit

Gross profit in the first six months of 2024 was $3,795 million, an increase of 12% compared to the first six months of 2023.

Gross profit margin was 47.5% in the first six months of 2024, compared to 44.8% in the first six months of 2023.

Research and Development (R&D) Expenses

R&D expenses in the first six months of 2024 were $511 million, an increase of 8% compared to the first six months of 2023.

R&D expenses as a percentage of revenues were 6.4% in the first six months of 2024, compared to 6.3% in the first six months of 2023.

Selling and Marketing (S&M) Expenses

S&M expenses in the first six months of 2024 were $1,265 million, an increase of 10% compared to the first six months of 2023.

S&M expenses as a percentage of revenues were 15.8% in the first six months of 2024, compared to 15.2% in the first six months of 2023.

 

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General and Administrative (G&A) Expenses

G&A expenses in the first six months of 2024 were $561 million, a decrease of 7% compared to the first six months of 2023.

G&A expenses as a percentage of revenues were 7.0% in the first six months of 2024, compared to 8.0% in the first six months of 2023.

Intangible Asset Impairments

We recorded expenses of $141 million for identifiable intangible asset impairments in the first six months of 2024, compared to expenses of $241 million in the first six months of 2023. See note 5 to our consolidated financial statements.

Goodwill Impairment

We recorded a goodwill impairment charge of $400 million related to Teva’s API reporting unit in the first six months of 2024, compared to a goodwill impairment charge of $700 million related to our International Markets reporting unit in the first six months of 2023. See note 6 to our consolidated financial statements.

Other Asset Impairments, Restructuring and Other Items

We recorded expenses of $954 million for other asset impairments, restructuring and other items in the first six months of 2024, compared to expenses of $218 million in the first six months of 2023. See note 12 to our consolidated financial statements.

Legal Settlements and Loss Contingencies

We recorded expenses of $188 million in legal settlements and loss contingencies in the first six months of 2024, compared to expenses of $695 million in the first six months of 2023. See note 9 to our consolidated financial statements.

Other Income

Other income in the first six months of 2024 was $1 million, compared to $34 million in the first six months of 2023.

Operating Income (Loss)

Operating loss was $223 million in the first six months of 2024, compared to an operating loss of $667 million in the first six months of 2023.

Operating loss as a percentage of revenues was 2.8% in the first six months of 2024, compared to an operating loss as a percentage of revenues of 8.8% in the first six months of 2023.

Financial Expenses, Net

In the first six months of 2024, financial expenses, net were $491 million, mainly comprised of net-interest expenses of $466 million. In the first six months of 2023, financial expenses, net were $528 million, mainly comprised of net-interest expenses of $476 million.

 

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The following table presents a reconciliation of our segment profits to our consolidated operating income (loss) and to consolidated income (loss) before income taxes for the six months ended June 30, 2024 and 2023:

 

     Six months ended  
     June 30,  
     2024      2023  
     (U.S. $ in millions)  

United States profit

   $ 979      $ 850  

Europe profit

     764        679  

International Markets profit

     190        240  
  

 

 

    

 

 

 

Total reportable segments profit

     1,933        1,769  

Profit of other activities

     15        27  
  

 

 

    

 

 

 

Total segments profit

     1,948        1,796  

Amounts not allocated to segments:

     

Amortization

     298        326  

Other assets impairments, restructuring and other items (1)

     954        218  

Goodwill impairment

     400        700  

Intangible assets impairments

     141        241  

Legal settlements and loss contingencies

     188        695  

Other unallocated amounts

     190        282  
     —       —   
  

 

 

    

 

 

 

Consolidated operating income (loss) (1)

     (223      (667
  

 

 

    

 

 

 

Financial expenses, net

     491        528  
  

 

 

    

 

 

 

Consolidated income (loss) before income taxes (1)

   $ (713    $ (1,195
  

 

 

    

 

 

 

 

(1)

The data presented for 2022 have been revised to reflect a revision in relation to a contingent consideration and related expenses in the consolidated financial statements. See note 1c to our consolidated financial statements for additional information.

Income Taxes

In the first six months 2024, we recognized a tax expense of $578 million, on pre-tax loss of $713 million. In the first six months of 2023, we recognized a tax benefit of $35 million, on pre-tax loss of $1,195 million. See note 11 to our consolidated financial statements.

Share in (Profits) Losses of Associated Companies, Net

Share in losses of associated companies, net in the first six months of 2024 was $2 million, compared to share in profits of $1 million in the first six months of 2023.

Net Income (Loss) Attributable to non-controlling interests

Net loss attributable to non-controlling interests was $309 million in the first six months of 2024, compared to a net loss attributable to non-controlling interests of $68 million in the first six months of 2023. The higher net loss in the first six months of 2024 was mainly due to higher impairments of tangible assets, largely related to the classification of our business venture in Japan as held for sale. See note 12 to our consolidated financial statements.

Net Income (Loss) Attributable to Teva

Net loss was $985 million in the first six months of 2024, compared to a net loss of $1,091 million in the first six months of 2023. The lower net loss in the first six months of 2024 was mainly due to lower operating loss, as well as higher net loss attributable to non-controlling interests, partially offset by higher income taxes, as discussed above.

Diluted Shares Outstanding and Earnings (Loss) per Share

The weighted average diluted shares outstanding used for the fully diluted share calculations for the six months ended June 30, 2024 and 2023 was 1,128 million shares and 1,118 million shares, respectively.

Basic and diluted loss per share was $0.87 for the six months ended June 30, 2024, compared to basic and diluted loss per share of $0.98 for the six months ended June 30, 2023. See note 13 to our consolidated financial statements.

Impact of Currency Fluctuations on Results of Operations

In the first six months of 2024, approximately 48% of our revenues were denominated in currencies other than the U.S. dollar. Because our results are reported in U.S. dollars, we are subject to significant foreign currency risks and, accordingly, changes in the exchange rate between the U.S. dollar and local currencies in markets in which we operate (primarily the euro, British pound, Canadian dollar, Swiss franc, Japanese yen, Russian ruble, and new Israeli shekel) impact our results.

 

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During the first six months of 2024, the following main currencies relevant to our operations decreased in value against the U.S. dollar: Argentinian peso by 75%, Turkish lira by 37%, Russian ruble by 15%, Chilean peso by 14%, Japanese yen by 11%, Ukrainian hryvna by 6% and new Israeli shekel by 3% (all compared on a six-month average basis). The following main currencies relevant to our operations increased in value against the U.S. dollar: Polish zloty by 7%, Mexican peso by 6%, Swiss franc by 3% and the British pound by 3%.

As a result, exchange rate movements during the first six months of 2024, including hedging effects, negatively impacted overall revenues by $161 million and our operating income by $66 million, in comparison to the first six months of 2023.

In the first six months of 2024, a positive hedging impact of $10 million was recognized under revenues, and a negative hedging impact of $6 million was recognized under cost of sales. In the first six months of 2023, a negative hedging impact of $2 million was recognized under revenues and a minimal hedging impact was recognized under cost of sales.

Hedging transactions against future projected revenues and expenses are recognized on the balance sheet at their fair value on a quarterly basis, while the foreign exchange impact on the underlying revenues and expenses may occur in subsequent quarters. See note 8d to our consolidated financial statements.

2024 Aggregated Contractual Obligations

There have not been any material changes in our assessment of material contractual obligations and commitments as set forth in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.

Liquidity and Capital Resources

Total balance sheet assets were $41,338 million as of June 30, 2024, compared to $43,479 million as of December 31, 2023.

Our working capital balance, which includes accounts receivables net of SR&A, inventories, prepaid expenses and other current assets, accounts payables, employee-related obligations, accrued expenses and other current liabilities, was negative $1,283 million as of June 30, 2024, compared to negative $1,374 million as of December 31, 2023. This increase was mainly due to a decrease in accounts payables, driven mainly by timing of inventory purchase pattern, an increase in accounts receivables, net of SR&A, driven mainly from higher sales during the second quarter of 2024 with extended payment terms into the third quarter, and a decrease in employee-related obligations mainly due to performance incentive payments to employees for 2023, partially offset by a classification of working capital balance related to our business venture in Japan as held for sale, as well as an increase in other current liabilities and a decrease in prepaid expenses.

Employee-related obligations, as of June 30, 2024 were $492 million, compared to $611 million as of December 31, 2023. The decrease in the first six months of 2024 was mainly due to performance incentive payments to employees for 2023, partially offset by an accrual for performance incentive payments to employees for 2024.

Cash investment in property, plant and equipment in the second quarter of 2024 was $92 million, compared to $119 million in the second quarter of 2023. Depreciation in the second quarter of 2024 was $113 million, compared to $138 million in the second quarter of 2023.

Cash and cash equivalents as of June 30, 2024 were $2,258 million compared to $3,226 million as of December 31, 2023.

Our cash on hand that is not used for ongoing operations is generally invested in bank deposits as well as liquid securities that bear fixed and floating rates.

Teva’s principal sources of short-term liquidity are its cash on hand, existing cash investments, liquid securities and available credit facilities, primarily our $1.8 billion unsecured syndicated sustainability-linked revolving credit facility, entered into in April 2022, as amended in February 2023 and on May 3, 2024 (“RCF”). See note 7 to our consolidated financial statements.

Debt Balance and Movements

As of June 30, 2024, our debt was $18,640 million, compared to $19,833 million as of December 31, 2023. This decrease was mainly due to repayment at maturity of $956 million of 6% senior notes and a positive impact of $247 million from exchange rate fluctuations.

In April 2024, we repaid $956 million of our 6% senior notes at maturity.

As of June 30, 2024, our debt was effectively denominated in the following currencies: 59% in U.S. dollars, 39% in euros and 2% in Swiss francs.

 

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The portion of total debt classified as short-term as of June 30, 2024 was 11% compared to 8% as of December 31, 2023.

Our financial leverage, which is the ratio between our debt and the sum of our debt and equity, was 74% as of June 30, 2024, compared to 71% as of December 31, 2023. Our average debt maturity was approximately 5.8 years as of June 30, 2024, compared to 6.0 years as of December 31, 2023.

Total Equity

Total equity was $6,563 million as of June 30, 2024, compared to $8,126 million as of December 31, 2023. This decrease was mainly due to a net loss of $1,294 million, and a negative impact of $268 million from exchange rate fluctuations.

Exchange rate fluctuations affected our balance sheet, as approximately 83% of our net assets as of June 30, 2024 (including both monetary and non-monetary assets) were in currencies other than the U.S. dollar. When compared to December 31, 2023, changes in currency rates as of June 30, 2024 had a negative impact of $268 million on our equity. The following currency increased in value against the U.S. dollar: Russian ruble by 4%. The following main currencies decreased in value against the U.S. dollar: Japanese yen by 14%, Mexican peso by 8%, Chilean peso by 7%, Swiss franc by 7% and the euro by 3%. All comparisons are on a year-to-date basis.

Cash Flow

We continually seek to improve the efficiency of our working capital management. Periodically, as part of our cash and commercial relationship management activities, we make decisions in our commercial and supply chain activities which may drive an acceleration of receivable payments from customers, or deceleration of payments to third parties. This has the effect of increasing or decreasing cash from operations during any given period. In connection with strategic continual improvement, we obtained more favorable payment terms from many of our vendors which are expected to continue in future periods. In addition, in periods in which receivable payments from customers are delayed, we have and expect we may in the future extend the time to pay certain vendors, so as to balance our liquidity position. Such decisions may have a material impact on our annual operating cash flow measurement, as well as on our quarterly results.

Cash flow generated from operating activities during the second quarter of 2024 was $103 million, compared to $324 million of cash flow generated from operating activities in the second quarter of 2023. The lower cash flow generated from operating activities in the second quarter of 2024 resulted mainly from changes in working capital items, including a negative impact from accounts receivables, net of SR&A, driven mainly from higher sales during the second quarter of 2024 with extended payment terms into the third quarter, and from accounts payables, as well as higher tax payments.

During the second quarter of 2024, we generated free cash flow of $324 million, which we define as comprising $103 million in cash flow generated from operating activities, $317 million in beneficial interest collected in exchange for securitized accounts receivables (under our EU securitization program) and $1 million in divestitures of businesses and other assets, partially offset by $97 million in cash used for capital investment. During the second quarter of 2023, we generated free cash flow of $632 million, which we define as comprising $324 million in cash flow generated from operating activities, $371 million in beneficial interest collected in exchange for securitized accounts receivables (under our EU securitization program) and $56 million in proceeds from divestitures of businesses and other assets, partially offset by $119 million in cash used for capital investment. The decrease in the second quarter of 2024, resulted mainly from lower cash flow generated from operating activities, as well as lower proceeds from divestitures of businesses and other assets.

Dividends

We have not paid dividends on our ordinary shares or ADSs since December 2017.

Commitments

In addition to financing obligations under short-term debt and long-term senior notes and loans, debentures and convertible debentures, our major contractual obligations and commercial commitments include leases, royalty payments, contingent payments pursuant to acquisition agreements, collaboration agreements, development funding agreements and participation in joint ventures associated with R&D activities. For further information on our agreements with mAbxience, Launch Therapeutics and Abingworth, Biolojic Design, Royalty Pharma, Sanofi, Modag, Alvotech, Takeda and MedinCell, see note 2 to our consolidated financial statements.

 

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We are committed to paying royalties to owners of know-how, partners in alliances and certain other arrangements, and to parties that financed R&D at a wide range of rates as a percentage of sales of certain products, as defined in the agreements. In some cases, the royalty period is not defined; in other cases, royalties will be paid over various periods not exceeding 20 years.

In connection with certain development, supply and marketing, and research and collaboration or services agreements, we are required to indemnify, in unspecified amounts, the parties to such agreements against third-party claims relating to (i) infringement or violation of intellectual property or other rights of such third party; or (ii) damages to users of the related products. Except as described in our financial statements, we are not aware of any material pending action that may result in the counterparties to these agreements claiming such indemnification.

Non-GAAP Net Income and Non-GAAP EPS Data

We present non-GAAP net income and non-GAAP earnings per share (“EPS”) as management believes that such data provide useful information to investors because they are used by management and our Board of Directors, in conjunction with other performance metrics, to evaluate our operational performance, to prepare and evaluate our work plans and annual budgets and ultimately to evaluate the performance of management, including annual compensation. While other qualitative factors and judgment also affect annual compensation, the principal quantitative element in the determination of such compensation are performance targets tied to the work plan, which are based on these non-GAAP measures.

Non-GAAP financial measures have no standardized meaning and accordingly have limitations in their usefulness to investors. Investors are cautioned that, unlike financial measures prepared in accordance with U.S. GAAP, non-GAAP measures may not be comparable with the calculation of similar measures for other companies. These non-GAAP financial measures are presented solely to permit investors to more fully understand how management assesses our performance. The limitations of using non-GAAP financial measures as performance measures are that they provide a view of our results of operations without including all events during a period and may not provide a comparable view of our performance to other companies in the pharmaceutical industry. Investors should consider non-GAAP net income and non-GAAP EPS in addition to, and not as replacements for, or superior to, measures of financial performance prepared in accordance with GAAP.

In preparing our non-GAAP net income and non-GAAP EPS data, we exclude items that either have a non-recurring impact on our financial performance or which, in the judgment of our management, are items that, either as a result of their nature or size, could, were they not excluded, potentially cause investors to extrapolate future performance from an improper base that is not reflective of our underlying business performance. Certain of these items are also excluded because of the difficulty in predicting their timing and scope. The items excluded from our non-GAAP net income and non-GAAP EPS include:

 

   

amortization of purchased intangible assets;

 

   

legal settlements and material litigation fees and/or loss contingencies, due to the difficulty in predicting their timing and scope;

 

   

impairments of long-lived assets, including intangibles, property, plant and equipment and goodwill;

 

   

restructuring expenses, including severance, retention costs, contract cancellation costs and certain accelerated depreciation expenses primarily related to the rationalization of our plants or to certain other strategic activities, such as the realignment of R&D focus or other similar activities;

 

   

acquisition- or divestment- related items, including changes in contingent consideration, integration costs, banker and other professional fees and inventory step-up;

 

   

expenses related to our equity compensation;

 

   

significant one-time financing costs, amortization of issuance costs and terminated derivative instruments, and marketable securities investment valuation gains/losses;

 

   

unusual tax items;

 

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other awards or settlement amounts, either paid or received;

 

   

other exceptional items that we believe are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, such as impacts due to significant costs for remediation of plants, or other unusual events; and

 

   

corresponding tax effects of the foregoing items.

The following tables present our non-GAAP net income and non-GAAP EPS for the three and six months ended June 30, 2024 and 2023, as well as reconciliations of each measure to their nearest GAAP equivalents:

 

     Three months ended     Six months ended  
     June 30,     June 30,  
($ in millions except per share amounts)    2024      2023     2024     2023  

Net income (Loss) attributable to Teva(1)

   ($)
(846

     (872)     ($)  (985     (1,091

Increase (decrease) for excluded items:

         

Amortization of purchased intangible assets

     146        162       298       326  

Legal settlements and loss contingencies(2)

     83        462       188       695  

Goodwill impairment(3)

     400        700       400       700  

Impairment of long-lived assets(4)

     130        74       809       262  

Restructuring costs

     18        10       31       66  

Equity compensation

     32        30       60       62  

Contingent consideration(1)(5)

     192        78       271       113  

Accelerated depreciation

     0        24       7       49  

Financial expenses

     12        16       24       39  

Items attributable to non-controlling interests(4)

     (33)        (49     (317     (90

Other non-GAAP items(6)

     59        125       106       189  

Corresponding tax effects and unusual tax items(7)

     503        (131     353       (235

Non-GAAP net income attributable to Teva

   ($) 697        629     ($)  1,245       1,085  

Non-GAAP tax rate(8)

     15.4%        15.2     15.2     15.3

GAAP diluted earnings (loss) per share attributable to Teva

   ($) (0.75      (0.78   ($)  (0.87     (0.98

EPS difference(9)

     1.35        1.34       1.96       1.94  

Non-GAAP diluted EPS attributable to Teva(9)

   ($) 0.61        0.56     ($) 1.09       0.96  

Non-GAAP average number of shares (in millions)(9)

     1,151        1,129       1,146       1,127  

 

(1)

The data presented for the prior period have been revised to reflect a revision in the presentation of these items in the consolidated financial statements. For additional information see note 1c to our consolidated financial statements.

 

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(2)

Adjustments for legal settlements and loss contingencies in the second quarter of 2023 were mainly related to a provision of $200 million in connection with the U.S. DOJ criminal antitrust charges on the marketing and pricing of certain Teva USA generic products, and an update to the estimated settlement provision of $170 million related to some of the remaining opioid cases including an agreement in principle on private hospital cases. Adjustments for legal settlements and loss contingencies in the first six months of 2023 were mainly related to an update to the estimated settlement provision of $206 million related to the remaining opioid cases, the provision of $210 million relating to the U.S. DOJ criminal antitrust charges on the marketing and pricing of certain Teva USA generic products, an update to the estimated provision of $102 million related to the U.S. DOJ patient assistance program litigation, and the provision of $100 million related to the settlement of the reverse-payment antitrust litigation over certain HIV medicines.

(3)

A goodwill impairment charge of $400 million related to our Teva’s API reporting unit was recognized in the three and six months ended June 30, 2024, compared to a goodwill impairment charge of $700 million related to our International Markets reporting unit recognized in the three and six months ended June 30, 2023.

(4)

Adjustments for impairment of long-lived assets and items attributable to non-controlling interests for the six months ended June 30, 2024, primarily consisted of $644 million and $317 million, respectively, related to the classification of our business venture in Japan as held for sale.

(5)

Adjustments for contingent consideration primarily related to a change in the estimated future royalty payments to Allergan in connection with lenalidomide capsules (the generic version of Revlimid®), of $174 million and $238 million, respectively for the three and six months ended June 30, 2024, and of $64 million and $88 million, respectively for the three and six months ended June 30, 2023.

(6)

Other non-GAAP items include other exceptional items that we believe are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, primarily related to the rationalization of our plants, certain inventory write-offs, material litigation fees and other unusual events. 

(7)

Adjustments for corresponding tax effects and unusual tax items for the three months ended June 30, 2024 of $503 million, mainly related to the settlement agreement with the ITA to settle certain litigation with respect to taxes payable for the Company’s taxable years 2008 through 2020, in an amount of $495 million.

(8)

Non-GAAP tax rate is tax expenses (benefit) excluding the impact of non-GAAP tax adjustments presented above as a percentage of income (loss) before income taxes excluding the impact of non-GAAP adjustments presented above. GAAP tax rate for the three and six months ended June 30, 2024 was 256% and 81% respectively and for the three and six months ended June 30, 2023 was 2% and 3% respectively.

(9)

EPS difference and diluted non-GAAP EPS are calculated by dividing our non-GAAP net income attributable to Teva by our non-GAAP diluted weighted average number of shares.

 

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Off-Balance Sheet Arrangements

Except for securitization transactions, which are disclosed in note 10f to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023, we do not have any material off-balance sheet arrangements.

Critical Accounting Policies

For a summary of our significant accounting policies, see note 1 to our consolidated financial statements and “Critical Accounting Policies” included in our Annual Report on Form 10-K for the year ended December 31, 2023. Additionally, see note 6 to our consolidated financial statements on this Form 10-Q for disclosure regarding reporting units at risk identified during our annual goodwill impairment test.

Recently Issued Accounting Pronouncements

See note 1 to our consolidated financial statements.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has not been any material change in our assessment of market risk as set forth in Item 7A to our Annual Report on Form 10-K for the year ended December 31, 2023.

 

ITEM 4.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Teva maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in Teva’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Teva’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating these disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective.

After evaluating the effectiveness of our disclosure controls and procedures as of June 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that, due to a material weakness in internal control over financial reporting described below, as of such date, the Company’s disclosure controls and procedures were not effective.

Previously Identified Material Weakness in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As previously disclosed, in our Annual Report on Form 10-K for the year ended December 31, 2023, during the preparation of our consolidated financial statements for the year ended December 31, 2023, management identified a material weakness in our internal control over financial reporting, which continues to exist as of June 30, 2024.

We did not design and maintain effective control over the contingent consideration liability and related expenses in connection with estimated future royalty payments. This material weakness resulted in the misstatement of our “Other asset impairments, restructuring and other items,” “Net income” and “Other taxes and long-term liabilities” and related financial disclosures, and led to the revision of the Company’s consolidated financial statements for the year ended December 31, 2022, and the interim financial information for the quarterly and year-to-date periods ended June 30, 2022, September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023. Additionally, this material weakness could result in a misstatement of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

 

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Remediation Plan

Management has designed and implemented the following specific controls to address the material weakness and enhance our disclosure controls and procedures over the contingent consideration liability: (i) defined responsibilities over the end-to-end process; (ii) enhanced the formality and rigor of reconciliation procedures; and (iii) implemented additional monitoring controls through management reviews. In addition, management has conducted trainings for the related control owners.

Although the new controls have been designed and implemented, they have not been operated for a sufficient period of time for management to conclude, through testing, that these controls are operating effectively. Accordingly, the material weakness described above is not remediated as of June 30, 2024.

Changes in Internal Control over Financial Reporting

The actions described under “Remediation Plan” above are changes in our internal control over financial reporting that occurred during the three months ended June 30, 2024, that materially affected or are reasonably likely to materially affect Teva’s internal control over financial reporting.

 

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PART II — OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
We are subject to various litigation and other legal proceedings. For a discussion of these matters, see “Commitments and Contingencies” included in note 10 to our consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form
10-Q.
 
ITEM 1A.
RISK FACTORS
There are no material changes to the risk factors previously disclosed in our Annual Report on Form
10-K
for the year ended December 31, 2023.
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
There were no sales of unregistered equity securities during the three months ended June 30, 2024.
Repurchase of Shares
We did not repurchase any of our shares during the three months ended June 30, 2024 and currently cannot conduct share repurchases or pay dividends due to our accumulated deficit.
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
Not applicable.
 
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
 
ITEM 5.
OTHER INFORMATION
Director and Officer Rule
10b5-1
Trading Arrangements
During the three months ended June 30, 2024, the following officer adopted a Rule
10b5-1
trading arrangement (as such term is defined in Item 408 of Regulation
S-K).
The trading plan is intended to satisfy the affirmative defense of Rule
10b5-1(c)
under the Exchange Act.
 
Name and Title
 
Date
   
Action
   
Expiration Date
   
Max. Shares

Subject to Plan
(1)
 
,
                       
 
(1)
 
The plan includes shares to be sold solely to cover tax withholding obligations.
 
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ITEM 6.

EXHIBITS

 

10.1    Second Amendment to Senior Unsecured Sustainability-Linked Revolving Credit Agreement, dated May 3, 2024, by and among Teva Pharmaceutical Industries Limited, Teva Pharmaceuticals USA, Inc., Teva Pharmaceutical Finance Netherlands II B.V., Teva Pharmaceutical Finance Netherlands III B.V., and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024)
10.2    English summary of Tax Settlement Agreement, dated June 23, 2024, between Teva Pharmaceutical Industries Limited and the Israeli Tax Authorities *
31.1    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32    Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.INS    Inline XBRL Taxonomy Instance Document
101.SCH    Inline XBRL Taxonomy Extension Schema Document
101.CAL    Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF    Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB    Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE    Inline XBRL Taxonomy Extension Presentation Linkbase Document
104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

*

Filed herewith.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    TEVA PHARMACEUTICAL INDUSTRIES LIMITED
Date: July 31, 2024     By:  

/s/ Eli Kalif

    Name:   Eli Kalif
    Title:  

Executive Vice President,

Chief Financial Officer

(Duly Authorized Officer)

 

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