10q10k10q10k.net

What changed in TEVA PHARMACEUTICAL INDUSTRIES LTD's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of TEVA PHARMACEUTICAL INDUSTRIES LTD's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+613 added−671 removedSource: 10-K (2026-02-03) vs 10-K (2025-02-05)

Top changes in TEVA PHARMACEUTICAL INDUSTRIES LTD's 2025 10-K

613 paragraphs added · 671 removed · 494 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

150 edited+43 added−61 removed110 unchanged
Biggest changePivot to Growth Strategy In 2024, we continued to execute on the four key pillars of our “Pivot to Growth” strategy, which we announced in May 2023. • On the first pillar, delivering on our growth engines , we continued to show strong performance of our key innovative products, mainly AUSTEDO, AJOVY, and UZEDY, as well as on our late-stage pipeline of biosimilars, with the launches of SIMLANDI ® (adalimumab-ryvk) injection and the expected launch of SELARSDI TM (ustekinumab-aekn) injection, and the progress we made on our proposed biosimilars to Prolia ® , Simponi ® and Simponi Aria ® which were submitted for regulatory review in the U.S. and the EU; • On the second pillar, stepping up innovation through delivering on our late-stage innovative pipeline, we have been accelerating the development of certain key pipeline assets, including the recent positive Phase 2b results for duvakitug (anti-TL1A), and expect a number of milestones and data points for olanzapine LAI and DARI (Dual-action Asthma Rescue Inhaler, ICS/SABA) in the near future; • On the third pillar, sustaining our generic medicines powerhouse with a global commercial footprint, focused portfolio, pipeline and manufacturing footprint, we continued to optimize our generics business and build a strong pipeline of biosimilars, with several successful launches of high-value complex generics in 2024; and • Lastly, on our fourth pillar, focusing our business by optimizing our portfolio and global manufacturing footprint.
Biggest changeAs part of this strategy, in 2025, we entered the strategy’s “Accelerate Growth” phase, during which we focus on growing our innovative portfolio, aligning capital allocation to invest in activities we expect to have the highest value, and modernizing our organization and operations to drive both efficiency and cost savings: • On the first pillar, delivering on our growth engines , we continued to show strong performance of our key innovative products, AUSTEDO, AJOVY, and UZEDY, as well as on our recently launched biosimilars SELARSDI TM (ustekinumab-aekn) injection and EPYSQLI ® (eculizumab-aagh), and the progress we made on our late-stage pipeline of proposed biosimilars to Prolia ® , Xgeva ® , Eylea ® , and Simponi ® and Simponi Aria ® which were submitted for regulatory review in the U.S. and the EU; • On the second pillar, stepping up innovation through delivering on our late-stage innovative pipeline, we continued to accelerate the development of certain key pipeline assets, including with the filing of a New Drug Application (“NDA”) for olanzapine LAI in December 2025.
Most of our generic sales in the United States are made to retail drug chains, mail order distributors and wholesalers. Our innovative medicines portfolio in the United States includes our core therapeutic area of central nervous system (“CNS”), with a strong emphasis on neurodegenerative disorders, neuropsychiatry, movement disorders, migraine and multiple sclerosis (“MS”).
Most of our generic sales in the United States are made to retail drug chains, mail order distributors and wholesalers. Our innovative medicines portfolio in the United States includes our core therapeutic area of central nervous system (“CNS”), with a strong emphasis on neurodegenerative disorders, movement disorders, migraine, neuropsychiatry, and multiple sclerosis (“MS”).
In line with our Pivot to Growth strategy, we are constantly evaluating and optimizing our products portfolio, including through the sale of certain product rights in our Europe segment. International Markets Our International Markets segment includes all countries in which we operate other than those in our United States and Europe segments.
In line with our Pivot to Growth strategy, we are constantly evaluating and optimizing our products portfolio, including through the sale of certain product rights in our Europe segment. International Markets Segment Our International Markets segment includes all countries in which we operate other than those in our United States and Europe segments.
In most markets in which we operate, we use an integrated and comprehensive marketing model, offering a broad portfolio of products, including innovative medicines, generic products, biosimilars and OTC products.
In most markets in which we operate, we use an integrated and comprehensive marketing model, offering a broad portfolio of products, including generic products, innovative medicines, biosimilars and OTC products.
BENDEKA and TREANDA • BENDEKA ® (bendamustine hydrochloride) injection and TREANDA ® (bendamustine hydrochloride) injection are approved in the United States for the treatment of patients with Chronic Lymphocytic Leukemia (“CLL”) and patients with indolent B-cell Non-Hodgkin’s Lymphoma (“NHL”) that has progressed during or within six months of treatment with rituximab or a rituximab-containing regimen.
BENDEKA and TREANDA • BENDEKA (bendamustine hydrochloride) injection and TREANDA (bendamustine hydrochloride) for injection are approved in the United States for the treatment of patients with Chronic Lymphocytic Leukemia (“CLL”) and patients with indolent B-cell Non-Hodgkin’s Lymphoma (“NHL”) that has progressed during or within six months of treatment with rituximab or a rituximab-containing regimen.
Additionally, the federal Physician Payments Sunshine Act (the “Sunshine Act”), and its implementing regulations, require that certain manufacturers of drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain 23 Table of Contents exceptions) report information related to certain payments or other transfers of value made or distributed to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain non-physician practitioners (such as physician assistants and nurse practitioners), and teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, the physicians and teaching hospitals and to report annually to CMS certain ownership and investment interests held by physicians and their immediate family members.
Additionally, the federal Physician Payments Sunshine Act (the “Sunshine Act”), and its implementing regulations, require that certain manufacturers of drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program (with certain exceptions) report information related to certain payments or other transfers of value made or distributed to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain non-physician practitioners (such as physician assistants and nurse practitioners), and teaching hospitals, or to 23 Table of Contents entities or individuals at the request of, or designated on behalf of, the physicians and teaching hospitals and to report annually to CMS certain ownership and investment interests held by physicians and their immediate family members.
Additionally, we may be subject to various new national, regional and local laws and regulations, such as the NIS2 Directive, the Cyber Resilience Act, the Digital Services Act, the Data Act, the Data Governance Act, the California Climate Corporate Date Accountability Act, the California Climate-Related Financial Risk Act, the EU’s Directive No. 2464/2022 on Corporate Sustainability Reporting (“CSRD”), the European Health Data Space or the revision of the European Pharmaceutical Legislation (both not yet agreed), which could impact our business activities and processes.
Additionally, we may be subject to various new national, regional and local laws and regulations, such as the NIS2 Directive, the Cyber Resilience Act, the Digital Services Act, the Data Act, the Data Governance Act, the California Climate Corporate Date Accountability Act, the California Climate-Related Financial Risk Act, the EU’s Directive No. 2464/2022 on Corporate Sustainability Reporting (“CSRD”), the European Health Data Space or the revision of the European Pharmaceutical Legislation (not agreed yet), which could impact our business activities and processes.
We mitigate, where possible, our raw material supply risks through inventory management and alternative sourcing strategies. See also “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Macroeconomic and Geopolitical Environment.” We source a portion of our APIs from our own manufacturing facilities. Additional APIs are purchased from suppliers located in Europe, Asia and the Americas.
Where possible, we mitigate our raw material supply risks through inventory management and alternative sourcing strategies. See also “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Macroeconomic Environment.” We source a portion of our APIs from our own manufacturing facilities. Additional APIs are purchased from suppliers located in Europe, Asia and the Americas.
Our portfolio of inhalers utilizing innovative multi-dose dry powder inhaler (“MDPI”) platform includes ProAir Respiclick (albuterol sulfate) inhalation powder and AirDuo RespiClick (fluticasone propionate and salmeterol inhalation powder) in the U.S., as well as DuoResp Spiromax (budesonide and formoterol) in Europe. For information on our innovative medicines pipeline, see “—Research and Development” below.
Our portfolio of inhalers utilizing an innovative multi-dose dry powder inhaler (“MDPI”) platform includes ProAir RespiClick (albuterol sulfate) inhalation powder and AirDuo RespiClick (fluticasone propionate and salmeterol) inhalation powder in the U.S., as well as DuoResp Spiromax (budesonide and formoterol) in Europe. For information on our innovative medicines pipeline, see “—Research and Development” below.
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. We produce approximately 350 APIs for our own use and for sale to third parties in many therapeutic areas.
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. We produce approximately 350 APIs both for our own use and for sale to third parties, in many therapeutic areas.
Branded generic products are actively promoted and a sales force is necessary to create and maintain brand awareness. Other markets, such as Germany, Japan, France, Italy and Spain, are hybrid markets with elements of both approaches.
Branded generic products are actively promoted and a sales force is necessary to create and maintain brand awareness. Other markets, such as Germany, France, Italy and Spain, are hybrid markets with elements of both approaches.
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.
Additional patents relating to the use of AJOVY in the treatment of migraine have also been issued in the United States and in Europe and will expire between 2035 and 2039. Such patents are also pending in other countries.
Risks related to commercialization of our prospective biosimilars include the number of competitors, potential for steeper than anticipated price erosion, and intellectual property challenges that may impact timely commercialization.
Additional risks related to the commercialization of our prospective biosimilars include the number of competitors, potential for steeper than anticipated price erosion, and intellectual property challenges that may impact timely commercialization.
Our current R&D capabilities include solid oral dosage forms (such as tablets and capsules), inhalation, semi-solid and liquid formulations (such as ointments and creams), sterile formulations and other dosage forms, and delivery systems, such as matrix systems, special coating systems for sustained release products, orally disintegrating systems, sterile systems, such as vials, syringes, blow-fill-seal systems, long-acting release injectable, transdermal patches, oral thin film, drug device combinations and nasal delivery systems.
Our current R&D capabilities include solid oral dosage forms (such as tablets and capsules), inhalation, semi-solid and liquid formulations (such as ointments and creams), sterile formulations and other dosage forms, and delivery systems, such as matrix systems, special coating systems for sustained release products, orally disintegrating systems, sterile systems, such as vials, syringes, blow-fill-seal systems, long-acting release injectable, transdermal patches, drug device combinations and nasal delivery systems.
The FDA approved AUSTEDO XR as a one pill, once-daily treatment option in doses of 30, 36, 42, and 48 mg in May 2024 and in 18 mg in July 2024. 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.
The FDA approved AUSTEDO XR as a one pill, once-daily treatment option in doses of 30, 36, 42, and 48 mg in May 2024 and in doses of 18 mg in July 2024. 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 twice-daily AUSTEDO.
We also operate several clinics where most of our bioequivalence studies are performed as well as most of our Phase 1 studies for innovative medicines. We have more than 1,000 generic products in our pre-approved global pipeline, which includes products in all stages of the approval process: pre-submission, post-submission and after tentative approval.
We also operate several clinics where most of our bioequivalence studies are performed as well as most of our Phase 1 studies for innovative medicines. We have more than 900 generic products in our pre-approved global pipeline, which includes products in all stages of the approval process: pre-submission, post-submission and after tentative approval.
We are one of a few companies with a pan-European footprint, while most of our European competitors focus on a limited number of selected markets or business lines. Our leadership position in Europe allows us to be a reliable partner to fulfill the needs of patients, physicians, pharmacies, customers and payers.
We are among a few companies with a pan-European footprint, while most of our European competitors focus on a limited number of selected markets or business lines. Our leadership position in Europe allows us to be a reliable partner to fulfill the needs of patients, physicians, pharmacies, customers and payers.
AUSTEDO • AUSTEDO ® (deutetrabenazine) tablets are a deuterated form of a small molecule inhibitor of vesicular monoamine 2 transporter, or VMAT2, that is designed to regulate the levels of a specific neurotransmitter, dopamine, in the brain. All regulatory exclusivities for AUSTEDO are now expired. • AUSTEDO was launched in the U.S. in 2017.
AUSTEDO and AUSTEDO XR • AUSTEDO (deutetrabenazine) tablets are a deuterated form of a small molecule inhibitor of vesicular monoamine 2 transporter, or VMAT2, that is designed to regulate the levels of a specific neurotransmitter, dopamine, in the brain. All regulatory exclusivities for AUSTEDO are now expired. • AUSTEDO was launched in the U.S. in 2017.
Each market’s strategy is built upon differentiation and filling the unmet needs of that market. Our integrated sales force enables us to extract synergies across our branded generic, OTC, biosimilars and innovative medicines product offerings and across various channels (e.g., retail, institutional).
Each market’s strategy is built upon differentiation and addressing the unmet needs of that market. Our integrated sales force enables us to extract synergies across our branded generic, OTC, biosimilars and innovative medicines product offerings and across various channels (e.g., retail, institutional).
COPAXONE is indicated for the treatment of patients with relapsing forms of MS (“RMS”), including the reduction of the frequency of relapses in relapsing-remitting multiple sclerosis (“RRMS”), including in patients who have experienced a first clinical episode and have MRI features consistent with MS. 9 Table of Contents • COPAXONE is believed to have a unique mechanism of action that works with the immune system, unlike many therapies that are believed to rely on general immune suppression or cell sequestration to exert their effect.
COPAXONE is indicated for the treatment of patients with relapsing forms of MS (“RMS”), including the reduction of the frequency of relapses in relapsing-remitting multiple sclerosis (“RRMS”), in patients who have experienced a first clinical episode and have MRI features consistent with MS. • COPAXONE is believed to have a unique mechanism of action that works with the immune system, unlike many therapies that are believed to rely on general immune suppression or cell sequestration to exert their effect.
The Federal Food, Drug, and Cosmetic Act (“FCDA”), the Controlled Substances Act (“CSA”) and other federal and state statutes and regulations govern or influence the development, manufacture, testing, safety, efficacy, labeling, approval, storage, distribution, recordkeeping, advertising, promotion, sale, import and export of our products.
The Federal Food, Drug, and Cosmetic Act (“FDCA”), the Controlled Substances Act (“CSA”) and other federal and state statutes and regulations govern or influence the development, manufacture, testing, safety, efficacy, labeling, approval, storage, distribution, recordkeeping, advertising, promotion, sale, import and export of our products.
For example, our organizations in many countries introduced or expanded employee assistance programs to cover psychological support and counseling for employees and their families. In addition, in the U.S., we launched a preventative medicine application.
For example, our organizations in many countries introduced or expanded employee assistance programs to cover psychological support and counseling for employees and their families. In addition, in the U.S., we leverage a preventative medicine application.
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 consideration, Eagle agreed to assume a portion of BENDEKA-related patent litigation expenses. • There are 20 patents listed in the U.S. Orange Book for BENDEKA with expiration dates in 2026 and 2031.
During 2022, we continued to register products in the European Union, primarily using the decentralized procedure (simultaneous submission of applications to chosen member states). We continue to use, on occasion, the mutual recognition and centralized procedures.
During 2025, we continued to register products in the European Union, primarily using the decentralized procedure (simultaneous submission of applications to chosen member states). We continue to use, on occasion, the mutual recognition and centralized procedures.
We offer a broad range of 5 Table of Contents basic chemical entities, as well as specialized product families, such as sterile products, hormones, high-potency drugs and cytotoxic substances, in both parenteral and solid dosage forms. We also offer generic products with medical devices and combination products. Our generics business has a wide-reaching commercial presence.
We offer a broad range of basic chemical entities, as well as specialized product families, such as sterile products, hormones, high-potency drugs and cytotoxic substances, in both parenteral and solid dosage forms. We also offer generic products with medical devices and combination products. Our generics business has a wide-reaching commercial presence.
We offer variable pay in the form of bonuses and stock-based compensation for eligible employees and have one global annual bonus plan. In 2024, we continued to focus on employee wellbeing.
We offer variable pay in the form of bonuses and stock-based compensation for eligible employees and have one global annual bonus plan. In 2025, we continued to focus on employee wellbeing.
In addition, they feel they are able to be themselves at work, they are treated fairly regardless of personal background or characteristics, and that Teva promotes a culture of diversity and inclusiveness. Management reviews the survey results closely to determine areas for improvement and creates action plans to address any gaps.
In addition, they reported feeling they are able to be themselves at work, they are treated fairly regardless of personal background or characteristics, and that Teva promotes a culture of diversity and inclusiveness. Management reviews the survey results closely to determine areas for improvement and creates action plans to address any gaps.
In these so-called “pure generic” markets, physicians and patients have little control over the choice of generic manufacturer, and consequently generic medicines are not actively marketed or promoted to physicians or consumers. Instead, the relationship between the manufacturer and pharmacy chains, distributors, health funds and other health insurers is critical.
In these so-called “pure generic” markets, physicians and patients have little control over the choice of generic manufacturer, and consequently generic medicines are not actively marketed or promoted to physicians or consumers. Instead, the relationship between the manufacturer and 6 Table of Contents pharmacy chains, distributors, health funds and other health insurers is critical.
In the United Kingdom, while the United Kingdom’s Medicines and Healthcare Products Regulatory Agency (“MHRA”) handles the approval process and regulatory compliance requirements for products supplied to United Kingdom patients, the MHRA’s regulatory process still generally follows those of the EMA.
The United Kingdom’s Medicines and Healthcare Products Regulatory Agency (“MHRA”) handles the approval process and regulatory compliance requirements for products supplied to United Kingdom patients, the MHRA’s regulatory process still generally follows those of the EMA.
We launched BENDEKA in the United States in January 2016. It is a liquid, low-volume (50 mL) and short-time 10-minute infusion formulation of bendamustine hydrochloride that we licensed from Eagle. • BENDEKA faces direct competition from Belrapzo ® (a ready-to-dilute bendamustine hydrochloride product from Eagle) and from Vivimusta ® .
We launched BENDEKA in the United States in January 2016. It is a liquid, low-volume (50 mL) and short-time (10-minute) infusion formulation of bendamustine hydrochloride that we licensed from Eagle. • BENDEKA faces direct competition from Belrapzo ® (a ready-to-dilute bendamustine hydrochloride product from Eagle) and from Vivimusta ® (a bendamustine hydrochloride injection from Azurity Pharmaceuticals).
Our position in the generics market has been supported by our global R&D function, as well as our API R&D and manufacturing activities, which provide vertical integration for our products.
Our position in the generics market has been supported by our global R&D function, as well as our API R&D and manufacturing activities, which provide vertical integration for many of our products.
Failure to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement action, such as civil penalties, refusal to renew necessary registrations or the initiation of proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.
Failure to maintain compliance with applicable requirements, particularly as manifested in the loss or diversion of controlled substances, can result in enforcement actions, civil penalties, refusal to renew necessary registrations or the initiation of proceedings to revoke those registrations. In certain circumstances, violations could lead to criminal prosecution.
Generally, for generic drugs marketed under ANDAs, 22 Table of Contents manufacturers (including Teva) are required to rebate 13% of the average manufacturer price, and for products marketed under NDAs or BLAs, manufacturers are required to rebate the greater of 23.1% of the average manufacturer price or the difference between such price and the commercial best price during a specified period.
Generally, for generic drugs marketed under ANDAs, manufacturers (including Teva) are required to rebate 13% of the average manufacturer price, and for products marketed under NDAs or BLAs, manufacturers are required to rebate the greater of 23.1% of the average manufacturer price or the difference between such price and the commercial best price during a specified period.
These capabilities provide us with the means to respond on a global scale to a wide range of therapeutic and commercial requirements of patients, customers and healthcare providers. Pharmaceutical Production We operate 34 finished dosage and packaging pharmaceutical plants in 27 countries. These plants manufacture solid dosage forms, sterile injectables, liquids, semi-solids, inhalers, transdermal patches and other medicinal products.
These capabilities provide us with the means to respond on a global scale to a wide range of therapeutic and commercial requirements of patients, customers and healthcare providers. Pharmaceutical Production We operate 33 finished dosage and packaging pharmaceutical plants in 21 countries. These plants manufacture solid dosage forms, sterile injectables, liquids, semi-solids, inhalers, transdermal patches and other medicinal products.
Today, many other countries outside the EU are also implementing their own personal data transfer framework, and as such we continue to monitor global developments to address requirements regarding international data transfers. On August 1, 2024, the EU Artificial Intelligence Act Regulation (EU) 2024/1689 came into force, which regulates companies’ use of artificial intelligence systems.
Today, many other countries outside the EU are also implementing their own personal data transfer framework, and as such we continue to monitor global developments to address requirements regarding international data transfers. On August 1, 2024, the EU Artificial Intelligence Act Regulation (EU) 2024/1689 came into force, which regulates companies’ use of artificial intelligence systems and general purpose AI models.
Our other activities are not included in our United States, Europe and International Markets segments described above. 11 Table of Contents Research and Development Our R&D activities span the breadth of our business, including innovative medicines, generic medicines (finished goods and API), biosimilars and OTC medicines.
Our other activities are not included in our United States, Europe and International Markets segments described above. Research and Development Our R&D activities span the breadth of our business, including innovative medicines, generic medicines (finished goods and API), biosimilars and OTC medicines.
We have built specialized “Patient Support Programs” to help patients adhere to their treatments, improve patient outcomes and, in certain markets, ensure timely delivery of medicines and assist in securing reimbursement. These programs reflect the importance we place on supporting patients and ensuring better medical outcomes for them.
We have built specialized “Patient Support Programs” in many countries around the world, to help patients adhere to their treatments, improve patient outcomes and, in certain markets, ensure timely delivery of medicines and assist in securing reimbursement. These programs reflect the importance we place on supporting patients and ensuring better medical outcomes for them.
In general, these exclusivity provisions prevent 26 Table of Contents the approval and/or submission of generic drug applications to the health authorities for a fixed period of time following the first approval of the brand-name product in that country.
In general, these exclusivity provisions prevent the approval and/or submission of generic drug applications to the health authorities for a fixed period of time following the first approval of the brand-name product in that country.
There are no further patent litigations pending regarding AUSTEDO at this time. • AUSTEDO XR (deutetrabenazine) extended-release tablets was approved by the FDA on February 17, 2023 in three doses of 6, 12 and 24 mg, and became commercially available in the U.S. in May 2023.
Currently, there are no further patent litigations pending regarding AUSTEDO. • AUSTEDO XR (deutetrabenazine) extended-release tablets was approved by the FDA on February 17, 2023 in three doses of 6, 12 and 24 mg, and became commercially available in the U.S. in May 2023.
The law allows HHS to levy an excise tax and civil monetary penalties against non-compliant manufacturers or those who refuse to participate in the process. The CMS selected 10 Part D drugs for the first round in August 2024 which is expected to become effective commencing January 1, 2026.
The law allows HHS to levy an excise tax and civil monetary penalties against non-compliant manufacturers or those who refuse to participate in the process. The CMS selected 10 Part D drugs for the first round in August 2024 which became effective January 1, 2026.
We maintain a range of learning resources to support employees of all levels in developing skills and contributing to Teva’s strategy, ultimately driving business performance. Much of our employee training is in-role, amplified by global online training and locally-tailored training modules to meet different challenges, help gain new leadership and essential skills and ensure compliance with our policies.
We maintain a range of learning resources to support employees of all levels in developing skills and contributing to Teva’s strategy. Much of our employee training is in-role, amplified by global online training and locally-tailored training modules to meet different challenges, help gain new leadership and essential skills and promote compliance with our policies.
We believe that our primary competitive advantages include our commercial marketing teams, global R&D capabilities, the body of scientific evidence substantiating the safety and efficacy of our various medicines, our patient-centric solutions, physician and patient experience with our medicines and our medical capabilities, which are tailored to our product offerings, regional and local markets and the needs of our stakeholders. 16 Table of Contents Human Capital Management Our People Our employees are the heart of our Company.
We believe that our primary competitive advantages include our commercial marketing teams, global R&D capabilities and strategic collaborations, the body of scientific evidence substantiating the safety and efficacy of our various medicines, our patient-centric solutions, physician and patient experience with our medicines and our medical capabilities, which are tailored to our product offerings and markets. 16 Table of Contents Human Capital Management Section Our People Our employees are the heart of our Company.
We use these capabilities to help overcome price erosion in our generics business. When considering whether to develop a generic medicine, we take into account a number of factors, including our overall strategy, regional and local patient and customer needs, R&D and manufacturing capabilities, regulatory considerations, commercial factors and the intellectual property landscape.
We use these capabilities to mitigate the effect of price erosion on our generics business. When considering whether to develop a generic medicine, we take into account a number of factors, including regional and local patient and customer needs, our overall strategy, R&D and manufacturing capabilities, regulatory considerations, commercial factors and the intellectual property landscape.
Proposed changes have been published in 2023 and amendments are being discussed. The implementation date and transitional provisions remain unclear. 24 Table of Contents The term of certain pharmaceutical patents may be extended in the European Union by up to five years upon grant of Supplementary Protection Certificates (“SPC”).
Proposed changes have been published in 2023 and amendments are being discussed. The final amendments are expected in 2026, although the transitional provisions remain unclear. 24 Table of Contents The term of certain pharmaceutical patents may be extended in the European Union by up to five years upon grant of Supplementary Protection Certificates (“SPC”).
Finally, a number of states have established Prescription Drug Affordability Boards or similar review boards and implemented IRA-like price controls on pharmaceutical manufacturers. These proposals create new authorities for state regulatory bodies to control prices and/or limit reimbursement for certain drugs. Such efforts may expand to additional states. Other U.S.
Finally, a number of states have established Prescription Drug Affordability Boards or similar review boards and implemented IRA-like price controls on pharmaceutical manufacturers. These proposals create new authorities for state regulatory bodies to control prices and/or limit reimbursement for certain drugs. Such efforts may expand to additional states. 22 Table of Contents On May 12, 2025, the U.S.
Products marketed outside the United States that are manufactured in the United States are additionally subject to various export statutes and regulations, as well as regulation by the country in which the products are to be sold.
Products marketed 20 Table of Contents outside the United States that are manufactured in the United States are additionally subject to various export statutes and regulations, as well as regulation by the country in which the products are to be sold.
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 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.
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. In 2022, we reached agreements with Lupin and Aurobindo, respectively, to sell their generic products beginning in April 2033, or earlier under certain circumstances. On March 9, 2022, the U.S.
Quality We are committed to complying with global quality requirements and guidance by developing and manufacturing our products in accordance with Current Good Clinical Practices (CGCP), Current Good Laboratory Practices (CGLP), and Current Good Manufacturing Practices (CGMP), thereby leveraging quality as a competitive advantage.
Quality We are committed to complying with global quality and safety requirements and guidance by developing and manufacturing our products in accordance with Current Good Clinical Practices (cGCP), Current Good Laboratory Practices (cGLP), and Current Good Manufacturing Practices (cGMP), thereby seeking to leverage safety, effectiveness and quality as a competitive advantage.
District Court for the District of Columbia, alleging that CMS’s implementation of the Drug Price Negotiation Program portion of the IRA is arbitrary and contrary to the plain meaning of the statute, in violation of the Administrative Procedure Act (“APA”), and is therefore unconstitutional.
District Court for the District of Columbia, alleging that CMS’s implementation of the Drug Price Negotiation Program portion of the IRA is arbitrary and contrary to the plain meaning of the statute, in violation of the Administrative Procedure Act (“APA”), and is therefore unconstitutional. On November 20, 2025, the U.S.
All of our R&D activities are concentrated under one global group with overall responsibility for innovative medicines, generic medicines and biosimilars, enabling better focus and efficiency. Our innovative R&D product pipeline is focused on biologic and small molecule products.
Our R&D activities are concentrated under one global R&D group with overall responsibility for innovative medicines, generic medicines and biosimilars, with a focus on enabling efficiency across our global operations. Our innovative R&D product pipeline is focused on biologic and small molecule products.
Market exclusivity provisions are distinct from patent protections and apply equally to patented and non-patented drug products. Another provision of the Hatch-Waxman Act extends certain patents for up to five years as compensation for the reduction of effective life of the patent which resulted from time spent in clinical trials and the FDA review process.
Market exclusivity provisions are distinct from patent protections and apply equally to patented and non-patented drug products. Another provision of the Hatch-Waxman Act extends certain patents for up to five years due to the time spent in clinical trials and the FDA review process.
Operations We operate our business globally and believe that our global infrastructure provides us with the following capabilities and advantages: • global R&D facilities that enable us to have a broad global generic pipeline and product line, as well as a focused pipeline of innovative medicines; • API manufacturing capabilities that offer a stable, high-quality supply of key APIs, vertically integrated with our pharmaceutical operations, which we intend to divest as mentioned above; • pharmaceutical manufacturing facilities approved by the FDA, EMA and other regulatory authorities located around the world, which offer a broad range of production technologies and the ability to concentrate production in order to achieve high quality and economies of scale; and • high-volume, technologically advanced distribution facilities for solid dosage forms, injectable and blow-fill-seal, which are available mainly in North America, Europe, Latin America, India and Israel, 13 Table of Contents and which allow us to deliver new products to our customers quickly and efficiently, providing a cost-effective, safe and reliable supply.
Our proposed biosimilars to Simponi ® , Simponi Aria ® (golimumab), and Eylea ® (aflibercept), which are in collaboration with Alvotech, were submitted for regulatory review in the U.S. 13 Table of Contents Operations We operate our business globally and believe that our global infrastructure provides us with the following capabilities and advantages: • global R&D facilities that enable us to have a focused pipeline of innovative medicines as well as a broad global generic pipeline and product line; • API manufacturing capabilities that offer a stable, high-quality supply of key APIs, vertically integrated with our pharmaceutical operations, which we intend to divest as mentioned above; • pharmaceutical manufacturing facilities approved by the FDA, EMA and other regulatory authorities located around the world, which offer a broad range of production technologies and the ability to concentrate production in order to achieve high quality and economies of scale; and • high-volume, technologically advanced distribution facilities around the world for solid dosage forms, injectable and blow-fill-seal, and which allow us to deliver new products to our customers quickly and efficiently, providing a cost-effective, safe and reliable supply.
Our innovative medicines business may continue to be affected by price reforms and changes in the political landscape.
Our innovative medicines business may continue to be affected by price reforms and changes in the political landscape. See “Regulation” section below.
These may include changes to the level of scrutiny applied by HRSA to enforce any perceived 340B program noncompliance or impose restrictions on manufacturers as to how manufacturers administer their 340B pricing, and what requirements manufacturers can impose on 340B covered entities.
Ongoing and future 340B policy changes may create additional uncertainty for Teva. These may include changes to the level of scrutiny applied by HRSA to enforce any perceived 340B program noncompliance or impose restrictions on manufacturers as to how manufacturers administer their 340B pricing, and what requirements manufacturers can impose on 340B covered entities.
Our leading products in Europe are AJOVY and COPAXONE. AJOVY was granted EU marketing authorization in 2019 and, as of December 31, 2024, we have launched AJOVY in most European countries. COPAXONE continues to be among the primary products for the treatment of MS, although alternative therapies and competing glatiramer acetate products have been introduced to various markets in Europe.
AJOVY was granted EU marketing authorization in 2019 and, as of December 31, 2025, we have launched AJOVY in most European countries. COPAXONE continues to be among the major products for the treatment of MS, although alternative therapies to glatiramer acetate products have been introduced to various European markets.
Employee Career Growth, Training and Development We invest in employee career growth and development at Teva. Our talent development programs benefit employees individually by providing them with the resources they need to enhance their professional and management abilities, develop leadership skills and achieve their career aspirations, which in turn helps us to remain competitive in our industry.
Our talent development programs are aimed to benefit employees individually by providing them with the resources they need to enhance their professional and management abilities, develop leadership skills and achieve their career aspirations, which in turn helps us to remain competitive in our industry.
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. 2 Table of Contents Our Business Segments We operate our business through three segments: United States (previously referred to as the North America segment), Europe and International Markets.
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, Europe and International Markets.
UZEDY • 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 • 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 that controls the steady release of risperidone. • UZEDY is protected by six Orange Book patents expiring between 2027 and 2042.
COPAXONE provides a proven mix of efficacy, safety and tolerability. • In certain European countries, Teva remains in litigation against generic companies regarding COPAXONE. • The market for MS treatments continues to develop, particularly with the approval of generic versions of COPAXONE.
COPAXONE provides a proven mix of efficacy, safety and tolerability. • In certain European countries, Teva remains in litigation against generic companies regarding COPAXONE. • The market for MS treatments continues to develop, particularly with the approval of alternative therapies and generic versions of COPAXONE. Oral branded and generic treatments for MS, continue to present significant and increasing competition.
In 2024, we produced approximately 72 billion tablets and capsules, and approximately 547 million sterile units. The manufacturing sites located in North America, Europe, Latin America, India and Israel make up the majority of our production capacity. We use several external contract manufacturers to achieve operational and cost benefits.
In 2025, we produced approximately 66 billion tablets and capsules, and approximately 600 million sterile units. The vast majority of our production capacity of our manufacturing sites is located in North America, Europe, Latin America, India and Israel. We use several external contract manufacturers to achieve operational and cost benefits.
(2) In collaboration with Modag. (3) In collaboration with Launch Therapeutics.
(2) In collaboration with Launch Therapeutics. (3) In collaboration with Sanofi.
We have implemented a supplier audit program to ensure that our suppliers meet our high standards and are able to fulfill the requirements of our global operations. We currently have 13 API production facilities, producing approximately 350 APIs in various therapeutic areas. Our API intellectual property portfolio includes hundreds of granted patents and pending applications.
We have in place a supplier audit program to provide assurance that our suppliers meet regulatory expectations and are able to fulfill the requirements of our global operations. 14 Table of Contents We currently have 13 API production facilities, producing approximately 350 APIs in various therapeutic areas. Our API intellectual property portfolio includes hundreds of granted patents and pending applications.
This application fuses AI technology with medical protocols and expertise to provide employees with health check-ups adapted to their age, health plan, location, risk factors and personal history. 19 Table of Contents Employee Engagement and Satisfaction We have been monitoring employee morale during this time in many ways, including by conducting our annual employee survey.
This application fuses AI technology with medical protocols and expertise to provide employees with health check-ups adapted to their age, health plan, location, risk factors and personal history. Employee Engagement and Satisfaction We have been monitoring employee morale in many ways, including by conducting our annual employee survey. In 2025, we achieved an 83% response rate.
The U.S. market is the most significant market in our innovative medicines business. In Europe and International Markets, we leverage existing synergies between our innovative medicines business and our generics and OTC businesses. Our innovative medicines presence in International Markets is mainly built on our CNS, respiratory and oncology medicines.
The U.S. market is the most significant market in our innovative medicines business. In Europe and International Markets, we leverage existing synergies between our innovative medicines business and our generics and OTC businesses.
Biosimilarity to an approved 21 Table of Contents reference product requires, among other things, that there are no differences in route of administration, dosage, form and strength and conditions of use. The FDA may also separately determine whether biosimilar products are interchangeable with their reference products.
Biosimilarity to an approved reference product requires, among other things, that there are no differences in route of administration, dosage, form and strength and conditions of use. The FDA may also separately determine whether biosimilar products are interchangeable with their reference products. To be interchangeable, a biosimilar product must have the same clinical result as the reference product.
Our OTC portfolio in Europe includes global brands such as SUDOCREM ® as well as local and regional brands such as NasenDuo ® , DICLOX FORTE ® , OLFEN ® Max and FLEGAMINA ® . Our innovative medicines portfolio in Europe focuses on three main areas: CNS (including migraine), respiratory and oncology.
Our OTC portfolio in Europe includes global brands such as SUDOCREM ® as well as local and regional brands such as NasenDuo ® , DICLOX FORTE ® , OLFEN ® Max and FLEGAMINA ® . Our innovative medicines portfolio in Europe focuses on CNS (including migraine) and respiratory therapeutic areas. Our leading products in Europe are AJOVY and COPAXONE.
Anda is able to compete in the distribution market by maintaining a broad portfolio of products, competitive pricing and delivery throughout the United States. 3 Table of Contents Europe Our Europe segment includes the European Union, the United Kingdom and certain other European countries. We are one of the leading generic pharmaceutical companies in Europe.
Anda is able to compete in the distribution market by maintaining a broad portfolio of products, competitive pricing and delivery throughout the United States. Europe Segment Our Europe segment includes the European Union, the United Kingdom and certain other European countries. Our generics business (including OTC and biosimilars) makes us one of the leading pharmaceutical companies in Europe.
Innovative Medicines Pipeline Below is a description of key products in our innovative medicines pipeline as of January 28, 2025: Phase 2 Phase 3 Neuroscience Olanzapine LAI (TEV-‘749) Schizophrenia (September 2022) Immunology Duvakitug (anti-TL1A) (TEV-’574) (1) Inflammatory Bowel Disease Dual Action Rescue Inhaler (DARI) (ICS/SABA; TEV-’248) (3) Asthma (February 2023) Emrusolmin (2) (TEV-‘286) Multiple System Atropy (1) In collaboration with Sanofi.
Innovative Medicines Pipeline Below is a description of key products in our innovative medicines pipeline as of January 26, 2026: Phase 2 Phase 3 Submitted for Regulatory Review Neuroscience olanzapine LAI (TEV-‘749) Schizophrenia (December 2025) Immunology Anti-IL-15 (TEV-’408) Celiac disease Dual Action Rescue Inhaler (DARI) (ICS/SABA; TEV-’248) (2) Asthma (February 2023) emrusolmin (1) (TEV-‘286) Multiple System Atrophy duvakitug (anti-TL1A) (3) (TEV-’574) Inflammatory Bowel Disease (October 2025) (1) In collaboration with Modag.
In line with our Pivot to Growth strategy, we have been optimizing our global generics portfolio through product discontinuation and cost-structure improvements, focusing on pipeline optimization and high-value generics, including complex generics.
In recent years, including as part of our Pivot to Growth strategy, we have been optimizing our global generics portfolio through product discontinuation and cost-structure improvements, sale of certain product rights, to continue focusing on pipeline optimization and high-value generics, including complex generics.
We also provide an extensive catalog of lessons from an online learning platform. For Teva managers, we refreshed our development programs to develop the skills, capabilities and mindset required of managers, taking into account our Pivot to Growth strategy.
Our Teva Grow program for employees provides development in essential soft skills, success in a global setting and company knowledge. We also provide an extensive catalog of lessons from an online learning platform. For Teva managers, we refreshed our development programs to develop the skills, capabilities and mindset required of managers, taking into account our Pivot to Growth strategy.
An additional rebate for products marketed under ANDAs, NDAs or BLAs is payable if the average manufacturer price increases at a rate higher than inflation and other methodologies apply to new formulations of existing drugs.
An additional rebate for products marketed under ANDAs, NDAs or BLAs is payable if the average manufacturer price increases at a rate higher than inflation and other methodologies apply to new formulations of existing drugs. The Health Resources and Services Administration (“HRSA”) administers the Public Health Service’s 340B drug pricing program (the “340B program”).
We are one of the leading generic pharmaceutical companies in the United States. We market approximately 500 generic prescription products in more than 1,400 dosage strengths, packaging sizes and forms, including oral solid dosage forms, injectable products, inhaled products, liquids, transdermal patches, ointments and creams.
Below is an overview of our three business segments: United States Segment We are one of the leading generic pharmaceutical companies in the United States. We market more than 350 generic prescription products in more than 1,100 dosage strengths, packaging sizes and forms, including oral solid dosage forms, injectable products, inhaled products, liquids, transdermal patches, ointments and creams.
Price competition from additional generic versions of the same product typically results in margin pressures, which is causing some generics companies to increase focus on portfolio efficiency. The European market continues to be even more competitive, especially in terms of pricing, higher quality standards, customer service and portfolio relevance.
Price competition from additional generic versions of the same product typically results in margin pressures. The European market continues to be competitive, especially in terms of pricing, quality standards, customer service and portfolio relevance.
We have also developed many brand names and own many trademarks covering our products. We consider the overall protection of our intellectual property rights to be of material value and act to protect these rights from infringement. We license or assign certain intellectual property rights to third parties in connection with certain business transactions.
We own or license numerous patents covering our products in the United States and other countries. We have also developed many brand names and own many trademarks covering our products. We consider the overall protection of our intellectual property rights to be of material value and act to protect these rights from infringement.
We seek to ensure that quality is embedded in our corporate culture through employee training and is reflected in all our daily operations, ensuring the delivery of reliable and high-quality products. 15 Table of Contents Competition Sales of generic medicines have benefitted from increasing awareness and acceptance on the part of healthcare insurers and institutions, consumers, physicians and pharmacists around the world.
Our Quality Management System (QMS) makes quality a priority, and we seek to ensure that quality is embedded in our corporate culture through employee training and is reflected in our daily operations. Competition Sales of generic medicines have benefited from increasing awareness and acceptance on the part of healthcare insurers and institutions, consumers, physicians and pharmacists around the world.
These fees are used by the FDA to support the product review process at the agency. Various fees must be paid by these manufacturers at different times, such as annually and with the submission of different types of applications.
Various fees must be paid by these manufacturers at different times, such as annually and with the submission of different types of applications.
Although certain regulatory and technical challenges remain, we continue to have processes and contingencies in place to minimize their impact, and to maintain our ability to supply medicines to patients in the United Kingdom, and to supply medicines made in the United Kingdom to other markets. 25 Table of Contents Medical Devices Although not subject to FDA regulation as standalone medical devices, certain of our products are regulated as medical devices in the European Union.
We continue to have processes in place in the United Kingdom that are separate from the EMA, which maintain our ability to supply medicines to patients in the United Kingdom and to supply medicines made in the United Kingdom to other markets. 25 Table of Contents Medical Devices Although not subject to FDA regulation as standalone medical devices, certain of our products are regulated as medical devices in the European Union under the European Union Medical Device Regulation (“EU MDR”).
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. 12 Table of Contents In line with our Pivot to Growth strategy, and our focus on internal growth that leverages our R&D capabilities, we have entered into, and expect to pursue, in-licensing, acquisition, collaboration, funding and other partnership opportunities to supplement and expand our existing innovative medicines and biosimilar pipeline (e.g., the transactions with mAbxience, Launch Therapeutics, Alvotech, Modag, Sanofi, Royalty Pharma and Biolojic).
In line with our Pivot to Growth strategy, and our focus on internal growth that leverages our R&D capabilities, we have entered into, and expect to pursue, in-licensing, acquisition, collaboration, funding and other strategic opportunities to supplement and expand our existing innovative medicines and biosimilar pipeline (e.g., the transactions with mAbxience, Launch Therapeutics, Alvotech, Modag, Sanofi, Royalty Pharma and Biolojic).
Our Product Portfolio and Business Offering Our product and service portfolio includes generic medicines, biosimilar medicines, innovative medicines, OTC products, a distribution business, API and contract manufacturing. Each region manages the entire range of products and services offered in its area, and our generics, biosimilars, OTC and innovative franchise units optimize our pipeline and product lifecycle across therapeutic areas.
Each region manages the entire range of products and services offered in its area, and our generics, innovative, biosimilars and OTC franchise units optimize our pipeline and product lifecycle across therapeutic areas.
We believe this capability provides an important competitive advantage in the innovative medicines business. 7 Table of Contents Below is a description of our key innovative medicines: CNS (including Movement Disorders and Migraine) Our CNS portfolio includes AUSTEDO for the treatment of tardive dyskinesia and chorea associated with Huntington’s disease, AJOVY for the preventive treatment of migraine, UZEDY for the treatment of schizophrenia, and COPAXONE for the treatment of relapsing forms of MS.
Below is a description of our key innovative medicines: CNS (including Movement Disorders and Migraine) Our CNS portfolio includes AUSTEDO for the treatment of tardive dyskinesia and chorea associated with Huntington’s disease, AJOVY for the preventive treatment of migraine, UZEDY for the treatment of schizophrenia and bipolar 1 disorder, and COPAXONE for the treatment of relapsing forms of MS.

… 174 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

164 edited+31 added−44 removed173 unchanged
Biggest changeOur innovative medicines are or may become subject to competition from generic equivalents because our patent protection expired or may expire soon. In addition, we may not be successful in our efforts to obtain additional patent protection for our innovative medicines through the development and commercialization of proprietary product improvements and new and enhanced dosage forms.
Biggest changeIn addition, we may from time to time seek to obtain additional patent protection for our innovative medicines covering proprietary product improvements and/or new and enhanced dosage forms, but there are no guarantees those efforts will succeed. Our success depends on our ability to develop and commercialize additional pharmaceutical products.
We continue to monitor these legislative developments and evaluate whether any changes to our business practices and operations are necessary in order to comply with such legislative reforms and advocate for policies that support both innovation and access to high quality medicines for patients.
We continue to monitor these legislative developments and evaluate whether any changes to our business practices and operations are necessary in order to comply with such legislative reforms and to advocate for policies that support both innovation and access to high quality medicines for patients.
As a result, any products and/or innovations that we develop may become obsolete or noncompetitive before we can recover the expenses incurred in connection with their development. In addition, we must demonstrate the benefits of our products relative to competing products that are often more familiar or otherwise better established to physicians, patients and third-party payers.
As a result, any products and/or innovations that we develop may become obsolete or noncompetitive before we can recover the expenses incurred in connection with their development. In addition, we must demonstrate the benefits of our products relative to competing products that are often more familiar or otherwise better established with physicians, patients and third-party payers.
As we have substantial international operations, fluctuations in exchange rates between the currencies in which we operate and the U.S. dollar could increase our operating costs and 35 Table of Contents adversely affect our results of operations, profits and cash flows.
As we have substantial international operations, fluctuations in exchange rates between the currencies in which we operate 35 Table of Contents and the U.S. dollar could increase our operating costs and adversely affect our results of operations, profits and cash flows.
Due to the complexity of our supply chain, we have experienced supply discontinuities due to macroeconomic issues, regulatory actions, including sanctions and trade restrictions, labor disturbances and approval delays, which impacted our ability to timely meet demand in certain instances. These adverse market forces have a direct impact on our overall performance.
Due to the complexity of our supply chain, we have experienced supply discontinuities due to macroeconomic issues, regulatory actions, including sanctions and trade restrictions, labor disturbances and approval delays, which have impacted our ability to timely meet demand in certain instances. These adverse market forces have a direct impact on our overall performance.
Relying on such transactions as sources of new innovative medicines, biosimilar and other products, or as a means of growth, involves risks that could adversely affect our future revenues and operating results. We may not be successful in seeking or consummating appropriate opportunities to enable us to execute our business strategy.
Relying on such transactions as sources of new innovative medicines, biosimilar and other products, or as a means of growth, involves risks that could adversely affect our future revenues and operating results. We may not be successful in seeking or consummating appropriate opportunities to enable us to execute on our business strategy.
In most of the countries and regions where we operate, including the United States, Western Europe, Israel, Russia, Japan, certain countries in Central and Eastern Europe and several countries in Latin America, pharmaceutical prices are subject to new government policies designed to reduce healthcare costs, and may be subject to additional regulatory efforts, funding restrictions, legislative proposals, policy interpretations, investigations and legal proceedings regarding pricing practices.
In most of the countries and regions where we operate, including the United States, Western Europe, Israel, Russia, certain countries in Central and Eastern Europe and several countries in Latin America, pharmaceutical prices are subject to new government policies designed to reduce healthcare costs, and may be subject to additional regulatory efforts, funding restrictions, legislative proposals, policy interpretations, investigations and legal proceedings regarding pricing practices.
Private third-party payers, such as health plans, increasingly challenge pharmaceutical product pricing, which could result in lower prices, lower reimbursement rates and a reduction in demand for our products. Under federal law, companies participating in the Medicaid Drug Rebate program must also participate in the Public Health Service’s 340B drug pricing program. See “Item 1—Business—Regulation” for more information.
Private third-party payers, such as health plans, increasingly challenge pharmaceutical product pricing, which could result in lower prices, lower reimbursement rates and a reduction in demand for our products. Under federal law, companies participating in the Medicaid Drug Rebate program must also participate in the Public Health Service’s 340B drug pricing program. See “Item 1—Business—Regulation” above for more information.
We have entered into, and expect to pursue, in-licensing, acquisition, collaboration, funding and partnership opportunities to supplement and expand our existing innovative medicines and biosimilar pipeline, such as our collaborations with Alvotech, Modag, Sanofi, Royalty Pharma, Biolojic, Launch Therapeutics and mAbxience.
We have entered into, and expect to pursue, in-licensing, acquisition, collaboration, funding and partnership opportunities to supplement and expand our existing innovative medicines and biosimilar pipeline, such as our collaborations with Alvotech, Medincell, Modag, Sanofi, Royalty Pharma, Biolojic, Launch Therapeutics and mAbxience.
Any of these events could disrupt our business and have a material adverse effect on our revenues, profitability and financial condition. Governmental and civil proceedings and litigation which we are, or in the future become, party to may have an adverse impact on our business.
Any of these events could disrupt our business and have a material adverse effect on our revenues, profitability and financial condition. Governmental, regulatory and civil proceedings and litigation which we are, or in the future become, party to may have an adverse impact on our business.
In addition, because regulatory approval to manufacture a drug is site-specific, the delay and cost of remedial actions or obtaining approval to manufacture at a specific facility could have a material adverse effect on our business, financial condition and results of operations.
In addition, because regulatory approval to develop or manufacture a drug is site-specific, the delay and cost of remedial actions or obtaining approval to develop or manufacture at a specific facility could have a material adverse effect on our business, financial condition and results of operations.
Developing and commercializing additional pharmaceutical products is also subject to difficulties relating to the availability, on commercially reasonable terms, of raw materials, including API and other key ingredients; preclusion from commercialization by the proprietary rights of others; the costs of manufacture and commercialization; costly legal actions brought by our competitors that may delay or prevent development or commercialization of a new product; and delays and costs associated with the approval process of the FDA and other U.S. and international regulatory agencies.
Developing and commercializing additional pharmaceutical products is also subject to difficulties relating to the availability, on commercially reasonable terms, of raw materials, including API and other key ingredients; preclusion from commercialization by the proprietary rights of others; the costs of manufacturing and commercialization; costly legal actions brought by our competitors that may delay or prevent the development or commercialization of a new product; and delays and costs associated with the approval process of the FDA and other U.S. and international regulatory agencies.
If any regulatory body were to require one or more of our significant manufacturing facilities to cease or limit production, or to halt the approval of new or pending regulatory applications, our business and reputation could be adversely affected.
If any regulatory body were to require one or more of our significant facilities to cease or limit production, or to halt the approval of new or pending regulatory applications, our business and reputation could be adversely affected.
It may also be difficult to effect service of process on these persons in the United States, Europe or elsewhere. 53 Table of Contents 0000818686 ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
It may also be difficult to effect service of process on these persons in the United States, Europe or elsewhere. 53 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Additionally, the enactment of the IRA represents the most significant pharmaceutical pricing reform in the United States to date and includes legislative changes that could lead to greater pricing pressures on our products, which could be material, such as amendments to (i) eliminate the “donut hole” under the Medicare Part D program beginning in 2025; (ii) modify the “noninterference” provisions of the Medicare Part D enabling statute to require the U.S.
Additionally, the enactment of the IRA represents the most significant pharmaceutical pricing reform in the United States to date and includes legislative changes that could lead to greater pricing pressures on our products, which could be material, such as amendments to (i) eliminate the “donut hole” under the Medicare Part D program which began in 2025; (ii) modify the “noninterference” provisions of the Medicare Part D enabling statute to require the U.S.
Our ability to introduce new products depends in large part upon the success of our challenges to patent rights held by third parties or our ability to develop non-infringing products.
Our ability to introduce new products depends in part upon the success of our challenges to patent rights held by third parties or our ability to develop non-infringing products.
If we sell products prior to a final court decision, and such decision is adverse to us, we could be required to cease selling the infringing products, causing us to lose future sales revenue from such products and we could face substantial liabilities for patent infringement, in the form of either payment for the innovator’s lost profits or a royalty on our sales of the infringing products.
If we sell products prior to a final court decision, and such decision is adverse to us, we could be required to cease selling the infringing products, causing us to lose future sales revenue from such products and we could face substantial liabilities for patent infringement, in the form of either payment for the patentee’s lost profits or a royalty on our sales of the infringing products.
These include import and customs laws, export controls, trade embargoes and economic sanctions, restrictions on sales to parties that are listed on (or are owned or controlled by one or more parties listed on) denied party watch lists and anti-boycott measures (collectively “Customs and Trade Controls”). Applicable Customs and Trade Controls are administered by Israel’s Ministry of Finance, the U.S.
These include import and customs laws, export controls, trade embargoes and economic sanctions, restrictions on sales to parties that are listed on (or are owned or controlled by one or more parties listed on) denied party watch lists and anti-boycott measures (collectively “Sanctions and Trade Controls”). Applicable Sanctions and Trade Controls are administered by Israel’s Ministry of Finance, the U.S.
We have been issued numerous patents covering our innovative medicines, and have filed, and expect to continue to file, patent applications seeking to protect newly developed technologies and products in various countries, including the United States. Currently pending patent applications may not result in issued patents or be approved on a timely basis or at all.
We have been issued numerous patents covering our innovative medicines, and have filed, and expect to continue to file, patent applications seeking to protect newly developed technologies and products in various countries, including the United States. Currently pending patent applications may not result in issued patents or be approved on a timely basis.
Cybersecurity attacks may become increasingly complex as they are enhanced or facilitated by the emergence of new technologies such as artificial intelligence (“AI”) that are used to identify and target new vulnerabilities in our information technology systems or those of our customers, third-party vendors and other business partners.
Cybersecurity attacks have become increasingly complex as they are enhanced or facilitated by the emergence of new technologies such as artificial intelligence (“AI”) that are used to identify and target new vulnerabilities in our information technology systems or those of our customers, third-party vendors and other business partners.
The amount of goodwill, identifiable intangible assets and property, plant and equipment on our consolidated balance sheet may increase following acquisitions or other collaboration agreements. Changes in market conditions, including further increases in discount rates, exchange rate fluctuations, or other changes in the future outlook of value may lead to further impairments in the future.
The amount of goodwill, identifiable intangible assets and property, plant and equipment on our consolidated balance sheet may increase following acquisitions or other collaboration agreements. Changes in market conditions, including further increases in discount rates, exchange rate fluctuations, or other changes may lead to further impairments in the future.
Due to the complex process and significant financial and other resources required to develop biosimilars, obstacles and delays, including budget constraints, may arise, which increase the cost of development or force us to abandon a potential product in which we may have invested substantial amounts of time and resources.
Due to the complex process and significant financial and other resources required to develop biosimilars, obstacles and delays, including budget constraints, have in the past and may in the future arise, which increase the cost of development or force us to abandon a potential product in which we may have invested substantial amounts of time and resources.
These obstacles may include preclinical failures, difficulty enrolling patients in clinical trials, delays in completing formulation and other work needed to support an application for approval, adverse reactions or other safety concerns arising during clinical testing, insufficient clinical trial data to support the safety or efficacy of the product candidate, widespread supply chain breakdowns, delays as a result of new requirements implemented by health authorities such as the U.S.
These obstacles may include preclinical failures, difficulty enrolling patients in clinical trials, delays in completing formulation and other work needed to support an application for approval, adverse reactions or other safety concerns arising during clinical testing, insufficient clinical trial data to support the safety or efficacy of the product candidate, widespread supply chain breakdowns, delays as a result of new requirements implemented by health authorities 32 Table of Contents such as the U.S.
In addition to regulatory disclosures, there are a number of ESG-related regulations requiring the implementation of certain due diligence processes and internal compliance systems in relation to a range of human rights and environmental matters with which Teva may have to comply (collectively, “Sustainability Due Diligence Laws”).
In addition to regulatory disclosures, there are a number of sustainability-related regulations requiring the implementation of certain due diligence processes and internal compliance systems in relation to a range of human rights and environmental matters with which Teva may have to comply (collectively, “Sustainability Due Diligence Laws”).
For example, as previously announced, we intend to divest our API business, which divestiture is subject to various conditions, including reaching an agreement with a prospective purchaser on terms satisfactory to Teva, satisfying any conditions to closing the divestiture and obtaining any necessary approvals.
For example, as previously announced, we intend to divest our API business, which divestiture is subject to various conditions, including identifying a prospective purchaser and reaching an agreement on terms satisfactory to Teva, satisfying any conditions to closing the divestiture and obtaining any necessary approvals.
Any data breach may subject us to civil fines and penalties, or regulatory orders, fines or sanctions such as under the EU GDPR or EU NIS2, or equivalent under relevant national laws, the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended, and other relevant state and federal privacy laws in the United States, including the California Consumer Privacy Act (“CCPA”) and other laws and regulations including across our International Markets.
Any data breach may subject us to civil fines and penalties, or regulatory orders, fines or sanctions such as under the EU GDPR or EU NIS2, or equivalent under relevant national laws, the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) as amended, and other relevant 37 Table of Contents state and federal privacy laws in the United States, including the California Consumer Privacy Act (“CCPA”) and other laws and regulations including across our International Markets.
Our ability to enforce our patents also depends on the laws of individual countries and each country’s practices regarding the enforcement of intellectual property rights and may also be impacted by regulatory actions taken by governmental authorities that affect our ability to use and maintain our intellectual property rights.
Our ability to enforce our patents also depends on the laws and practices of individual countries regarding the enforcement of intellectual property rights and may also be impacted by regulatory actions taken by governmental authorities that affect our ability to use and maintain our intellectual property rights.
We cannot predict which additional measures may be adopted or the impact of current and additional measures on the marketing, pricing and demand for our products, which could have a material adverse effect on our business, financial condition and results of operations.
We cannot predict which additional measures may be adopted or the impact of current and additional measures on the marketing, pricing and demand for our products, and any such measures could have a material adverse effect on our business, financial condition and results of operations.
Failure to comply with all applicable regulatory requirements may subject us to operating restrictions and criminal prosecution, monetary penalties and other disciplinary actions, including, sanctions, warning letters, product seizures, recalls, fines, injunctions, suspension, shutdown of production, revocation of approvals or the inability to obtain future approvals, or exclusion from future participation in government healthcare programs.
Failure to comply with all applicable regulatory requirements may subject us to operating restrictions and criminal prosecution, monetary penalties and other disciplinary actions, including but not limited to, sanctions, warning letters, product seizures, recalls, fines, injunctions, suspension, shutdown of production, revocation of approvals or the inability to obtain future approvals, or exclusion from future participation in government healthcare programs.
A substantial proportion of our sales, particularly in Latin America, Central and Eastern European countries and Asia, are recorded in local currencies, which exposes us to the direct risk of devaluations, hyperinflation or exchange rate fluctuations.
A substantial portion of our sales, particularly in Latin America, Central and Eastern European countries and Asia, are recorded in local currencies, which exposes us to the direct risk of devaluations, hyperinflation or exchange rate fluctuations.
If we are unable to complete our planned divestitures in a timely and cost-effective manner, or we do not realize the anticipated cost savings or other benefits of such transactions, our prospects and opportunities for growth may be negatively impacted. Risks related to compliance, regulation and litigation Our operations are subject to complex legal and regulatory environments.
If we are unable to complete our planned divestitures in a timely and cost-effective manner, or if we do not realize the anticipated cost savings or other benefits of such transactions, our prospects and opportunities for growth may be materially adversely impacted. Risks related to compliance, regulation and litigation Our operations are subject to complex legal and regulatory environments.
They also could impact the ability of brand manufacturers to protect their investments in the intellectual property associated with their branded specialty and innovative biologic products. Additionally, pharmaceutical pricing reforms in the United States have also been introduced through the enactment of the Inflation Reduction Act of 2022 (the “IRA”), which could lead to greater pricing pressures on our products.
They could also impact the ability of brand manufacturers to protect their investments in the intellectual property associated with their branded specialty and innovative biologic products. Additionally, pharmaceutical pricing reforms in the United States have also been introduced through the enactment of the Inflation Reduction Act of 2022 (the “IRA”), which has led to greater pricing pressures on our products.
Such unsuccessful launches can be caused by many factors, including, delays in regulatory approvals, lack of operational or clinical readiness or patent litigation. Failure or delays to execute launches of new generic products could have a material adverse effect on our business, financial condition and results of operations.
Such unsuccessful launches can be caused by many factors, including but not limited to, delays in regulatory approvals, lack of operational or clinical readiness or patent litigation. Failure or delays to execute launches of new generic products could have a material adverse effect on our business, financial condition and results of operations.
Additionally, as our manufacturing plants and equipment age, they may become more prone to failure.
Additionally, as our manufacturing plants and equipment age, they become more prone to failure.
Sanctions imposed with respect to the ongoing conflict between Russia and Ukraine have been particularly dynamic and future geopolitical conflicts involving other jurisdictions may result in further changes to the sanctions environment.
Sanctions and Trade Controls imposed with respect to the ongoing conflict between Russia and Ukraine have been particularly dynamic and future geopolitical conflicts involving other jurisdictions may result in further changes to the sanctions environment.
In recent years, there has also been an increase in the number of generic manufacturers targeting significant new generic opportunities with exclusivity under the Hatch-Waxman Act, or which are complex to develop. Many of the smaller generic manufacturers have increased their capabilities, level of sophistication and development resources in recent years.
In recent years, there has also been an increase in the number of generic manufacturers targeting significant new generic opportunities with exclusivity under the Hatch-Waxman Act, including generic products which are complex to develop. Many of the smaller or emerging generic manufacturers have increased their capabilities, level of sophistication and development resources in recent years.
Prices of generic drugs may, and often do, decline, sometimes dramatically, especially as additional generic pharmaceutical companies receive approvals and enter the market for a given product and competition intensifies.
Prices of generic products may, and often do, decline, sometimes dramatically, especially as additional generic pharmaceutical companies receive approvals and enter the market for a given product and competition intensifies.
Delays in any part of the process or our inability to obtain regulatory approval of our products could adversely affect our operating results by restricting or delaying our introduction of new products. We depend on the effectiveness of our patents, confidentiality agreements and other measures to protect our intellectual property rights.
Delays in any part of the process or our inability to obtain regulatory approval of our products could adversely affect our operating results by restricting or delaying our introduction of new products. 33 Table of Contents We depend on the effectiveness of our patents, confidentiality agreements and other measures to protect our intellectual property rights.
In June 2023, we consummated a nationwide settlement to settle claims brought by various states and political subdivisions in connection with our manufacture, marketing, sale and distribution of opioids.
In June 2023, we consummated a nationwide settlement to resolve claims brought by various states and political subdivisions in connection with our manufacture, marketing, sale and distribution of opioids.
The CSRD introduces detailed sustainability reporting obligations, requiring in-scope companies to make sustainability reports in accordance with the European Sustainability Reporting Standards (“ESRS”), which include certain mandatory disclosures and other voluntary disclosures on impacts, risks, and opportunities in relation to sustainability matters identified as material by the relevant entity.
The CSRD introduces detailed sustainability reporting obligations, requiring in-scope companies to make sustainability reports in accordance with the European Sustainability Reporting Standards (“ESRS”), which include certain mandatory disclosures and other voluntary disclosures on impacts, risks, and opportunities in relation to sustainability matters identified as material by the relevant entity under applicable rules.
For example, the time from discovery to commercial launch of an innovative medicine can be 15 years or more and involves multiple 32 Table of Contents stages, including intensive preclinical and clinical testing and highly complex, lengthy and expensive regulatory approval processes, which vary from country to country.
For example, the time from discovery to commercial launch of an innovative medicine can be 15 years or more and involves multiple stages, including intensive preclinical and clinical testing and highly complex, lengthy and expensive regulatory approval processes, which vary from country to country.
Additionally, in its June 2024 decision in Loper Bright Enterprises v. Raimondo (the “Loper decision”), the U.S. Supreme Court overturned the longstanding Chevron doctrine, under which courts were required to give deference to regulatory agencies’ reasonable interpretations of ambiguous federal statutes.
Additionally, in its June 2024 decision in Loper Bright Enterprises 43 Table of Contents v. Raimondo (the “Loper decision”), the U.S. Supreme Court overturned the longstanding Chevron doctrine, under which courts were required to give deference to regulatory agencies’ reasonable interpretations of ambiguous federal statutes.
The process of obtaining regulatory approvals to market a drug or medical device can be costly and time-consuming, and approvals might not be granted for future products, or additional indications or uses of existing products, on a timely basis, if at 41 Table of Contents all.
The process of obtaining regulatory approvals to market a drug or medical device can be costly and time-consuming, and approvals might not be granted for future products, or additional indications or uses of existing products, on a timely basis, if at all.
Certain U.S. states have implemented or are considering, pharmaceutical price controls or patient access constraints under the Medicaid program, and some jurisdictions have implemented or are considering price-control regimes that would 43 Table of Contents apply to broader segments of their populations that are not Medicaid-eligible.
Certain U.S. states have implemented or are considering pharmaceutical price controls or patient access constraints under the Medicaid program, and some jurisdictions have implemented or are considering price-control regimes that would apply to broader segments of their populations that are not Medicaid-eligible.
We are currently defendants in antitrust actions brought by U.S. states, the European Commission and private plaintiffs involving numerous settlement agreements and, since 2015, we have been subject to a consent decree with the FTC, which imposes on us certain injunctive reliefs with respect to our ability to enter into patent settlements in the United States. The U.S.
We are currently defendants in antitrust actions brought by governmental agencies and private plaintiffs involving numerous settlement agreements and, since 2015, we have been subject to a consent decree with the FTC, which imposes on us certain injunctive reliefs with respect to our ability to enter into patent settlements in the United States. The U.S.
The new laws and proposals from the federal and state governments could serve to change, directly 30 Table of Contents and indirectly, the Hatch-Waxman Act and BPCIA, including the incentives to develop generic and biosimilar products, as well as the ability of generic manufacturers to accelerate the launch of their new generic and biosimilar products.
The new laws and proposals from the federal and state governments could serve to change, directly and indirectly, the Hatch-Waxman Act and BPCIA, including the incentives to develop generic and biosimilar products, as well as the ability of generic manufacturers to accelerate the launch of their new generic and biosimilar products.
In addition, even if we do not suffer damages, we may incur significant legal and related expenses in the course of successfully defending against infringement claims. We may be susceptible to significant product liability claims that are not covered by insurance.
In addition, even if we do not owe money damages, we may incur significant legal and related expenses in the course of successfully defending against infringement claims. We may be susceptible to significant product liability claims that are not covered by insurance.
Because of the discount pricing typically 46 Table of Contents involved with generic pharmaceutical products, patented brand products generally realize a significantly higher profit margin than generic pharmaceutical products. As a result, the damages assessed may be significantly higher than our profits.
Because of the discount pricing typically involved with generic pharmaceutical products, patented brand products generally realize a significantly higher profit margin than generic pharmaceutical products. As a result, the damages assessed may be significantly higher than our profits.
Fluctuations in exchange rates between the currencies in which we operate in, and the U.S. dollar, may have a material adverse effect on our results of operations, the value of balance sheet items denominated in foreign currencies and our financial condition. In 2024, approximately 47% of our revenues were denominated in currencies other than the U.S. dollar.
Fluctuations in exchange rates between the currencies in which we operate in, and the U.S. dollar, may have a material adverse effect on our results of operations, the value of balance sheet items denominated in foreign currencies and our financial condition. In 2025, approximately 43% of our revenues were denominated in currencies other than the U.S. dollar.
It is uncertain how current and future reforms, including any new legislation enacted during the incoming U.S. administration, in these areas will influence the future of our business operations and financial condition.
It is uncertain how current and future reforms, including any new legislation enacted by the U.S. administration, in these areas will influence the future of our business operations and financial condition.
For a description of our net sales from our major customers, see note 19 to our consolidated financial statements. 29 Table of Contents Our revenues and profits from generic products may decline as a result of competition from other pharmaceutical companies and changes in regulatory policy. Our generic drugs face intense competition.
For a description of our net sales from our major customers, see note 19 to our consolidated financial statements. Our revenues and profits from generic products may decline as a result of competition from other pharmaceutical companies and changes in regulatory policy. Our generic products face intense competition.
After the introduction of a competing generic product, a significant percentage of the prescriptions previously written for the branded product are often written for the generic version.
After the introduction of a competing generic (or biosimilar) product, a significant percentage of the prescriptions previously written for the branded product are often written for the generic version.
In such audits, our interpretation of tax legislation may be challenged and tax authorities in various jurisdictions may disagree with, and subsequently challenge, the amount of profits taxed in such jurisdictions under our inter-company agreements.
In such 50 Table of Contents audits, our interpretation of tax legislation may be challenged and tax authorities in various jurisdictions may disagree with, and subsequently challenge, the amount of profits taxed in such jurisdictions under our inter-company agreements.
The rights and responsibilities of the holders of our ordinary shares are governed by our articles of association and by Israeli law. These rights and responsibilities differ in some material respects from the rights 52 Table of Contents and responsibilities of shareholders of U.S. corporations.
The rights and responsibilities of the holders of our ordinary shares are governed by our articles of association and by Israeli law. These rights and responsibilities differ in some material respects from the rights and responsibilities of shareholders of U.S. corporations.
We may also need to enter into co-promotion, contract sales force or other such arrangements with third parties, for example, where our own direct sales force is not large enough or sufficiently well-aligned to achieve maximum market penetration.
We may also need to enter into co-promotion arrangements, or use contracted sales personnel or other such arrangements with third parties, for example, where our own direct sales force is not large enough or sufficiently well-aligned to achieve maximum market penetration.
Violations of these laws and 39 Table of Contents regulations could result in fines, criminal sanctions against us, our officers or our employees, implementation of compliance programs and prohibitions on the conduct of our business.
Violations of these laws and regulations could result in fines, criminal sanctions against us, our officers or our employees, implementation of compliance programs and prohibitions on the conduct of our business.
In the ordinary course of our business, we are exposed to lawsuits, claims, proceedings and government investigations that could preclude or delay the commercialization of our products or disrupt our business operations.
In the ordinary course of our business, we are exposed to lawsuits, claims, proceedings and government investigations that could preclude or delay the commercialization of our products or disrupt our business 42 Table of Contents operations.
We have been involved in numerous litigations involving challenges to the validity or enforceability of listed patents (including our own), and therefore settling patent litigations has been and will likely continue to be an important part of our business. There is continued scrutiny of our patent settlements, including from the U.S.
We have been involved in numerous litigations involving challenges to the validity or enforceability of listed patents (including our own), and therefore settling patent litigations has been and will likely continue to be an important part of our business. There is continued scrutiny of our patent settlements, including from the U.S. Federal Trade Commission (“FTC”) and the European Commission.
As a result, we may not be able to obtain the type and amount of insurance we desire, or any insurance on reasonable terms, in the markets in which we operate. For further information see “Product Liability Litigation” in note 12b to our consolidated financial statements.
As a result, we have in the past not been, and may in the future not be, able to obtain the precise type and amount of insurance we desire, or any insurance on reasonable terms, in the markets in which we operate. For further information see “Product Liability Litigation” in note 12b to our consolidated financial statements.
Such failures could be due to changes in our business or evolving regulations in the countries in which we operate, and any such failures or perceived failures could expose us to negative impacts, including government enforcement actions or private litigation.
Such failures could be due to changes in our business or evolving regulations in the countries in which we operate or technical challenges, and any such failures or perceived failures could expose us to negative impacts, including government enforcement actions, private litigation or loss of business.
Additionally, non-compliance with such covenants, when greater than a specified threshold amount as set forth in each series of senior notes and when sustainability-linked senior notes is outstanding, could lead to an event of default under our senior notes and sustainability-linked senior notes due to cross acceleration provisions.
Additionally, non-compliance with such covenants, when greater than a 34 Table of Contents specified threshold amount as set forth in each series of senior notes and when sustainability-linked senior notes are outstanding, could lead to an event of default under our senior notes and sustainability-linked senior notes due to cross acceleration provisions.
Alleged actions by our employees, in violation of such laws, or evolving interpretations of competition law as applicable to certain practices, have exposed us, and may further expose us, to investigations and legal proceedings, which may result in significant liability for violations of competition laws, which may have a material adverse effect on our reputation, business, financial condition and results of operations.
Alleged actions by our employees, in violation of such laws, or evolving interpretations of competition law as applicable to certain practices, have exposed us, and may further expose us, to investigations and legal proceedings, which have resulted, and in the future may result, in significant liability for alleged violations of competition laws and material adverse effects on our reputation, business, financial condition and results of operations.
For example, although in 2024, the majority of the increase in revenues in our U.S. generics business were driven by higher revenues from lenalidomide capsules (the generic version of Revlimid ® ), this trend may not continue due to the intense competition expected in the coming years.
For example, although in 2024, the majority of the increase in revenues in our U.S. generics business were driven by higher revenues from lenalidomide capsules (the generic version of Revlimid ® ), this trend is not expected to continue due to the intense competition 29 Table of Contents in the coming years.
In addition, although the majority of our operating costs are recorded in, or linked to, the U.S. dollar, in 2024, we incurred a 50 Table of Contents substantial amount of operating costs in currencies other than the U.S. dollar, which only partially offset the currency risk derived from our sales in non-U.S. dollars.
In addition, although the majority of our operating costs are recorded in, or linked to, the U.S. dollar, in 2025, we incurred a substantial amount of operating costs in currencies other than the U.S. dollar, which only partially offset the currency risk derived from our sales in non-U.S. dollars.
We are a global pharmaceutical company with worldwide operations. While a substantial majority of our sales in 2024 were in the United States and Europe, and an increasing portion of our sales and operational network are located in other regions.
We are a global pharmaceutical company with worldwide operations. While a substantial majority of our sales in 2025 were in the United States and Europe a portion of our sales and operational network are located in other regions.
In addition, certain countries have put regulations in place requiring local manufacturing of goods, while foreign-made products are subject to pricing penalties or even bans from participation in public procurement auctions. We face additional risks inherent in conducting business internationally, including compliance with laws and regulations of many jurisdictions that apply to our international operations.
In addition, certain countries, such as Russia, have imposed regulations requiring local manufacturing of goods, while foreign-made products are subject to pricing penalties or even bans from participation in public procurement auctions in other countries. We face additional risks inherent in conducting business internationally, including compliance with laws and regulations of many jurisdictions that apply to our international operations.
Congressional investigations regarding both our innovative medicines and generic medicines, the European Commission’s proceedings related to COPAXONE with the recent decision by the European Commission from October 31, 2024, and litigation concerning the U.K. Competition and Markets Authority’s inquiry regarding hydrocortisone.
These include, among others, U.S. Congressional investigations regarding both our innovative medicines and generic medicines, the European Commission’s proceedings related to COPAXONE with the recent decision by the European Commission from October 31, 2024, and litigation concerning the U.K. Competition and Markets Authority’s inquiry regarding hydrocortisone.
FDA and EMA requirement on material use, and delays or failures to obtain required regulatory approvals for the product candidate or the facilities in which it is manufactured. In addition, our innovative medicines require much greater use of a direct sales force than does our generics business.
FDA and EMA requirement on material use, or any impact of a prolonged government shutdown, and delays or failures to obtain required regulatory approvals for the product candidate or the facilities in which it is manufactured. In addition, our innovative medicines require much greater use of a direct sales force than our generics business.
For example, in October 2023, California enacted legislation that will ultimately require certain companies that (i) do business in California to publicly disclose their Scopes 1, 2 and 3 greenhouse gas emissions, with third party assurance of such data, and issue public reports on their climate-related financial risk and related mitigation measures and (ii) operate in California and make certain climate-related claims to provide enhanced disclosures around the achievement of climate-related claims, including the use of voluntary carbon credits to achieve such claims.
For example, in October 2023, California enacted the Climate Corporate Data Accountability Act (“SB 253”) and Climate-Related Financial Risk Act (“SB 261”) that will require certain companies that (i) do business in California to publicly disclose their Scopes 1, 2 and 3 greenhouse gas emissions, with third party assurance of such data, and issue public reports on their climate-related financial risk and related mitigation measures and (ii) operate in California and make certain climate-related claims to provide disclosures around the achievement of climate-related claims, including the use of voluntary carbon credits to achieve such claims.
Risks related to our significant indebtedness We have significant debt outstanding, which requires significant interest and principal payments, requires compliance with certain covenants and restricts our ability to incur additional indebtedness or engage in other transactions. As of December 31, 2024, we have consolidated debt of $17,783 million outstanding, compared to $19,833 million outstanding as of December 31, 2023.
Risks related to our significant indebtedness We have significant debt outstanding, which requires significant interest and principal payments, requires compliance with certain covenants and restricts our ability to incur additional indebtedness or engage in other transactions. As of December 31, 2025, we have consolidated debt of $16,807 million outstanding, compared to $17,783 million outstanding as of December 31, 2024.
Department of Health and Human Services to set the prices of a subset of drugs and biologics with the highest annual expenditures under Medicare Parts B and D, which as of January 2025 includes AUSTEDO and AUSTEDO XR and in the future, could include other innovative products and biologics within our portfolio of products; and (iii) impose manufacturer rebates on certain single-source Part B and Part D drugs when prices rise faster that the rate of inflation.
Department of Health and Human Services to set the prices of a subset of drugs and biologics with the highest annual expenditures under Medicare Parts B and D, which included AUSTEDO and AUSTEDO XR effective as of January 1, 2027, and in the future, could include other innovative products and biologics within our portfolio of products; and (iii) impose manufacturer rebates on certain single-source Part B and Part D drugs when prices rise faster than the rate of inflation.
If our revenues derived from AUSTEDO and AUSTEDO XR do not increase as expected if we lose market share to competing therapies, it may have an adverse effect on our results of operations; • AJOVY faces strong competition from two products that were introduced into the market around the same time and are competing for market share in the same space, as well as from other emerging competing therapies, including oral CGRP products; • UZEDY is a late entrant in the atypical antipsychotic long-acting injectables (LAIs) space and faces significant competition from multiple well-established products.
If our revenues derived from AUSTEDO and AUSTEDO XR do not increase as expected and/or if we lose market share to competing therapies, our results of operations may be adversely affected; • AJOVY faces strong competition from two products that were introduced into the market around the same time and are competing for market share in the same space, as well as from other emerging competing therapies, including oral CGRP products; • UZEDY is a late entrant in the atypical antipsychotic long-acting injectables (LAIs) space and faces significant competition from multiple well-established products.
These information technology systems could be damaged or cease to function properly due to the poor performance or failure of third-party service providers, catastrophic events, power outages, network outages, failed upgrades or other similar events.
These information technology systems could be damaged or cease to function properly due to the poor performance or failure of third-party service providers, catastrophic events, 36 Table of Contents power outages, network outages, failed upgrades and other events.
We are also subject to pricing laws, including newly-enacted state laws in the United States, which impose penalties for pricing certain products above state-defined threshold, as well as competition laws, economic sanctions, export controls, import and trade laws and regulations, anti-bribery laws, privacy laws, cGMP requirements, labor laws and health and safety laws.
We are also subject to pricing laws, including newly-enacted state laws in the United States, which impose price controls such as penalties for pricing certain products above state-defined thresholds, as well as competition laws, economic sanctions, export controls, import and trade laws and regulations, healthcare fraud and abuse (including anti-bribery laws), privacy laws, cGMP requirements, labor laws and health and safety laws.
The enforcement of this law has been preliminarily enjoined on constitutional grounds, but such legislation still creates a risk of significant potential exposure for settling patent litigations and, in turn, makes it more difficult to settle in the first place, which could have a material adverse effect on our business.
The enforcement of this law has been enjoined on constitutional grounds, but the 45 Table of Contents State has appealed that injunction, and such legislation still creates a risk of significant potential exposure for settling patent litigations and, in turn, makes it more difficult to settle in the first place, which could have a material adverse effect on our business.
Certain of our leading innovative medicines face patent challenges and impending patent expirations and some have recently become susceptible to generic competition, such as TREANDA in 2022. Generic equivalents and biosimilars for branded pharmaceutical products are typically sold at lower costs than the branded products.
Certain of our innovative medicines face patent challenges and impending patent expirations and some have recently become susceptible to generic competition, such as ProAir HFA and QVAR ® . Generic equivalents and biosimilars for branded pharmaceutical products are typically sold at lower costs than the branded products.
These may include new price restrictions on products Teva sells to Medicare or 42 Table of Contents other government purchasers, or other regulatory changes impacting reimbursement or competitive dynamics in multisource markets.
These may include new price restrictions on products Teva sells to Medicaid, Medicare or other government purchasers, or other regulatory changes impacting reimbursement or competitive dynamics in multisource markets.
Although we believe we have one of the most extensive pipelines of generic products in the industry, we have in the past been unable to successfully execute a number of generic launches and may face similar challenges in the future.
We have experienced, and may continue to experience, delays in launches of our new generic products. Although we believe we have one of the most extensive pipelines of generic products in the industry, we have in the past been unable to successfully execute a number of generic launches and may face similar challenges in the future.
In the United States, several large buying groups account for the majority of generics purchases, enabling each of them with significant bargaining power. Additionally, our customers may form commercial alliances which result in heightened pricing pressure and competition in the markets in which we operate.
In the United States, several large buying groups account for the majority of generics purchases, enabling each of them with significant bargaining power. Additionally, our customers may form commercial alliances which result in heightened pricing pressure and competition in the markets in which we operate. We expect the trend of pricing pressures from our customers and price erosion to continue.
Compliance with Customs and Trade Controls has been the subject of increasing focus and activity by regulatory authorities, both in the United States and elsewhere, in recent years, and requirements under applicable Customs and Trade Controls in general, change frequently.
Compliance with Sanctions and Trade Controls has been the subject of increasing focus and activity by regulatory authorities, especially in the United States and the EU, in recent years, and requirements under applicable Sanctions and Trade Controls in general, change frequently.

… 159 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

16 edited+0 added−1 removed8 unchanged
Biggest changeOur CISO reports directly to our global Chief Information Officer (“CIO”). Our CISO has significant experience in managing cybersecurity risks at major global companies in the pharmaceutical and defense industries. Our CISO regularly meets with the CIO to provide updates on cybersecurity matters.
Biggest changeOur CISO has significant experience in managing cybersecurity risks at major global companies in the pharmaceutical and defense industries. Our CISO regularly meets with the CIO to provide updates on cybersecurity matters, and both update our executive management on a regular basis to share cybersecurity related matters and discuss strategies to proactively manage cybersecurity threats.
For more information, see “Item 1A, Risk Factors—Risks related to our general business and operations—Significant disruptions of our information technology systems could adversely affect our business” and “Item 1A, Risk Factors—Risks related to our general business and operations—A data security breach could adversely affect our business and reputation.” In the event that we experience a cybersecurity incident, we have a cybersecurity incident response playbook that sets forth the applicable processes, roles, engagements, escalations and notifications to be executed in order to promptly respond to such threats.
For more information, see “Item 1A, Risk Factors—Risks related to our general business and operations—Significant disruptions of our information technology systems could adversely affect our business” and “Item 1A, Risk Factors—Risks related to our general business and operations—A data security breach could adversely affect our business and reputation.” In the event that we experience a cybersecurity incident, we have a response playbook that sets forth the applicable processes, roles, engagements, escalations and notifications to be executed in order to promptly respond to such threats.
Such procedures and policies include: actively monitoring our information technology systems to ensure compliance with applicable legal and regulatory requirements; engaging third-party consultants and other service providers to monitor and, as appropriate, respond to cybersecurity risks; requiring our service providers and our business partners who connect directly to our information technology systems to comply with our cybersecurity standards and due diligence processes and be subject to our non-disclosure and other confidentiality agreements that include cybersecurity-related terms; providing and analyzing specialized industry sector intelligence on cybersecurity threats; regularly testing our cybersecurity systems and disaster preparedness, including our back-up information technology systems; developing and updating incident response plans to address potential cybersecurity threats; and maintaining and training our personnel on cybersecurity incident reporting procedures.
Such procedures and policies include: actively monitoring our information technology systems to oversee compliance with applicable legal and regulatory requirements; engaging third-party consultants and other service providers to monitor and, as appropriate, respond to cybersecurity risks; requiring our service providers and our business partners who connect directly to our information technology systems to comply with our cybersecurity standards and due diligence processes and be subject to our non-disclosure and other confidentiality agreements that include cybersecurity-related terms; providing and analyzing specialized industry sector intelligence on cybersecurity threats; regularly testing our cybersecurity systems and disaster preparedness, including our back-up information technology systems; developing, testing and updating incident response plans to address potential cybersecurity threats; and maintaining and training our personnel on cybersecurity incident reporting procedures.
We have not been materially impacted by risks from cybersecurity threats and as of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business. However, there can be no assurance that Teva will not be materially affected by such risks in the future.
We have not been materially impacted by risks from cybersecurity incidents and, as of the date of this Annual Report on Form 10-K, we are not aware of any cybersecurity risks that are reasonably likely to materially affect our business. However, there can be no assurance that Teva will not be materially affected by such risks in the future.
Management, including our CISO and CIO, provide updates on our cybersecurity risk management program and cybersecurity matters to the Audit Committee, and also reports to the Board of Directors as necessary.
Management, including our CISO and CIO, provide updates on our cybersecurity risk management program and cybersecurity matters to the Audit Committee, and also report to the Board of Directors as necessary.
Cyber Threats and Incident Response In the ordinary course of our business, we collect and store confidential data, including intellectual property, proprietary business information and personally identifiable information (including of our employees, customers, suppliers and business partners).
Cyber Threats and Incident Response In the ordinary course of our business, we collect and store confidential data, including intellectual property, proprietary business information and personally identifiable information (including of our employees, customers, clinical trial participants, suppliers and business partners).
Depending on its nature and scale, a cybersecurity threat may be managed within our information security office, escalated to our CISO and CIO, or escalated to our management, and Audit Committee and Board of Directors, as appropriate. In certain instances, our GSR may be initiated and will collectively manage Teva’s response to a crisis on a corporate level.
Depending on its nature and scale, a cybersecurity threat may be managed within our cybersecurity organization, escalated to our CISO and CIO, management, and Audit Committee and Board of Directors, as appropriate. In certain instances, our GSR may be initiated and will collectively manage Teva’s response to a crisis on a corporate level.
Our cybersecurity risk management program is led by our global Chief Information Security Officer (“CISO”), who is directly responsible for establishing cybersecurity strategies and structures and managing ongoing cybersecurity risk management activities through our information security office, which is responsible for the day-to-day identification, monitoring and management of cybersecurity risks.
Our cybersecurity risk management program is led by our global Chief Information Security Officer (“CISO”), who is directly responsible for establishing cybersecurity strategies and structures and managing ongoing cybersecurity risk management activities through our cybersecurity organization, which is responsible for the day-to-day identification, monitoring and management of cybersecurity risks. Our CISO reports directly to our global Chief Information Officer (“CIO”).
Additionally, our CISO, CIO and other members of our information security office may, from time to time, consult and coordinate with other Teva departments and members of management to manage cybersecurity risks, promote cybersecurity awareness and implement cybersecurity incident responses.
Additionally, our CISO, CIO and other members of our cybersecurity organization may, from time to time, consult and coordinate with other Teva departments and members of management to manage cybersecurity risks, promote cybersecurity awareness and implement cybersecurity incident responses.
Our CISO and CIO are also members of our information and security governance group, led by our CIO, which is comprised of executive and senior leadership from a variety of functions, including information security, corporate security, legal, finance, human resources, internal audit and compliance, as well as members of Teva’s global situation room (“GSR”).
Our CISO is also a member of our information and security governance group, led by our CIO, which is comprised of executive and senior leadership from a variety of functions, including information security, legal, finance, human resources, internal audit and compliance, as well as members of Teva’s global situation room (“GSR”) referred to below.
As part of our cybersecurity risk management program, we maintain industry standard procedures and policies, which are reviewed and revised periodically, and certified to comply with ISO 27001 standards, to both 54 Table of Contents proactively assess, identify and manage potential cybersecurity risks and respond to any actual cybersecurity threats and incidents.
As part of our cybersecurity risk management program, we maintain industry standard procedures and policies, which are reviewed and revised periodically, and certified to comply with ISO 27001 standards, to 54 Table of Contents proactively assess, identify and manage potential cybersecurity risks and respond to any actual cybersecurity threats and incidents, including those related to the use of AI.
As part of its cybersecurity program, Teva conducts periodic tabletop exercises to assess its cybersecurity incident response process. As part of its overall risk oversight function, our Audit Committee, which is comprised entirely of independent directors, oversees cybersecurity risks in connection with overseeing our overall enterprise risk management system.
As part of our cybersecurity program, we conduct numerous periodic tabletop exercises to assess our cybersecurity incident response process. As part of its overall risk oversight function, the Audit Committee, which is comprised entirely of independent directors, oversees cybersecurity risks in connection with our overall enterprise risk management system.
In addition, management has worked, and expects to continue to work, with third-party service providers, as appropriate, to assess, identify and manage cybersecurity risks. Management also conducts periodic and on-demand assessments of our cybersecurity risk management program with expert service providers to ensure it complies with and meets current ISO 27001 standards.
In addition, management has worked, and expects to continue to work, with third-party service providers, as appropriate, to assess, identify and manage cybersecurity risks. We also conduct periodic and on-demand assessments of our cybersecurity risk management program with expert service providers to assess compliance with ISO 27001 standards.
These updates and reports include updates on Teva’s cybersecurity risks and threats, the status of projects intended to strengthen its information security systems, assessments of the information security program (including remediation, mitigation, and management of identified vulnerabilities), and the emerging threat landscape.
These updates and reports include updates on Teva’s cybersecurity risks and threats, the status of projects intended to strengthen its information systems, assessments of the cybersecurity program, and the emerging threat landscape.
Our information security office is supported by a team consisting of personnel with experience and expertise in cybersecurity risk management strategies, execution and operations, with domain expertise in cloud services security, infrastructure and operational technology security, cybersecurity incident response, and tactical governance risk compliance.
Our CISO and CIO brief our Audit Committee on our cybersecurity and risk management programs. Our cybersecurity organization is supported by a team consisting of personnel with experience and expertise in cybersecurity risk management strategies, execution and operations, with domain expertise in cloud services security, infrastructure and operational technology security, cybersecurity incident response, and tactical governance risk compliance.
Teva engages with key vendors, industry participants, and intelligence and law enforcement communities as part of its continuing efforts to obtain current threat intelligence, collaborate on security enhancements, and evaluate and improve the effectiveness of its information security program.
We engage with key vendors, and intelligence and law enforcement communities as part of our continuing efforts to obtain current threat intelligence, collaborate on security enhancements, and evaluate and improve the effectiveness of our cyber security program. Additionally, as part of our cybersecurity risk management program, we have developed awareness and protection procedures related to AI adoption and use.
Removed
Our CIO updates our executive management on a regular basis to share cybersecurity related matters and discuss strategies to proactively manage cybersecurity threats. Our CISO and CIO brief our Audit Committee on our cybersecurity and risk management programs.

Item 2. Properties

Properties — owned and leased real estate

5 edited+0 added−1 removed0 unchanged
Biggest changeIn addition to the manufacturing and R&D facilities discussed above, we maintain numerous office, distribution and warehouse facilities around the world. We generally seek to own our manufacturing facilities. Office, R&D, distribution and warehouse facilities are often leased. We are committed to maintaining all of our properties in good operating condition and repair, and the facilities are well utilized.
Biggest changeWe are committed to maintaining all of our properties in good operating condition and repair, and ensure that our facilities are well utilized. In Israel, our principal executive offices and corporate headquarters are located in Tel Aviv-Jaffa. Our principal executive offices in Israel are leased by us.
ITEM 2. PROPERTIES We own or lease 57 manufacturing and R&D facilities, occupying approximately 17 million square feet.
ITEM 2. PROPERTIES We own or lease 53 manufacturing and R&D facilities, occupying approximately 16 million square feet.
Additionally, we are continuing to review our commercial offices footprint to enhance and adjust it to the latest workplace trends.
We continue to review and optimize our manufacturing and supply network, which may include closures and/or divestment of manufacturing plants worldwide. Additionally, we are transforming our commercial offices footprint to enhance and align it with the latest workplace trends.
In Europe, our principal executive offices are in Haarlem, the Netherlands. Our principal executive offices in the United States and in Europe are leased by us. We are continuing the ongoing review and optimization of our manufacturing and supply network, which may include closures and/or divestment of manufacturing plants around the world.
In the United States, our principal executive offices are our U.S. headquarters in Parsippany, New Jersey. In Europe, our principal executive offices are in Haarlem, the Netherlands. Our principal executive offices in the United States and in Europe are leased by us.
As of December 31, 2024, our manufacturing and R&D facilities are located in our business segments as follows: Business Segment 1 Number of Facilities Square Feet (in thousands) United States 13 3,340 Europe 25 9,000 International Markets 19 4,850 Worldwide Total Manufacturing and R&D Facilities 57 17,150 1 Number of facilities was adjusted to reflect the change in our segments, with the move of Canada from our North America segment (now referred to as United States segment), to our International Markets segment.
As of December 31, 2025, our manufacturing and R&D facilities are located in our business segments as follows: Business Segment Number of Facilities Square Feet (in thousands) United States 10 1,891 Europe 23 8,878 International Markets 20 5,323 Worldwide Total Manufacturing and R&D Facilities 53 16,092 We generally seek to own our manufacturing facilities, while office, R&D, distribution and warehouse facilities are often leased.
Removed
In Israel, our principal executive offices and corporate headquarters are located in Tel Aviv-Jaffa. We have an operating lease for our office space in Tel Aviv-Jaffa for an initial term of twelve and a half years, with an option for three extensions. In the United States, our principal executive offices are our U.S. headquarters in Parsippany, New Jersey.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+2 added−0 removed3 unchanged
Biggest changeUnregistered Sales of Equity Securities and Use of Proceeds None. 57 Table of Contents Performance Graph Set forth below is a performance graph comparing the cumulative total return (assuming reinvestment of dividends), in U.S. dollars, for the calendar years ended December 31, 2020, 2021, 2022, 2023 and 2024, of $100 invested on December 31, 2019 in the Company’s ADSs, the Standard & Poor’s 500 Index and the Dow Jones U.S.
Biggest changeDecisions regarding any future share repurchases will depend on certain factors, such as market conditions, share price and other opportunities to invest capital for growth in alignment with the Company’s Pivot to Growth strategy, and are subject to the approval by Teva’s Board of Directors. 57 Table of Contents Performance Graph Set forth below is a performance graph comparing the cumulative total return (assuming reinvestment of dividends), in U.S. dollars, for the calendar years ended December 31, 2021, 2022, 2023, 2024 and 2025, of $100 invested on December 31, 2020 in the Company’s ADSs, the Standard & Poor’s 500 Index and the Dow Jones U.S.
Pharmaceuticals Index. * $100 invested on December 31, 2019 in stock or index – including reinvestment of dividends. Indexes calculated on month-end basis. ITEM 6. [RESERVED] 58 Table of Contents
Pharmaceuticals Index. * $100 invested on December 31, 2020 in stock or index – including reinvestment of dividends. Indexes calculated on month-end basis. ITEM 6. [RESERVED] 58 Table of Contents
Various other stock exchanges quote derivatives and options on our ADSs under the symbol “TEVA.” Ordinary Shares Our ordinary shares have been listed on the Tel Aviv Stock Exchange (“TASE”) since 1951. Holders The number of record holders of ADSs at December 31, 2024 was 1,747. The number of record holders of ordinary shares at December 31, 2024 was 142.
Various other stock exchanges quote derivatives and options on our ADSs under the symbol “TEVA.” Ordinary Shares Our ordinary shares have been listed on the Tel Aviv Stock Exchange (“TASE”) since 1951. Holders The number of record holders of ADSs at December 31, 2025 was 1,604. The number of record holders of ordinary shares at December 31, 2025 was 134.
Dividends We have not paid dividends on our ordinary shares or ADSs since December 2017.
Dividends We have not paid dividends on our ordinary shares or ADSs since December 2017. Unregistered Sales of Equity Securities and Use of Proceeds None. Repurchase of Shares We did not repurchase any of our shares during the year ended December 31, 2025.
Added
Under applicable Israeli corporate law, a share repurchase is considered a distribution and is subject to the applicable statutory tests and limitations, related to a company’s profits and solvency capabilities.
Added
Pursuant to a recent amendment in applicable corporate law regulations, companies whose shares are listed abroad (including dual-listed companies such as Teva) may benefit from certain relief with respect to the procedures to be taken in connection with share repurchases.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

145 edited+43 added−69 removed40 unchanged
Biggest changeThe 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; • 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 changes in accounting, significant costs for remediation of plants, or other unusual events; and • corresponding tax effects of the foregoing items. 80 Table of Contents The following table presents our non-GAAP net income and non-GAAP EPS for the years ended December 31, 2024 and 2023, as well as reconciliations of each measure to their nearest GAAP equivalents: Year ended December 31, ($ in millions except per share amounts) 2024 2023 Net income (Loss) attributable to Teva ($) (1,639 ) (559 ) Increase (decrease) for excluded items: Amortization of purchased intangible assets 588 616 Legal settlements and loss contingencies (1) 761 1,043 Goodwill impairment (2) 1,280 700 Impairment of long-lived assets (3) 1,275 378 Restructuring costs 74 111 Equity compensation 123 121 Contingent consideration (4) 303 548 Loss (Gain) on sale of business (15 ) (3 ) Accelerated depreciation 13 80 Financial expenses 49 66 Items attributable to non-controlling interests (3) (339 ) (92 ) Other non-GAAP items (5) 229 335 Corresponding tax effects and unusual tax items (6) 157 (446 ) Non-GAAP net income attributable to Teva ($) ($) 2,860 2,898 Non-GAAP tax rate (7) 15.3 % 13.0 % GAAP diluted earnings (loss) per share attributable to Teva ($) ($) (1.45) (0.50 ) EPS difference (8) 3.94 3.06 Non-GAAP diluted EPS attributable to Teva (8) ($) ($) 2.49 2.56 Non-GAAP average number of shares (in millions) (8) 1,150 1,131 (1) Adjustments for legal settlements and loss contingencies in 2024 were mainly related to legal expenses of $357 million recorded in connection with a decision by the European Commission in its antitrust investigation into COPAXONE, and an update to the estimated settlement provision of $278 million for the opioid cases (mainly the effect of the passage of time on the net present value of the discounted payments and the settlement agreement with the city of Baltimore).
Biggest changeThe items excluded from our non-GAAP net income and non-GAAP EPS include: • amortization of purchased intangible assets; • certain legal settlements and material litigation fees and/or loss contingencies, due to the difficulty in predicting their timing and scope; • impairments of long-lived assets, including intangibles, property, plant and equipment and goodwill; • restructuring expenses, including severance, retention costs, contract cancellation costs and certain accelerated depreciation expenses primarily related to the rationalization of our plants or to certain other strategic activities, such as the realignment of R&D focus or other similar activities; • acquisition- or divestment- related items, including changes in contingent consideration, integration costs, banker and other professional fees and inventory step-up; • expenses related to our equity compensation; • significant one-time financing costs, amortization of issuance costs and terminated derivative instruments, and marketable securities investment valuation gains/losses; • unusual tax items; • other awards or settlement amounts, either paid or received; • other exceptional items that we believe are sufficiently large that their exclusion is important to facilitate an understanding of trends in our financial results, such as impacts due to changes in accounting, significant costs for remediation of plants, or other unusual events; and • corresponding tax effects of the foregoing items. 80 Table of Contents The following table presents our non-GAAP net income and non-GAAP EPS for the years ended December 31, 2025 and 2024, as well as reconciliations of each measure to their nearest GAAP equivalents: Year ended December 31, ($ in millions except per share amounts) 2025 2024 Net income (Loss) attributable to Teva ($) ($) 1,410 (1,639 ) Increase (decrease) for excluded items: Amortization of purchased intangible assets 581 588 Legal settlements and loss contingencies (1) 473 761 Goodwill impairment (2) — 1,280 Impairment of long-lived assets (3) 1,029 1,275 Restructuring costs (4) 225 74 Equity compensation 157 123 Contingent consideration (5) 54 303 Loss (Gain) on sale of business 22 (15 ) Accelerated depreciation 21 13 Financial expenses 69 49 Items attributable to non-controlling interests (3) 2 (339 ) Other non-GAAP items (6) 186 229 Corresponding tax effects and unusual tax items (7) (819 ) 157 Non-GAAP net income attributable to Teva ($) ($) 3,411 2,860 Non-GAAP tax rate (8) 15.8 % 15.3 % GAAP diluted earnings (loss) per share attributable to Teva ($) ($) 1.21 (1.45 ) EPS difference (9) 1.72 3.94 Non-GAAP diluted EPS attributable to Teva (9) ($) ($) 2.93 2.49 Non-GAAP average number of shares (in millions) (9) 1,163 1,150 (1) Adjustments for legal settlements and loss contingencies in 2025 were mainly related to an update to the estimated settlement provision of $220 million for the opioid cases (mainly the effect of the passage of time on the net present value of the discounted payments), an update of $56 million related to the provision recorded for the carvedilol patent litigation, an update of $55 million related to the estimated provision recorded for the claims brought by attorneys general representing states and territories throughout the United States in the generic drug antitrust litigation, as well as a provision of $35 million recorded for the antitrust litigation related to QVAR.
(6) Adjustments for corresponding tax effects and unusual tax items in 2024 include a tax item in an amount of $495 million 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.
Adjustments for corresponding tax effects and unusual tax items in 2024 include a tax item in an amount of $495 million 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.
Europe Profit Profit of our Europe segment consists of revenues less cost of sales, R&D expenses, S&M expenses, G&A expenses and any other loss (income) related to this segment. Segment profit does not include amortization and certain other items.
Europe Profit Profit of our Europe segment consists of revenues less cost of sales, R&D expenses, S&M expenses, G&A expenses and any other expenses (income) related to this segment. Segment profit does not include amortization and certain other items.
For a discussion of the valuation allowance, deferred tax and valuation allowance estimates see notes 1 and 13 to our consolidated financial statements. Contingencies From time to time, Teva and/or its subsidiaries are subject to claims for damages and/or equitable relief arising in the ordinary course of business.
For a discussion of the uncertain tax positions, deferred tax and valuation allowance estimates see notes 1 and 13 to our consolidated financial statements. Contingencies From time to time, Teva and/or its subsidiaries are subject to claims for damages and/or equitable relief arising in the ordinary course of business.
Furthermore, deferred taxes have not been provided for the retained earnings of the Company’s foreign subsidiaries because the Company does not expect these subsidiaries to distribute taxable dividends in the foreseeable future, as their earnings and excess cash are used to pay down the group’s external liabilities, and the Company expects to have sufficient resources in the Israeli companies to fund its cash needs in Israel.
Furthermore, deferred taxes have not been provided for the retained earnings of the Company’s foreign subsidiaries because 83 Table of Contents the Company does not expect these subsidiaries to distribute taxable dividends in the foreseeable future, as their earnings and excess cash are used to pay down the group’s external liabilities, and the Company expects to have sufficient resources in the Israeli companies to fund its cash needs in Israel.
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.
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. 79 Table of Contents 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. 79 Table of Contents 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.
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.
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.
However, the duration, severity and global implications (including potential inflation and devaluation consequences) of the conflict cannot be predicted, and could have an effect on our business, including on our exchange rate exposure, supply chain, operational costs and commercial presence in these markets.
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 2024, we received tentative approvals for generic equivalents of the products listed in the table below, excluding overlapping applications.
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. 64 Table of Contents In 2025, we received tentative approvals for generic equivalents of the products listed in the table below, excluding overlapping applications.
Collectively, these first to file opportunities represent over $80 billion in U.S. brand sales for the twelve months ended September 30, 2024, according to IQVIA. 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.
Collectively, these first-to-file opportunities represent over $85 billion in U.S. brand sales for the twelve months ended September 30, 2025, according to IQVIA. 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.
(7) 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.
(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.
As of December 31, 2024, if all development milestones and targets, for compounds in Phase 2 and more advanced stages of development, are achieved, the total contingent payments could reach an aggregate amount of up to $91 million. Additional contingent payments are owed upon achievement of product approval or launch milestones.
As of December 31, 2025, if all development milestones and targets, for compounds in Phase 2 and more advanced stages of development, are achieved, the total contingent payments could reach an aggregate amount of up to $104 million. Additional contingent payments are owed upon achievement of product approval or launch milestones.
The total gross amount of unrecognized tax benefits for uncertain tax positions was $449 million on December 31, 2024. Payment of these obligations would result from settlements with tax authorities. Due to the difficulty in determining the timing and magnitude of settlements, these obligations are not included in the table above.
The total gross amount of unrecognized tax benefits for uncertain tax positions was $596 million on December 31, 2025. Payment of these obligations would result from settlements with tax authorities. Due to the difficulty in determining the timing and magnitude of settlements, these obligations are not included in the table above.
For more information on COPAXONE, see “Item 1—Business—Our Product Portfolio and Business Offering—Innovative Medicines—COPAXONE.” Anda revenues from third parties in our United States segment in 2024 decreased by 3% to $1,536 million, compared to 2023, mainly due to lower volumes.
For more information on COPAXONE, see “Item 1—Business—Our Product Portfolio and Business Offering—Innovative Medicines—COPAXONE.” Anda revenues from third parties in our United States segment in 2025 decreased by 3% to $1,496 million, compared to 2024, mainly due to lower volumes.
Approximately 78% of pending applications include a paragraph IV patent challenge and we believe we are first to file with respect to 54 of these products, or 82 products including final approvals where launch is pending a settlement agreement or court decision.
Approximately 80% of pending applications include a paragraph IV patent challenge and we believe we are first-to-file with respect to 54 of these products, or 77 products including final approvals where launch is pending a settlement agreement or court decision.
For a comparison of our results of operations and financial condition for fiscal years 2023 and 2022, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2023 Annual Report on Form 10-K, filed with the SEC on February 12, 2024.
For a comparison of our results of operations and financial condition for fiscal years 2024 and 2023, see “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our 2024 Annual Report on Form 10-K, filed with the SEC on February 5, 2025.
As of December 31, 2024, our generic products pipeline in the United States includes 127 product applications awaiting FDA approval, including 65 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.
As of December 31, 2025, our generic products pipeline in the United States includes 116 product applications awaiting FDA approval, including 66 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.
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 $2,837 million as of December 31, 2024, compared to a negative $1,374 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 $2,733 million as of December 31, 2025, compared to negative $2,837 million as of December 31, 2024.
As of December 31, 2024 and 2023, the fully diluted share count for purposes of calculating our market capitalization was approximately 1,174 million and 1,157 million, respectively. Impact of Currency Fluctuations on Results of Operations In 2024, approximately 47% of our revenues were denominated in currencies other than the U.S. dollar.
As of December 31, 2025 and 2024, the fully diluted share count for purposes of calculating our market capitalization was approximately 1,184 million and 1,174 million, respectively. Impact of Currency Fluctuations on Results of Operations In 2025, approximately 43% of our revenues were denominated in currencies other than the U.S. dollar.
Excluding overlaps, the branded products underlying these pending applications had U.S. sales for the twelve months ended September 30, 2024 of approximately $122 billion, according to IQVIA.
Excluding overlaps, the branded products underlying these pending applications had U.S. sales for the twelve months ended September 30, 2025 of approximately $124 billion, according to IQVIA.
Goodwill Impairment We recorded goodwill impairment charges of $1,280 million in the year ended December 31, 2024, related to our Teva API reporting unit. We recorded a goodwill impairment charge of $700 million in the year ended December 31, 2023 related to our International Markets reporting unit. See note 7 to our consolidated financial statements.
We recorded a goodwill impairment charge of $1,280 million in the year ended December 31, 2024 related to our Teva API reporting unit. See note 7 to our consolidated financial statements.
In 2023, a negative hedging impact of $2 million was recognized under revenues and a negative hedging impact of $1 million was recognized under cost of sales. 75 Table of Contents 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.
In 2024, a positive hedging impact of $34 million was recognized under revenues and a negative hedging impact of $5 million was recognized under cost of sales. 75 Table of Contents The impact of 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.
Exchange rate fluctuations affected our balance sheet, as approximately 93% of our net assets (including both non-monetary and monetary assets) were in currencies other than the U.S. dollar. When compared to December 31, 2023, changes in currency rates had a negative impact of $530 million on our equity as of December 31, 2024.
Exchange rate fluctuations affected our balance sheet, as approximately 62% of our net assets (including both non-monetary and monetary assets) were in currencies other than the U.S. dollar. When compared to December 31, 2024, changes in currency rates had a positive impact of $719 million on our equity as of December 31, 2025.
For a description of our innovative medicines pipeline, see “Item 1—Business—Our Product Portfolio and Business Offering—Innovative Medicines” above. United States Gross Profit Gross profit from our United States segment in 2024 was $4,388 million, an increase of 2% compared to $4,310 million in 2023.
For a description of our innovative medicines pipeline, see “Item 1—Business—Our Product Portfolio and Business Offering—Innovative Medicines” above. United States Gross Profit Gross profit from our United States segment in 2025 was $5,618 million, an increase of 28% compared to $4,388 million in 2024.
For more information on our generic products, including biosimilars, see “Item 1—Business—Our Product Portfolio and Business Offering—Generic Medicines.” In 2024, our total prescriptions were approximately 283 million (based on trailing twelve months), representing 7.4% of total U.S. generic prescriptions according to IQVIA data.
For more information on our generic products, including biosimilars, see “Item 1—Business—Our Product Portfolio and Business Offering—Generic Medicines.” In 2025, our total prescriptions were approximately 254 million (based on trailing twelve months), representing 6.5% of total U.S. generic prescriptions according to IQVIA data.
Diluted Shares Outstanding and Earnings (Loss) Per Share The weighted average diluted shares outstanding used for the fully diluted share calculation for 2024 and 2023 was 1,131 million and 1,119 million shares, respectively.
Diluted Shares Outstanding and Earnings (Loss) Per Share The weighted average diluted shares outstanding used for the fully diluted share calculation for the years 2025 and 2024 was 1,163 million and 1,131 million shares, respectively.
During 2023, we generated free cash flow of $2,387 million. The decrease in 2024 resulted mainly from lower cash flow generated from operating activities. Results of Operations The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for fiscal years 2024 and 2023.
During 2024, we generated free cash flow of $2,068 million. The increase in 2025 resulted mainly from higher cash flow generated from operating activities. Results of Operations The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for fiscal years 2025 and 2024.
United States Profit Profit from our United States segment consists of revenues less cost of sales, R&D expenses, S&M expenses, G&A expenses and any other loss (income) related to this segment. Segment profit does not include amortization and certain other items.
International Markets Profit Profit of our International Markets segment consists of revenues less cost of sales, R&D expenses, S&M expenses, G&A expenses and other expenses (income) related to this segment. Segment profit does not include amortization and certain other items.
See “—United States Revenues,” “—Europe Revenues,” “—International Markets Revenues” and “—Other Activities” above. Exchange rate movements during 2024, net of hedging effects, negatively impacted revenues by $257 million, compared to 2023. See note 10d to our consolidated financial statements. Gross Profit Gross profit in 2024 was $8,064 million, an increase of 5% compared to 2023.
See “—United States Revenues,” “—Europe Revenues,” “—International Markets Revenues” and “—Other Activities” above. Exchange rate movements during 2025, net of hedging effects, positively impacted our revenues by $152 million, compared to 2024. See note 10d to our consolidated financial statements. Gross Profit Gross profit in 2025 was $8,938 million, an increase of 11% compared to 2024.
The decrease in 2024 resulted mainly from lower cash flow generated from operating activities. Dividends We have not paid dividends on our ordinary shares or ADSs since December 2017.
The increase in 2025 resulted mainly from higher cash flow generated from operating activities. Dividends We have not paid dividends on our ordinary shares or ADSs since December 2017.
In addition, in periods in which receivable payments from customers are delayed, we have and expect 77 Table of Contents we may in the future extend the time to pay certain vendors, so as to balance our liquidity position.
In addition, in periods in which collections 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.
Segment Information United States Segment The following table presents revenues, expenses and profit for our United States segment for the past two years: Year ended December 31, 2024 2023 (U.S. $ in millions / % of Segment Revenues) Revenues $ 8,034 100% $ 7,731 100% Cost of sales 3,646 45.4% 3,421 44.3% Gross profit 4,388 54.6% 4,310 55.7% R&D expenses 633 7.9% 604 7.8% S&M expenses 1,049 13.1% 938 12.1% G&A expenses 410 5.1% 378 4.9% Other loss (income) § § (5 ) § Segment profit* $ 2,296 28.6% $ 2,394 31.0% 61 Table of Contents * Segment profit does not include amortization and certain other items. § Represents an amount less than $0.5 million or 0.5%, as applicable.
Segment Information United States Segment The following table presents revenues, expenses and profit for our United States segment for the past two years: Year ended December 31, 2025 2024 (U.S. $ in millions /% of Segment Revenues) Revenues $ 9,186 100% $ 8,034 100% Cost of sales 3,568 38.8% 3,646 45.4% Gross profit 5,618 61.2% 4,388 54.6% R&D expenses 633 6.9% 633 7.9% S&M expenses 1,172 12.8% 1,049 13.1% G&A expenses 458 5.0% 410 5.1% Other loss (income) § § § § Segment profit* $ 3,356 36.5% $ 2,296 28.6% * Segment profit does not include amortization and certain other items. § Represents an amount less than $0.5 million or 0.5%, as applicable.
For more information on UZEDY, see “Item 1—Business—Our Product Portfolio and Business Offering—Innovative Medicines—UZEDY.” BENDEKA and TREANDA combined revenues in our United States segment in 2024 decreased by 29% to $168 million, compared to 2023, mainly due to competition from alternative therapies, as well as the entry of generic bendamustine products into the market.
For more information on UZEDY, see “Item 1—Business—Our Product Portfolio and Business Offering—Innovative Medicines—UZEDY.” BENDEKA and TREANDA combined revenues in our United States segment in 2025 decreased by 13% to $147 million, compared to 2024, mainly due to competition from alternative therapies, as well as from generic bendamustine products.
Teva’s principal sources of short-term liquidity are its cash on hand, existing cash investments, liquid securities and available credit facilities, primarily its $1.8 billion unsecured syndicated sustainability-linked revolving credit facility entered into in April 2022, as amended on February 6, 2023 and on May 3, 2024 (“RCF”).
Teva’s principal sources of short-term liquidity are its cash on hand, existing cash investments, liquid securities and available credit facilities, primarily its $1.8 billion unsecured syndicated sustainability-linked revolving credit facility entered into in April 2022, as amended most recently in December 2025 (“RCF”).
For more information on AJOVY, see “Item 1—Business—Our Product Portfolio and Business Offering— Innovative Medicines—AJOVY.” COPAXONE revenues in our International Markets segment in 2024 decreased by 24% to $48 million, compared to 2023. In local currency terms, revenues decreased by 11%, mainly due to market share erosion and competition.
For more information on AUSTEDO, see “Item 1—Business—Our Product Portfolio and Business Offering—Innovative Medicines—AUSTEDO.” COPAXONE revenues in our International Markets segment in 2025 decreased by 34% to $32 million, compared to 2024. In local currency terms, revenues decreased by 30%, mainly due to market share erosion and competition.
Reconciliation Table to Consolidated Income (Loss) Before Income Taxes The following table presents a reconciliation of our segment profits to Teva’s consolidated operating income (loss) and to consolidated income (loss) before income taxes for the past two years: Year ended December 31, 2024 2023 (U.S. $ in millions) United States profit $ 2,296 $ 2,394 Europe profit 1,575 1,478 International Markets profit 440 465 Total reportable segments profit 4,311 4,338 Profit of other activities 18 24 Total segments profit 4,329 4,361 Amounts not allocated to segments: Amortization 588 616 Other assets impairments, restructuring and other items (1) 1,388 718 Goodwill impairment 1,280 700 Intangible assets impairments 251 350 Legal settlements and loss contingencies 761 1,043 Other unallocated amounts 364 502 Consolidated operating income (loss) (303 ) 433 Financial expenses, net 981 1,057 Consolidated income (loss) before income taxes $ (1,284 ) $ (624 ) Income Taxes In 2024, we recognized a tax expense of $676 million, or 53%, on a pre-tax loss of $1,284 million. 74 Table of Contents In 2023, we recognized a tax benefit of $7 million, or 1%, on a pre-tax loss of $624 million.
Reconciliation Table to Consolidated Income (Loss) Before Income Taxes The following table presents a reconciliation of our segment profits to Teva’s consolidated operating income (loss) and to consolidated income (loss) before income taxes for the past three years: Year ended December 31, 2025 2024 2023 (U.S. $ in millions) United States profit $ 3,356 $ 2,296 $ 2,394 Europe profit 1,303 1,575 1,478 International Markets profit 336 440 465 Total reportable segments profit 4,995 4,311 4,338 Profit (loss) of other activities (90 ) 18 24 Amounts not allocated to segments: Amortization 581 588 616 Other assets impairments, restructuring and other items 1,050 1,388 718 Goodwill impairment — 1,280 700 Intangible asset impairments 259 251 350 Legal settlements and loss contingencies 473 761 1,043 Other unallocated amounts 384 364 502 Consolidated operating income (loss) 2,157 (303 ) 433 Financial expenses, net 934 981 1,057 Consolidated income (loss) before income taxes $ 1,223 $ (1,284 ) $ (624 ) Income Taxes In 2025, we recognized a tax benefit of $180 million on a pre-tax income of $1,223 million.
Europe R&D Expenses R&D expenses relating to our Europe segment in 2024 were $229 million, an increase of 4% compared to $220 million in 2023. For a description of our R&D expenses in 2024, see “—Teva Consolidated Results—Research and Development (R&D) Expenses” below.
Europe R&D Expenses R&D expenses relating to our Europe segment in 2025 were $247 million, an increase of 8% compared to $229 million in 2024. For a description of our R&D expenses in 2025, see “—Teva Consolidated Results—Research and Development (R&D) Expenses, net” below.
During 2023, we generated free cash flow of $2,387 million, which we define as comprising $1,368 million in cash flow generated from operating activities, $1,477 million in beneficial interest collected in exchange for securitized accounts receivables (under our EU securitization program) and $68 million proceeds from divestitures of businesses and other assets, partially offset by $526 million in cash used for capital investments.
During 2025, we generated free cash flow of $2,396 million, which we define as comprising $1,649 million in cash flow generated from operating activities, $1,214 million in beneficial interest collected in exchange for securitized accounts receivables (under our EU securitization program) and $34 million in proceeds from divestitures of businesses and other assets, partially offset by $501 million in cash used for capital investments.
This has the effect of increasing or decreasing cash from operations during any given period. Increased cash from operations has the effect of reducing our leverage ratio, which is measured net of cash and cash equivalents, as of the end of such period.
These have the effect of increasing or decreasing cash from operations, as well as working capital balance items during any given period. Increased cash from operations has the effect of reducing our leverage ratio, which is measured net of cash and cash equivalents, as of the end of such period.
Our R&D expenses, net in 2024 were $998 million, an increase of 5% compared to $953 million in 2023, as we continue to execute on our Pivot to Growth strategy.
Our R&D expenses, net in 2025 were $1,013 million, an increase of 2% compared to $998 million in 2024, as we continue to execute on our Pivot to Growth strategy.
Diluted loss per share was $1.45 for the year ended December 31, 2024, compared to diluted loss per share of $0.50 for the year ended December 31, 2023. See note 18 to consolidated financial statements.
Diluted earnings per share was $1.21 for the year ended December 31, 2025, compared to diluted loss per share of $1.45 for the year ended December 31, 2024. See note 18 to our consolidated financial statements.
Liquidity and Capital Resources Total balance sheet assets were $39,326 million as of December 31, 2024, compared to $43,479 million as of December 31, 2023.
Liquidity and Capital Resources Total balance sheet assets were $40,748 million as of December 31, 2025, compared to $39,326 million as of December 31, 2024.
Cash investment in property, plant and equipment and intangible assets in 2024 was $498 million, compared to $526 million in 2023. Depreciation was $471 million in 2024, compared to $537 million in 2023. Cash and cash equivalents as of December 31, 2024 were $3,300 million compared to $3,226 million as of December 31, 2023.
Cash investment in property, plant and equipment and intangible assets in 2025 was $501 million, compared to $498 million in 2024. Depreciation was $421 million in 2025, compared to $471 million in 2024. Cash and cash equivalents as of December 31, 2025 were $3,556 million compared to $3,300 million as of December 31, 2024.
The higher net loss in 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 15 to our consolidated financial statements.
The net loss in 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 15 to our consolidated financial statements. Net Income (Loss) Attributable to Teva Net income was $1,410 million in 2025, compared to a net loss of $1,639 million in 2024.
Europe Segment The following table presents revenues, expenses and profit for our Europe segment for the past two years: Year ended December 31, 2024 2023 (U.S. $ in millions / % of Segment Revenues) Revenues $ 5,103 100.0% $ 4,837 100.0% Cost of sales 2,197 43.1% 2,111 43.6% Gross profit 2,905 56.9% 2,726 56.4% R&D expenses 229 4.5% 220 4.5% S&M expenses 826 16.2% 767 15.9% G&A expenses 272 5.3% 263 5.4% Other loss (income) 3 § (2 ) § Segment profit* $ 1,575 30.9% $ 1,478 30.6% * Segment profit does not include amortization and certain other items. § Represents an amount less than 0.5%.
Europe Segment The following table presents revenues, expenses and profit for our Europe segment for the past two years: Year ended December 31, 2025 2024 (U.S. $ in millions / % of Segment Revenues) Revenues $ 5,040 100% $ 5,103 100% Cost of sales 2,293 45.5% 2,197 43.1% Gross profit 2,747 54.5% 2,905 56.9% R&D expenses 247 4.9% 229 4.5% S&M expenses 902 17.9% 826 16.2% G&A expenses 295 5.9% 272 5.3% Other loss (income) 1 § 3 § Segment profit* $ 1,303 25.9% $ 1,575 30.9% * Segment profit does not include amortization and certain other items. § Represents an amount less than 0.5%.
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.
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.
In 2023 goodwill impairment charges of $700 million were recorded related to our International Markets reporting unit (3) Adjustments for impairment of long-lived assets and items attributable to non-controlling interests in 2024 primarily consisted of $715 million and $342 million, respectively, related to the classification of our business venture in Japan as held for sale.
Adjustments for impairment of long-lived assets and items attributable to non-controlling interests in 2024 primarily consisted of $715 million and $342 million, respectively, related to the classification of our business venture in Japan as held for sale.
Highlights Significant highlights of 2024 included: • Our revenues in 2024 were $16,544 million, an increase of 4% in U.S. dollars, or 6% in local currency terms, compared to 2023.
Highlights Significant highlights of 2025 included: • Our revenues in 2025 were $17,258 million, an increase of 4% in U.S. dollars, or 3% in local currency terms, compared to 2024.
G&A expenses as a percentage of revenues were 7.0% in 2024, compared to 7.3% in 2023. Identifiable Intangible Asset Impairments We recorded expenses of $251 million for identifiable intangible asset impairments in 2024, compared to expenses of $350 million in 2023. See note 6 to our consolidated financial statements.
G&A expenses as a percentage of revenues were 7.5% in 2025, compared to 7.0% in 2024. Identifiable Intangible Asset Impairments We recorded expenses of $259 million for identifiable intangible asset impairments in 2025, compared to expenses of $251 million in 2024. See note 6 to our consolidated financial statements. Goodwill Impairment No goodwill impairment charge was recorded in 2025.
Our S&M expenses were primarily the 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 15.4% in 2024, compared to 14.7% in 2023. General and Administrative (G&A) Expenses G&A expenses in 2024 were $1,161 million, flat compared to 2023.
Our S&M expenses were primarily the 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 15.6% in 2025, compared to 15.4% in 2024.
Teva Consolidated Results Revenues Revenues in 2024 were $16,544 million, an increase of 4%, in U.S. dollars or 6% in local currency terms, compared to 2023.
Teva Consolidated Results Revenues Revenues in 2025 were $17,258 million, an increase of 4% in U.S. dollars, or 3%, in local currency terms, compared to 2024.
Legal Settlements and Loss Contingencies In 2024, we recorded expenses of $761 million in legal settlements and loss contingencies, compared to expenses of $1,043 million in 2023. See note 11 to our consolidated financial statements. 73 Table of Contents Other Income Other income in 2024 was $14 million, compared to $49 million in 2023.
Legal Settlements and Loss Contingencies In 2025, we recorded expenses of $467 million in legal settlements and loss contingencies, compared to expenses of $761 million in 2024. See note 11 to our consolidated financial statements. Other Income (Loss) Other loss in 2025 was $18 million, compared to other income of $14 million in 2024.
International Markets R&D Expenses R&D expenses relating to our International Markets segment in 2024 were $112 million, an increase of 7% compared to $104 million in 2023. For a description of our R&D expenses in 2024, see “—Teva Consolidated Results—Research and Development (R&D) Expenses” below.
International Markets R&D Expenses R&D expenses relating to our International Markets segment in 2025 were $103 million, a decrease of 8% compared to $112 million in 2024. For a description of our R&D expenses in 2025, see “—Teva Consolidated Results—Research and Development (R&D) Expenses, net” below.
GAAP requires management to make estimates and assumptions in certain circumstances that affect the amounts reported in the accompanying consolidated financial statements and related footnotes. Actual results may differ from these estimates.
GAAP requires management to make estimates and assumptions in certain circumstances that affect the amounts reported in the accompanying consolidated financial statements and related footnotes. Actual results may differ from these estimates. We base our judgments on our experience and on various assumptions that we believe to be reasonable under the circumstances.
The critical accounting estimates relate to the following: • Revenue Recognition and SR&A in the United States • Income Taxes • Contingencies • Goodwill • Identifiable Intangible Assets • Contingent consideration Revenue Recognition and SR&A in the United States Our gross product revenues are subject to a variety of deductions which are generally estimated and recorded in the same period that the revenues are recognized, and primarily represent chargebacks, rebates and sales allowances to wholesalers, retailers and government agencies with respect to our pharmaceutical products.
We have applied our policies and critical accounting estimates consistently across our businesses. 82 Table of Contents The critical accounting estimates relate to the following: • Revenue Recognition and SR&A in the United States • Income Taxes • Contingencies • Impairment of Property, Plant and Equipment Revenue Recognition and SR&A in the United States Our gross product revenues are subject to a variety of deductions which are generally estimated and recorded in the same period that the revenues are recognized, and primarily represent chargebacks, rebates and sales allowances to wholesalers, retailers and government agencies with respect to our pharmaceutical products.
Revenues increased by 4% and profit increased by 4% compared to 2023. • Our Europe segment generated revenues of $5,103 million and profit of $1,575 million in 2024. Revenues increased by 5% in U.S. dollars or 4% in local currency terms, compared to 2023.
Revenues increased by 14% and profit increased by 46% compared to 2024. • Our Europe segment generated revenues of $5,040 million and profit of $1,303 million in 2025. Revenues decreased by 1% in U.S. dollars, or 5% in local currency terms, compared to 2024.
Among the most significant generic products we sold in the United States in 2024 were lenalidomide capsules (the generic version of Revlimid ® ), epinephrine injectable solution (the generic equivalent of EpiPen ® and EpiPen Jr ® ), Truxima ® (the biosimilar to Rituxan ® ) and liraglutide 1.8 mg injection (an authorized generic of Victoza ® ).
Among the most significant generic products we sold in the United States in 2025 were lenalidomide capsules (the generic version of Revlimid ® ), Truxima ® (the biosimilar to Rituxan ® ), epinephrine injectable solution (the generic equivalent of EpiPen ® and EpiPen Jr ® ), and SIMLANDI ® (the biosimilar to Humira ® ).
The following main currencies decreased in value against the U.S. dollar: Russian ruble by 23%, Mexican peso by 22%, Chilean peso by 13%, Japanese yen by 11%, Canadian dollar by 8%, Swiss franc by 7%, Bulgarian lev by 6%, euro by 6%, Polish zloty by 4% and British pound by 1%. All comparisons are on a year-end to year-end basis.
The following main currencies increased in value against the U.S. dollar: Russian ruble by 28%, Mexican peso by 13%, Polish złoty by 13%, Swiss franc by 12%, Bulgarian lev by 12%, euro by 11%, Chilean peso by 9%, British pound by 7%, and Canadian dollar by 5%. All comparisons are on a year-end to year-end basis.
Such decisions have and may in the future have a material impact on our annual operating cash flow measurement, as well as on our quarterly results. Cash flow generated from operating activities in 2024 was $1,247 million, compared to $1,368 million in 2023.
Such decisions have had, and may in the future have, a material impact on our annual operating cash flow measurement and results of operations. 77 Table of Contents Cash flow generated from operating activities in 2025 was $1,649 million, compared to $1,247 million in 2024.
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 connection with these efforts, we were able to secure more favorable payment terms from many of our vendors which are expected to continue in future periods.
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. 78 Table of Contents Aggregated Contractual Obligations The following table summarizes our material contractual obligations and commitments as of December 31, 2024: Payments Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 years (U.S. $ in millions) Long-term debt obligations, including estimated interest* $ 22,818 $ 2,549 $ 7,618 $ 5,373 $ 7,278 Purchase obligations (including purchase orders) 1,806 1,493 227 39 47 Total $ 24,624 $ 4,042 $ 7,845 $ 5,412 $ 7,325 * Long-term debt obligations mainly include senior notes, sustainability-linked senior notes and convertible senior debentures, as disclosed in note 9 to our consolidated financial statements.
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. 78 Table of Contents Aggregated Contractual Obligations The following table summarizes our material contractual obligations and commitments as of December 31, 2025: Payments Due by Period Total Less than 1 year 1-3 years 3-5 years More than 5 years (U.S. $ in millions) Long-term debt obligations, including estimated interest* $ 21,704 $ 2,625 $ 6,212 $ 5,541 $ 7,326 Purchase obligations (including purchase orders) 1,623 1,249 249 123 2 Total $ 23,327 $ 3,874 $ 6,461 $ 5,664 $ 7,328 * Long-term debt obligations mainly include senior notes, sustainability-linked senior notes and convertible senior debentures, as disclosed in note 9 to our consolidated financial statements.
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. 72 Table of Contents 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.
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 infrastructure and personnel.
In 2024, revenues were negatively impacted by exchange rate fluctuations of $321 million net of hedging effects, compared to 2023. Revenues in 2024, were affected by a $13 million positive hedging impact, compared to a $9 million positive hedging impact in 2023, which are included in “Other” in the table below. See note 10d to our consolidated financial statements.
In 2025, revenues were negatively impacted by exchange rate fluctuations of $36 million net of hedging effects, compared to 2024. Revenues in 2025, were affected by a $34 million negative hedging impact, compared to a $13 million positive hedging impact in 2024, which are included in “Other” in the table below.
However, there can be no assurance regarding the ultimate timing or structure of the potential divestiture or that a divestiture will be agreed or completed at all. For further information, see note 2 to our consolidated financial statements.
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. For further information, see note 2 to our consolidated financial statements. 71 Table of Contents Our revenues from other activities in 2025 were $870 million, a decrease of 8% compared to 2024.
We do, however, also see certain generic opportunities to grow our business, including our portfolio of new drug applications and our portfolio of approved complex products; • continued decline in sales of COPAXONE and certain other innovative medicines due to loss of exclusivity, generic competition and/or availability of alternative therapies; • our disciplined cash management and debt repayment schedule; • ongoing impact of macroeconomic headwinds and geopolitical tensions, including global supply chain disruptions, increases in labor and other operational costs, as well as exchange rate fluctuations.
We do, however, also see certain generic opportunities to grow our business, including our portfolio of new drug applications and our portfolio of approved complex products; • continued decline in sales of certain innovative medicines due to loss of exclusivity, generic competition and/or availability of alternative therapies; • ongoing impact of macroeconomic headwinds, imposition of tariffs and geopolitical tensions, including global supply chain disruptions as well as exchange rate fluctuations could continue to impact our production and distribution processes, product availability and ability to timely respond to consumer demand.
Gross profit margin was 48.7% in 2024, compared to 48.2% in 2023.
Gross profit margin was 51.8% in 2025, compared to 48.7% in 2024.
Trend Information The following factors are expected to have a significant effect on our 2025 results: • continued growth of our innovative medicines AUSTEDO, AJOVY and UZEDY; • continued execution on the key pillars of our Pivot to Growth strategy; • expanding and accelerating our innovative medicines and biosimilar pipeline, including by pursuing business development and other partnership opportunities; • ability to successfully execute key generic launches in a timely manner including complex generic products, and to successfully develop and launch new biosimilar products; • continued competition for our generic products where multiple similar generic products have been launched, resulting in pricing pressure in the generics markets.
(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. 81 Table of Contents Trend Information The following factors are expected to have a significant effect on our 2026 results: • continued growth of our key innovative medicines AUSTEDO, AJOVY and UZEDY; • expanding and accelerating our innovative medicines and biosimilar pipeline, including by pursuing business development and other strategic opportunities; • ability to successfully execute key generic launches in a timely manner including high-value complex generic medicines, and to successfully develop and launch new biosimilar products; • continued competition for our generic products where multiple similar generic products have been launched, resulting in pricing pressure in the generics markets and lower revenues.
Our other activities are not included in the 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. The intention to divest is in alignment with our Pivot to Growth strategy.
For information on a change to our reporting segments commencing January 1, 2026, see above “—United States Segment”. 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. The intention to divest is in alignment with our Pivot to Growth strategy.
In 2023, we recognized a tax benefit of $7 million, or 1%, on a pre-tax loss of $624 million. • Our debt was $17,783 million as of December 31, 2024, compared to $19,833 million as of December 31, 2023. • Cash flow generated from operating activities in 2024 was $1,247 million, compared to $1,368 million in 2023.
In 2024, we recognized a tax expense of $676 million on a pre-tax loss of $1,284 million. • Our debt was $16,807 million as of December 31, 2025, compared to $17,783 million as of December 31, 2024. • Cash flow generated from operating activities in 2025 was $1,649 million, compared to $1,247 million in 2024.
For a description of our R&D expenses in 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 2024 were $1,049 million, an increase of 12% compared to $938 million in 2023.
United States R&D Expenses R&D expenses relating to our United States segment in 2025 were $633 million, flat compared to 2024. For a description of our R&D expenses in 2025, see “—Teva Consolidated Results—Research and Development (R&D) Expenses, net” below.
The portion of total debt classified as short-term as of December 31, 2024 was 10%, 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 77% as of December 31, 2024, compared to 71% as of December 31, 2023.
Our financial leverage, which is the ratio between our debt and the sum of our debt and equity, was 68% as of December 31, 2025, compared to 77% as of December 31, 2024.
We base our judgments on our experience and on various assumptions that we believe to be reasonable under the circumstances. 82 Table of Contents Of our policies, the following are considered critical to an understanding of our consolidated financial statements as they require the application of subjective and complex judgment, involving critical accounting estimates and assumptions impacting our consolidated financial statements.
Of our policies, the following are considered critical to an understanding of our consolidated financial statements as they require the application of subjective and complex judgment, involving critical accounting estimates and assumptions impacting our consolidated financial statements.
For more information on AJOVY, see “Item 1—Business—Our Product Portfolio and Business Offering—Innovative Medicines—AJOVY.” AUSTEDO revenues in our United States segment in 2024 increased by 34% to $1,642 million, compared to 2023, mainly due to growth in volume including the launch of AUSTEDO XR in May 2023, as well as expanded access for patients.
For more information on AJOVY, see “Item 1—Business—Our Product Portfolio and Business Offering—Innovative Medicines—AJOVY.” AUSTEDO revenues (which include AUSTEDO XR) in our United States segment in 2025 increased by 35% to $2,217 million, compared to 2024, mainly due to growth in volume.
Revenues by Major Products and Activities The following table presents revenues for our Europe segment by major products and activities for the past two years: Year ended December 31, Percentage Change 2024-2023 2024 2023 (U.S. $ in millions) Generic products (including OTC and biosimilars) $ 3,926 $ 3,664 7 % AJOVY 216 160 34 % COPAXONE 213 231 (8 %) Respiratory products 244 265 (8 %) Other* 504 516 (2 %) Total $ 5,103 $ 4,837 5 % * Other revenues in 2024 and 2023 include the sale of certain product rights.
See note 10d to our consolidated financial statements. 66 Table of Contents Revenues by Major Products and Activities The following table presents revenues for our Europe segment by major products and activities for the past two years: Year ended December 31, Percentage Change 2025-2024 2025 2024 (U.S. $ in millions) Generic products (including OTC and biosimilars) $ 4,044 $ 3,926 3 % AJOVY 270 216 25 % COPAXONE 181 213 (15 %) Respiratory products 227 244 (7 %) Other* 319 504 (37 %) Total $ 5,040 $ 5,103 (1 %) * Other revenues in 2025 and 2024 include the sale of certain product rights.
Since 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, Canadian dollar, Swiss franc, Russian ruble, Japanese yen and the new Israeli shekel) impact our results.
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, Swiss franc, Russian ruble, Canadian dollar, new Israeli shekel, Polish złoty, Swedish krona and Chilean peso) impact our results.
During 2024, the following main currencies relevant to our operations decreased in value against the U.S. dollar (each on an annual average compared to annual average basis): the Argentinian peso by 68%, the Turkish lira by 28%, the Chilean peso by 11%, the Ukraine hryvna by 8%, the Russian ruble by 8%, the Brazilian real by 7% and the Japanese yen by 7%.
During 2025, the following main currencies relevant to our operations decreased in value against the U.S. dollar (each on an annual average compared to annual average basis): the Argentinian peso by 26%, the Turkish lira by 17%, the Mexican peso by 5%, the Brazilian real by 4%, Indian rupee by 4% and the Ukraine hryvna by 4%.
Europe Revenues Our Europe segment includes the European Union, the United Kingdom and certain other European countries. 66 Table of Contents Revenues from our Europe segment in 2024 were $5,103 million, an increase of $266 million, or 5%, compared to 2023.
Europe Revenues Our Europe segment includes the European Union, the United Kingdom and certain other European countries. Revenues from our Europe segment in 2025 were $5,040 million, a decrease of $63 million, or 1%, compared to 2024.
Financial Expenses, Net Financial expenses, net were $981 million in 2024, compared to $1,057 million in 2023. Financial expenses in 2024 were mainly comprised of net-interest expenses of $915 million. Financial expenses in 2023 were mainly comprised of net-interest expenses of $961 million.
Financial expenses in 2024 were mainly comprised of net-interest expenses of $915 million.
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 the North America segment, see below “—United States Segment”), Europe and International Markets.
Today, our global network of capabilities consists of approximately 34,000 employees across 57 markets. 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, Europe and International Markets.
Our average debt maturity was approximately 5.5 years as of December 31, 2024, compared to 6.0 years as of December 31, 2023. In January 2025, we repaid $426 million of our 6% senior notes at maturity. In January 2025, we repaid $427 million of our 7.13% senior notes at maturity.
Our average debt maturity was approximately 5.6 years as of December 31, 2025, compared to 5.5 years as of December 31, 2024. 2024 Debt Balance and Movements In April 2024, we repaid $956 million of the 6% senior notes at maturity. In October 2024, we repaid $685 million of the 1.13% senior notes at maturity.

… 177 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

10 edited+0 added−1 removed9 unchanged
Biggest changeCurrency (sold) Cross Currency (bought) Net Notional Value Fair Value 2024 Weighted Average Cross Currency Prices or Strike Prices 2024 2023 2024 2023 (U.S. $ in millions) Forward: USD ILS 857 79 7 2 3.69 EUR GBP 646 246 5 (17 ) 0.85 JPY USD 306 179 11 (4 ) 150.05 EUR CHF 300 354 (3 ) (3 ) 0.95 EUR PLN 279 151 3 (1 ) 4.32 EUR USD 236 252 (2 ) (8 ) 1.09 USD INR 179 122 (2 ) (8 ) 83.75 GBP USD 126 58 5 (18 ) 1.28 CHF USD 118 50 5 (2 ) 0.87 USD PLN 117 58 3 1 4.00 CAD USD 116 52 3 (5 ) 1.36 USD SEK 87 * 2 — 10.55 MXN USD 69 * 1 — 18.26 EUR CAD 61 * — — 1.49 Options: EUR USD * 132 — (3 ) — GBP USD * 86 — (2 ) — USD ILS * 68 — (2 ) — CAD USD * * — — — CHF USD * * — (1 ) — * Represents net notional value of less than $50 million. 88 Table of Contents Foreign Subsidiaries Net Assets Under certain market conditions, we may hedge against possible fluctuations in foreign subsidiaries’ net assets (“net investment hedge”).
Biggest changeCurrency (sold) Cross Currency (bought) Net Notional Value Fair Value 2025 Weighted Average Cross Currency Prices or Strike Prices 2025 2024 2025 2024 (U.S. $ in millions) Forward: USD ILS 971 857 64 7 3.40 EUR GBP 538 646 3 5 0.88 USD JPY 277 (306 ) (3 ) 11 150.61 EUR CHF 219 300 (1 ) (3 ) 0.92 PLN USD 135 (117 ) (2 ) 3 3.64 USD CHF 134 (118 ) 3 5 0.79 USD EUR 121 (236 ) — (2 ) 1.18 CAD EUR 88 (61 ) (1 ) — 1.62 RUB USD 88 49 (7 ) 5 92.34 USD INR 71 179 (3 ) (2 ) 87.91 USD HUF 68 (14 ) 1 (1 ) 337.82 MXN USD 63 69 (2 ) 1 18.58 SEK USD 62 87 (1 ) 2 9.32 CAD USD 59 116 1 3 1.36 Foreign Subsidiaries Net Assets Under certain market conditions, we may hedge against possible fluctuations in foreign subsidiaries’ net assets (“net investment hedge”).
The table below presents the net notional and fair values of the financial derivatives entered into as of December 31, 2024 in order to reduce currency exposure arising from our cash flow and balance sheet exposures. The table below presents only currency paired with hedged net notional values exceeding $50 million.
The table below presents the net notional and fair values of the financial derivatives entered into as of December 31, 2025, in order to reduce currency exposure arising from our cash flow and balance sheet exposures. The table below presents only currency paired with hedged net notional values exceeding $50 million.
In some cases, as described below, we have swapped from a fixed to a variable interest rate (“fair value hedge”), from a variable to a fixed interest rate and from a fixed to a fixed interest rate with an exchange from a currency other than the functional currency (“cash flow hedge”), reducing overall interest expenses or hedging risks associated with interest rate fluctuations.
In some cases, we have swapped from a fixed to a variable interest rate (“fair value hedge”), from a variable to a fixed interest rate and from a fixed to a fixed interest rate with an exchange from a currency other than the functional currency (“cash flow hedge”), reducing overall interest expenses or hedging risks associated with interest rate fluctuations.
As of December 31, 2024, all outstanding senior notes, sustainability-linked senior notes and convertible debentures bear a fixed interest rate.
As of December 31, 2025, all outstanding senior notes, sustainability-linked senior notes and convertible debentures bear a fixed interest rate.
In these cases, we may use cross currency swaps and forward contracts. Interest Rate Risk Management We are subject to interest rate risk on our investments and on our borrowings. We manage interest rate risk in the aggregate, while focusing on our immediate and intermediate liquidity needs.
In these cases, we may use cross currency swaps and forward contracts. 86 Table of Contents Interest Rate Risk Management We are subject to interest rate risk on our investments and on our borrowings. We manage interest rate risk in the aggregate, while focusing on our immediate and intermediate liquidity needs.
Cash Flow Exposure Our total revenues were $16,544 million in 2024. Of these revenues, approximately 47% were denominated in currencies other than the U.S. dollar, of which 22% in euros and the rest in other currencies, none of which accounted for more than 3% of total revenues in 2024. In most currencies, we recorded corresponding expenses.
Cash Flow Exposure Our total revenues were $17,258 million in 2025. Of these revenues, approximately 43% were denominated in currencies other than the U.S. dollar, of which 20% in euros and the rest in other currencies, none of which accounted for more than 3% of total revenues in 2025. In most currencies, we recorded corresponding expenses.
As of December 31, 2024, we hedged part of our expected operating results for 2025 in currencies other than the U.S. dollar, primarily the British pound, Canadian dollar, Swiss franc, Swedish krona, Polish zloty, Japanese yen, Chilean peso, Indian rupee and Israeli shekel.
As of December 31, 2025, we hedged part of our expected operating results for 2026 in currencies other than the U.S. dollar, primarily the British pound, Canadian dollar, Swiss franc, Russian ruble, Polish złoty, Indian rupee and Israeli shekel.
Our derivative transactions are executed through global banks. We believe that due to our diversified derivatives portfolio, the credit risk associated with any of these banks is minimal. No derivative instruments are entered into for trading purposes.
Our derivative transactions are executed under International Swaps and Derivatives Association, Inc. (“ISDA”) master agreements with global banks under agreed terms and conditions that mitigate credit risk. We also believe that due to our diversified derivatives portfolio, the credit risk associated with any of these banks is minimal. No derivative instruments are entered into for trading purposes.
To the extent possible, the hedging activity is carried out on a consolidated level. 87 Table of Contents The table below presents exposures exceeding $50 million in absolute values: Net exposure as of December 31, 2024 Liability/Asset (U.S. $ in millions) IL/USD 833 GBP/EUR 647 PLN/EUR 313 USD/JPY 287 CHF/EUR 269 BGN/EUR 202 EUR/RUB 167 INR/USD 149 EUR/USD 101 USD/PLN 82 EUR/CAD 81 USD/MXN 81 USD/CAD 54 Outstanding Foreign Exchange Hedging Transactions As of December 31, 2024, we had outstanding derivatives, primarily forwards and currency option contracts, with a corresponding notional amount of approximately $3.9 billion and $21 million, respectively.
To the extent possible, the hedging activity is carried out on a consolidated level. 85 Table of Contents The table below presents exposures exceeding $50 million in absolute values: Net exposure as of December 31, 2025 Liability/Asset (U.S. $ in millions) ILS/USD 823 GBP/EUR 538 JPY/USD 286 CHF/USD 250 CHF/EUR 219 EUR/USD 216 GBP/USD 101 EUR/CAD 88 USD/MXN 63 HUF/USD 52 USD/PLN 51 Outstanding Foreign Exchange Hedging Transactions As of December 31, 2025 and 2024, we had outstanding derivatives, primarily forwards contracts, with a corresponding notional amount of approximately $3.35 billion and $3.9 billion, respectively.
The table below presents the aggregate outstanding debt by currencies and maturities as of December 31, 2024: Currency Total Amount Interest Rate Ranges 2025 2026 2027 2028 2029 2030 & thereafter (U.S. dollars in millions) Fixed Rate: USD 10,920 3.15 % 8.13 % 427 3,374 1,000 1,250 1,600 3,269 Euro 6,514 1.63 % 7.88 % 945 — 1,873 778 835 2,083 CHF 387 1.00 % 1.00 % 387 — — — — — USD convertible debentures* 23 0.25 % 0.25 % — — — — — — Variable Rate: Total: 17,844 $ 1,759 $ 3,374 $ 2,873 $ 2,028 $ 2,435 $ 5,352 Less debt issuance costs (61 ) Total: $ 17,783 * Classified under short-term debt. 89 Table of Contents http://fasb.org/us-gaap/2024#IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments2026-04-30http://www.tevapharm.com/20241231#IntangibleAssetsImpairmentshttp://fasb.org/us-gaap/2024#OperatingIncomeLosshttp://fasb.org/us-gaap/2024#OperatingIncomeLosshttp://fasb.org/us-gaap/2024#OperatingIncomeLoss2025-12-312026-12-312027-12-312034-12-312035-12-31http://fasb.org/us-gaap/2024#RevenueFromContractWithCustomerExcludingAssessedTaxhttp://fasb.org/us-gaap/2024#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2024#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2024#PropertyPlantAndEquipmentNethttp://fasb.org/us-gaap/2024#PropertyPlantAndEquipmentNethttp://fasb.org/us-gaap/2024#LiabilitiesCurrenthttp://fasb.org/us-gaap/2024#LiabilitiesCurrenthttp://fasb.org/us-gaap/2024#Liabilitieshttp://www.tevapharm.com/20241231#ImpairmentsRestructuringAndOthershttp://www.tevapharm.com/20241231#ImpairmentsRestructuringAndOthershttp://www.tevapharm.com/20241231#ImpairmentsRestructuringAndOthershttp://fasb.org/us-gaap/2024#OtherAssetsCurrenthttp://fasb.org/us-gaap/2024#OtherAssetsCurrenthttp://fasb.org/us-gaap/2024#OtherLiabilitiesCurrenthttp://fasb.org/us-gaap/2024#OtherLiabilitiesCurrent
The table below presents the aggregate outstanding debt by currencies and maturities as of December 31, 2025: Currency Total Amount Interest Rate Ranges 2026 2027 2028 2029 2030 2031 & thereafter (U.S. dollars in millions) Fixed Rate: USD 9,559 3.15 % 8.13 % 1,798 649 1,250 1,398 696 3,768 Euro 7,291 1.63 % 7.88 % — 2,115 880 779 1,762 1,755 USD convertible debentures 23 0.25 % 0.25 % 23 — — — — — Variable Rate: Total: 16,873 $ 1,821 $ 2,764 $ 2,130 $ 2,177 $ 2,458 $ 5,523 Less debt issuance costs (66 ) Total: $ 16,807 87 Table of Contents 2026-04-302026-04-30http://www.tevapharm.com/20251231#IntangibleAssetsImpairmentshttp://fasb.org/us-gaap/2025#OperatingIncomeLosshttp://fasb.org/us-gaap/2025#OperatingIncomeLosshttp://fasb.org/us-gaap/2025#OperatingIncomeLoss2026-12-312027-12-312028-12-312035-12-312036-12-31http://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2025#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2025#PropertyPlantAndEquipmentNethttp://fasb.org/us-gaap/2025#PropertyPlantAndEquipmentNethttp://fasb.org/us-gaap/2025#LiabilitiesCurrenthttp://fasb.org/us-gaap/2025#LiabilitiesCurrenthttp://fasb.org/us-gaap/2025#Liabilitieshttp://www.tevapharm.com/20251231#ImpairmentsRestructuringAndOthershttp://www.tevapharm.com/20251231#ImpairmentsRestructuringAndOthershttp://www.tevapharm.com/20251231#ImpairmentsRestructuringAndOthers
Removed
As of December 31, 2023, we had outstanding derivatives, primarily forwards and currency option contracts, with a corresponding notional amount of approximately $2.5 billion and $0.2 billion, respectively.

Other TEVA 10-K year-over-year comparisons