TEVA 8-K Current Reports

Teva Pharmaceutical Industries 8-K Report, Financial Results (Nov 3, 2026)

Teva Pharmaceutical Industries Limited reported third-quarter 2026 results in a Form 8-K furnished on November 3, 2026 (Exhibit 99.1). Revenues were $4.4 billion ($4,395 million), down 2% year-over-year in both U.S. dollars and local currency, mainly due to lower lenalidomide capsule (generic Revlimid) revenues in the U.S. GAAP operating income was $714 million versus $882 million a year earlier, while non-GAAP operating income rose to $1,393 million from $1,294 million. GAAP diluted EPS was $0.20 and non-GAAP diluted EPS was $0.86, compared with $0.37 and $0.78 in the prior-year quarter. Gross profit margin improved to 55.5% (GAAP) and 58.7% (non-GAAP), driven by a favorable product mix led by AUSTEDO. Teva highlighted growth in its key innovative brands, which together generated approximately $1.1 billion in revenues and grew 33% year-over-year in local currency. The company raised its 2026 revenue outlook for AUSTEDO, AJOVY and UZEDY, and updated its overall 2026 guidance to revenues of $16.7–$17.0 billion and non-GAAP diluted EPS of $1.92–$2.11, including acquired IPR&D charges. The filing also notes the FDA approval of WELTRUZA, the acquisition of BXCL-501, a planned U.S. NYSE direct listing of ordinary shares, the return to investment grade ratings, and the refinancing of approximately $4.9 billion of debt during the quarter. Cash flow from operations was $241 million and free cash flow was $495 million in the quarter. Total debt was $16,718 million at September 30, 2026, against net debt of $12,633 million after $4,085 million of cash. The company also disclosed a $224 million loss on extinguishment of debt, and it discontinued a Phase 2 MSA study of emrusolmin following an interim futility analysis.

Nov 3, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Executive Changes (Oct 29, 2026)

Teva Pharmaceutical Industries Ltd. reported in this Form 8-K, filed October 29, 2026, that its Board of Directors elected Dr. David J. Brailer as a director at a meeting held on October 27, 2026. His service begins November 3, 2026 and runs until Teva's 2027 annual meeting of shareholders. The Board determined that he is independent under the New York Stock Exchange listing rules, and he is expected to serve on the Human Resources and Compensation Committee and the Compliance Committee. Dr. Brailer's background includes serving as Chairman and Chief Executive Officer of medem.ai since 2024, Founder and Executive Chairman of Health Evolution since 2010, and Founder and Managing Partner of Health Evolution Partners since 2007. He was Chief Health Officer of The Cigna Group from 2022 to 2026 and also its Chief Transformation Officer from 2024 to 2026. He previously sat on the boards of Prolacta Bioscience, Inc. (2012 to 2023) and Walgreens Boots Alliance, Inc. (2012 to 2021). He has declared in writing that he has the required skills, expertise and time to serve as a director under the Israeli Companies Law, 5759-1999. The filing states that Dr. Brailer will receive the same compensation as Teva's other non-executive directors, as described in the proxy statement filed March 31, 2026. It also reports no arrangements or understandings under which he was elected, no material interest in a related party transaction requiring disclosure under Item 404(a) of Regulation S-K, and no family relationships with any director or executive officer.

Oct 29, 2026 8-K

Teva Pharmaceutical Industries 8-K Report, Material Agreement (Sep 16, 2026)

On September 16, 2026, Teva Pharmaceutical Industries Limited's wholly owned subsidiaries Teva Pharmaceutical Finance Netherlands II B.V., III B.V. and IV B.V. issued a combined set of senior notes, all guaranteed on a senior unsecured basis by the Company. The Euro notes are €1,000,000,000 of 4.250% Senior Notes due 2033 and €500,000,000 of 4.625% Senior Notes due 2036. The USD notes are $1,000,000,000 of 5.500% Senior Notes due 2034, $1,000,000,000 of 5.750% Senior Notes due 2037, and $1,200,000,000 of 5.250% Senior Notes due 2032. Teva states it will use the net proceeds to fund conditional redemptions of certain existing sustainability-linked and other senior notes, to pay related fees and expenses, and, to the extent of any remaining proceeds, for general corporate purposes, including repayment of debt at maturity, tender offer or earlier redemption. The redemptions covered include all outstanding 6.750% Senior Notes due 2028, all outstanding 7.875% and 7.375% Sustainability-Linked Senior Notes due 2029, up to $450,000,000 of 4.750% Sustainability-Linked Senior Notes due 2027, and up to €1,150,000,000 of 4.375% Sustainability-Linked Senior Notes due 2030 (reduced from €1,250,000,000 by a notice dated September 10, 2026), along with all 8.125% USD Sustainability-Linked Senior Notes due 2031. Teva may issue further redemption notices in its discretion. The Indentures contain customary investor protections, including a change of control repurchase offer at 101% of principal, limits on liens and sale-leaseback transactions, restrictions on mergers and asset sales, and customary events of default. The notes were issued under the Company's effective Form S-3ASR shelf registration.

Sep 16, 2026 8-K

Other Events

Teva Pharmaceutical Industries 8-K Report, Corporate Update (Sep 14, 2026)

Teva Pharmaceutical Industries Ltd. filed this Current Report on Form 8-K under Item 8.01 (Other Events, captioned Results of Operations and Financial Condition) to announce a change in how its shares trade in the United States. On September 14, 2026, the company began trading its ordinary shares on the New York Stock Exchange in place of its American depositary shares (ADSs), under the same ticker symbol, "TEVA", that the ADSs previously used. On the same date, the Company's ADS program terminated, and each ADS was exchanged for one ordinary share. The filing states that the ordinary shares continue to trade on the Tel Aviv Stock Exchange under the same symbol, "TEVA". The filing contains no financial results, guidance, or other financial figures. Its significance for investors is structural: the holding unit changes from an ADS to one ordinary share, with the ticker and listing venue in the U.S. unchanged. Additional information is directed to the investor relations section of the company's website, ir.tevapharm.com.

Sep 14, 2026 8-K

Regulation FDOther EventsExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Regulation FD Disclosure (Sep 11, 2026)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported in this Form 8-K, filed September 11, 2026, that it priced approximately $4.9 billion (equivalent) of senior notes across five tranches, issued by three Dutch subsidiaries (Teva Pharmaceutical Finance Netherlands II, III and IV B.V.) and fully and unconditionally guaranteed on a senior unsecured basis by Teva. The offering comprises €1,000,000,000 of 4.250% notes due 2033, €500,000,000 of 4.625% notes due 2036, $1,000,000,000 of 5.500% notes due 2034, $1,000,000,000 of 5.750% notes due 2037, and $1,200,000,000 of 5.250% notes due 2032. Settlement is expected on or about September 16, 2026. The underwriting agreement is dated September 9, 2026, and the offering was made under the company's effective automatic shelf registration statement on Form S-3. According to the press release, Teva expects to use the net proceeds, together with cash on hand, to fund conditional redemptions of certain existing notes, pay related fees and expenses, and, to the extent of any remaining proceeds, for general corporate purposes, including repaying debt at maturity or through tender offer or early redemption. The conditional redemption targets include all outstanding 6.750% Senior Notes due 2028, all outstanding 7.875% and 7.375% Sustainability-Linked Senior Notes due 2029, up to $450 million of 4.750% Sustainability-Linked Senior Notes due 2027, and up to €1.25 billion of 4.375% Sustainability-Linked Senior Notes due 2030, which the company expects to reduce to €1.15 billion. Teva also expects to redeem all of its 8.125% USD Sustainability-Linked Senior Notes due 2031. The filing notes that the redemptions are conditional and the company is under no obligation to proceed with them beyond the notices issued. The pricing prices were stated as a percentage of principal: 98.756% (2033 Euro Notes), 98.327% (2036 Euro Notes), 98.659% (2034 USD Notes), 98.520% (2037 USD Notes) and 98.993% (2032 USD Notes). The filing's cautionary language flags risks including completion of the offering and redemptions, the company's significant indebtedness, and the possible need to raise additional funds on acceptable terms. The press release is furnished under Item 7.01, and the underwriting agreement is filed as Exhibit 1.1.

Sep 11, 2026 8-K

Shareholder MattersExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Rights Modification (Sep 3, 2026)

On September 3, 2026, Teva Pharmaceutical Industries Ltd. filed a Current Report on Form 8-K disclosing a material modification to the rights of its American depositary share (ADS) holders under Item 3.03. On August 31, 2026, the company executed Amendment No. 1 to the Second Amended and Restated Deposit Agreement, dated December 4, 2018, among the company, Citibank, N.A., as depositary, and all ADS holders and beneficial owners. The amendment also updated the form of American depositary receipt (ADR). Each ADS represents one of the company's ordinary shares, par value NIS 0.10 per share. The amendment supports the company's previously disclosed plan to list its ordinary shares on the New York Stock Exchange (NYSE) and terminate its ADS program. The company first disclosed this intent in its Quarterly Report on Form 10-Q filed July 29, 2026, and instructed the depositary to terminate the program. Amendment No. 1 creates a mechanism for the mandatory exchange of ADSs for ordinary shares, with each ADS exchanged for one ordinary share. The ADS program termination is expected to take effect at the open of business in New York on September 14, 2026. From that time, all outstanding ADSs will be cancelled in exchange for an equal number of economically equivalent NYSE-listed ordinary shares. The filing incorporates Amendment No. 1 (Exhibit 4.1) and the form of ADR (Exhibit 4.2) by reference, and includes the cover page interactive data file (Exhibit 104).

Sep 3, 2026 8-K

Other EventsExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Corporate Update (Sep 3, 2026)

Teva Pharmaceutical Industries Limited filed this Form 8-K to recast its historical segment information, as set out in its Annual Report on Form 10-K for the year ended December 31, 2025, filed February 3, 2026. The change moves Anda, the company's U.S. distribution business, out of the United States segment and into Other Activities, effective January 1, 2026. Management says this lets the United States segment manage its entire product portfolio in the region while strengthening focus on its biopharmaceutical business, growth engines and innovation. The recast was applied to the quarter ended March 31, 2026. The filing states that it is not an amendment or restatement. Consolidated balance sheets, statements of income (loss), comprehensive income (loss), changes in equity and cash flows are unchanged. The filing also says it does not update the original report for later events, so it should be read together with the original 10-K and the Forms 10-Q for the quarters ended March 31, 2026 and June 30, 2026. According to the recast Item 7 discussion, the United States segment generated 2025 revenues of $7.69 billion and segment profit of $3.31 billion, with prior-period amounts recast. Total 2025 revenues were $17,258 million, up 4% in U.S. dollars. Investors should treat the change as a presentation update that affects segment comparability rather than a change in reported consolidated results.

Sep 3, 2026 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Jul 29, 2026)

Teva Pharmaceutical Industries Limited reported second-quarter 2026 results, with revenues of $4,142 million, down 1% in U.S. dollars and 3% in local currency year-over-year, mainly due to lower generics revenues, particularly lenalidomide capsules in the U.S. Key innovative brands AUSTEDO, AJOVY and UZEDY collectively generated over $1 billion in revenues, growing 43% year-over-year in local currency, and Teva raised its 2026 revenue outlook for all three. The company recorded a GAAP net loss attributable to Teva of $576 million, or $0.49 per share, driven by $724 million of acquired IPR&D related to the acquisition of Emalex Biosciences and its ecopipam (EBS-101) asset, which was acquired for approximately $700 million in cash. Non-GAAP diluted EPS was $0.02, including a ($0.61) per share impact from the Emalex acquisition. Teva's 2026 outlook calls for revenues of $16.5 to $16.85 billion, non-GAAP operating income of $3.8 to $4.0 billion, and free cash flow of $2.0 to $2.4 billion, with earnings and cash flow guidance maintained while the revenue outlook was raised for the innovative brands. Second-quarter free cash flow was $622 million, and total debt was $16,593 million at June 30, 2026, with the short-term portion rising to 27% of total debt. The filing also announces that the company will replace its American Depositary Share program with a direct listing of its ordinary shares on the NYSE, with trading beginning September 14, 2026.

Jul 29, 2026 8-K

Earnings & ResultsRegulation FDExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Shareholder Vote Results (May 28, 2026)

Teva Pharmaceutical Industries Limited reported the results of its Annual Meeting of shareholders, held on May 28, 2026, in this Item 5.07 filing. Shareholders elected Dr. Sol J. Barer to the Board to serve until Teva's 2029 annual meeting. The filing reports 627,816,662 votes for, 245,921,571 against, 530,682 abstentions and 50,661,570 broker non-votes for his election. Shareholders also approved, on a non-binding advisory basis, the compensation of Teva's named executive officers as disclosed in the proxy statement. That proposal received 795,976,042 votes for, 77,082,847 against, 1,170,026 abstentions and 50,661,570 broker non-votes. The advisory vote favored approval, though the filing reports against votes of 77,082,847. Finally, shareholders approved the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as Teva's independent registered public accounting firm until the 2027 annual meeting. That proposal received 880,542,242 votes for, 36,085,507 against, 525,382 abstentions and no broker non-votes.

May 28, 2026 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Apr 29, 2026)

Teva Pharmaceutical Industries Ltd. reported first-quarter 2026 revenues of $3,982 million, up 2% in U.S. dollars and down 3% in local currency year over year. Growth in innovative brands offset lower generics revenue, which decreased 16% in local currency, mainly due to lenalidomide capsules facing increased U.S. generic competition. AUSTEDO, AJOVY and UZEDY collectively grew 41% in local currency to $838 million. Operating income rose to $652 million from $519 million, while non-GAAP operating income was $956 million, a 24.0% margin compared with 24.3% a year earlier. GAAP diluted EPS was $0.31 (versus $0.18), and non-GAAP diluted EPS was $0.53 (versus $0.52). Cash flow used in operating activities was $40 million, and free cash flow was $188 million, compared with $107 million a year earlier. Total debt was $16,627 million and net debt was $12,886 million as of March 31, 2026. Financial leverage was 67%, compared with 68% at December 31, 2025. Teva also announced a definitive agreement to acquire Emalex Biosciences, whose lead asset is ecopipam for pediatric Tourette syndrome. Teva will pay $700 million in cash at closing, plus up to $200 million in commercial milestones and royalties, with closing anticipated by the third quarter of 2026. The company maintained its 2026 revenue outlook of $16.4 to $16.8 billion but updated non-GAAP operating income to $3.80 to $4.0 billion and non-GAAP diluted EPS to $1.91 to $2.11, reflecting an expected $700 million IPR&D charge. Teva's Board also instructed management to plan a share repurchase program, subject to Board approval and other factors.

Apr 29, 2026 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Jan 28, 2026)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported full-year and fourth-quarter 2025 results, furnished under Item 2.02 via Exhibit 99.1. Revenues for 2025 were $17.26 billion, up 4% in U.S. dollars and 3% in local currency, marking the company's third consecutive year of growth. Key innovative brands AUSTEDO, AJOVY and UZEDY collectively exceeded $3 billion in 2025 revenues, and fourth-quarter 2025 was the first quarter they delivered about $1 billion. Fourth-quarter revenues were $4.71 billion, boosted by $500 million of development milestone payments tied to the initiation of Phase 3 studies for duvakitug (anti-TL1A). Full-year GAAP operating income was $2.16 billion versus an operating loss of $303 million in 2024, while non-GAAP operating income was $4.91 billion, or 28.4% of revenues. GAAP diluted EPS was $1.21 and non-GAAP diluted EPS was $2.93. Free cash flow was $2.40 billion for 2025. Debt declined to $16.81 billion at December 31, 2025 from $17.78 billion, and net debt fell to $13.25 billion from $14.48 billion. The company points to a credit rating upgrade by one level at three agencies during 2025. For 2026, Teva guided to revenues of $16.4 to $16.8 billion, non-GAAP operating income of $4.55 to $4.8 billion, non-GAAP diluted EPS of $2.57 to $2.77, and free cash flow of $2.0 to $2.4 billion. The filing also notes that Anda will move out of the U.S. segment into Other Activities starting January 1, 2026, and that the olanzapine LAI NDA was submitted to the FDA in December 2025.

Jan 28, 2026 8-K

Material AgreementsFinancial EventsExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Financial Results (Jan 12, 2026)

Teva Pharmaceutical Industries Ltd. furnished this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to announce its expected 2025 financial performance and to preview its outlook ahead of its presentation at the 44th Annual J.P. Morgan Healthcare Conference on January 13, 2026. The accompanying press release (Exhibit 99.1), dated January 11, 2026, frames the presentation around the company's "Pivot to Growth" strategy, highlighting AUSTEDO, AJOVY and UZEDY as key innovative brands and a pipeline that includes olanzapine LAI, DARI (ICS/SABA), duvakitug (anti-TL1A), emrusolmin and anti-IL-15. The expected 2025 performance is presented against the company's prior outlook, with most metrics described as landing at the lower end, midpoint or higher end of their ranges, excluding duvakitug milestones. Expected 2025 GAAP revenues are $16.8 to $17.0 billion, adjusted EBITDA is $4.8 to $5.0 billion, diluted EPS is $2.55 to $2.65, and free cash flow is $1.6 to $1.9 billion, with net leverage of approximately 2.5x to 2.9x. The filing also states additional contributions from expected duvakitug milestones of about $500 million to revenues and about $500 million to free cash flow, along with approximately $400 million to $430 million to adjusted EBITDA. For 2026, the company guides to flat to slightly down GAAP revenues versus 2025, growing operating profit, growing adjusted EBITDA and growing free cash flow, with net leverage of approximately 2.0x to 2.2x. Its path to 2027 targets includes low-single-digit revenue growth, a 30% operating margin, free cash flow above $2.7 billion and net leverage below 2x. Longer-term 2030 targets include mid-single-digit revenue CAGR, operating margin above 30%, free cash flow above $3.5 billion and net leverage below 2x. Cumulative transformation program savings are expected to be approximately $450 million to $500 million in 2026 and about $700 million by 2027. The release states the company is committed to disciplined capital allocation and to securing an investment-grade credit rating.

Jan 12, 2026 8-K

Teva Pharmaceutical Industries 8-K Report, Material Agreement (Dec 11, 2025)

Teva Pharmaceutical Industries Limited reported in this Form 8-K, filed December 11, 2025, that on December 10, 2025 it obtained lender consent to extend the stated maturity of its Revolving Facility Agreement from April 29, 2027 to April 29, 2028. The extension is the second of two one-year extensions the company may request under the Senior Unsecured Sustainability-Linked Revolving Credit Agreement dated April 29, 2022, with Bank of America, N.A. as administrative agent. The Third Amendment also changes the financial covenants. The maximum permitted leverage ratio is 4.25x for Q4 2025 and thereafter, subject to certain increases if the company consummates or commences specified material transactions. If Teva obtains Investment Grade Status and no Event of Default is continuing, the company and its subsidiaries will no longer be subject to the maximum leverage ratio or the minimum interest cover ratio covenants. If Investment Grade Status is lost or an Event of Default occurs, those covenants are reinstated and apply to future testing dates. The filing incorporates the amendment as Exhibit 10.1 and states that the representations, warranties and covenants in it were made solely for the contracting parties and should not be relied on by investors as statements of the actual state of facts.

Dec 11, 2025 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Nov 5, 2025)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) furnished its third-quarter 2025 results under Item 2.02 of this Form 8-K, attaching press release Exhibit 99.1 dated November 5, 2025. Revenues were $4,480 million, up 3% in U.S. dollars and 1% in local currency, with the United States segment up 12% and the Europe and International Markets segments each down 10% in local currency. GAAP diluted EPS was $0.37 and non-GAAP diluted EPS was $0.78, with non-GAAP operating margin of 28.9%. Operating cash flow was $369 million and free cash flow was $515 million. Debt was $16,790 million at September 30, 2025, down from $17,783 million at December 31, 2024. Growth came mainly from the innovative brands. AUSTEDO global revenues were $618 million, up 38% in local currency, and Teva raised its 2025 AUSTEDO revenue outlook by $50 million to $100 million, to $2,050 million to $2,150 million. AJOVY and UZEDY outlooks were reaffirmed. Teva also updated its full-year 2025 outlook: revenues are now $16.8 billion to $17.0 billion, non-GAAP operating income is $4.4 billion to $4.6 billion, and non-GAAP diluted EPS is $2.55 to $2.65, while free cash flow of $1.6 billion to $1.9 billion is unchanged. The outlook excludes Japan BV after Q1 2025 and anticipated Sanofi development milestone payments tied to duvakitug. On the corporate side, exclusive discussions with a selected buyer for the API business have terminated, and Teva is initiating a renewed sales process while maintaining its intention to divest. Teva also reiterated its target of a 30% non-GAAP operating margin by 2027 and about $700 million of net savings from its Transformation programs. The company noted that the IRA price-setting for AUSTEDO will take effect January 1, 2027.

Nov 5, 2025 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Jul 30, 2025)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported its second-quarter 2025 results on July 30, 2025 (Exhibit 99.1, a press release, furnished under Item 2.02). Revenues were $4,176 million, flat in U.S. dollars and down 1% in local currency. GAAP net income attributable to Teva was $282 million, or $0.24 per diluted share, and non-GAAP diluted EPS was $0.66, up $0.05 year-over-year. Operating income was $455 million, and non-GAAP operating income was $1,133 million, a non-GAAP operating margin of 27.1%. Operating cash flow was $227 million and free cash flow was $476 million. Teva said its key innovative products (AUSTEDO, AJOVY and UZEDY) grew about 26% in local currency and raised their 2025 revenue outlook, while the generics business was described as stable. The company raised its 2025 outlook for AUSTEDO to $2,000-2,050 million, AJOVY to $630-640 million and UZEDY to $190-200 million, and its non-GAAP diluted EPS outlook to $2.50-2.65 (up $0.05 at the low end). It reaffirmed revenues of $16.8-17.2 billion, non-GAAP operating income of $4.3-4.6 billion, adjusted EBITDA of $4.7-5.0 billion and free cash flow of $1.6-1.9 billion. The revised outlook excludes the Japan business venture after Q1 and the expected Sanofi milestone payments tied to duvakitug, and it does not reflect possible pharmaceutical tariffs. The company is pursuing its Pivot to Growth strategy and targets a 30% operating margin by 2027. Its Teva Transformation programs are expected to deliver about $700 million of net savings through 2027, including about $70 million in 2025. Teva is also working to sell its API business, which it classified as held for sale on December 31, 2024, and total debt was $17,227 million as of June 30, 2025, down from $17,783 million at December 31, 2024.

Jul 30, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Shareholder Vote Results (Jun 5, 2025)

Teva Pharmaceutical Industries Limited held its Annual Meeting on June 5, 2025, and shareholders voted on the matters reported in this Item 5.07 filing. Shareholders elected Chen Lichtenstein to the Board until the 2027 annual meeting, and elected Amir Elstein, Roberto A. Mignone, Dr. Perry D. Nisen and Dr. Tal Zaks to terms ending at the 2028 annual meeting. The filing reports 61,943,377 broker non-votes on each director and proposal, and the Amir Elstein vote drew the largest 'Against' count among the director nominees at 172,959,185. Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 688,836,027 votes for, 99,207,637 against and 14,771,995 abstaining. They also approved an amended Compensation Policy covering the terms of office and employment of Executive Officers and Directors, with a total of 710,166,047 votes for, 90,789,456 against and 1,860,153 abstaining. The filing further reports approval of an amendment to the terms of office and employment of the President and Chief Executive Officer (723,482,261 for, 77,535,212 against), an amendment to non-employee Director compensation (773,824,912 for, 27,111,172 against), and an amendment to compensation for the non-executive Chairman of the Board (772,020,910 for, 29,129,637 against). Shareholders also approved the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as independent registered public accounting firm until the 2026 annual meeting, with 820,210,234 votes for, 35,027,740 against and 3,504,417 abstaining. The filing reports only these voting outcomes and does not describe further corporate actions.

Jun 5, 2025 8-K

Teva Pharmaceutical Industries 8-K Report, Material Agreement (May 28, 2025)

On May 28, 2025, Teva Pharmaceutical Industries Limited (TEVA) disclosed that three wholly owned Dutch subsidiaries issued senior unsecured notes totaling €1.0 billion and $1.2 billion across three series: €1,000,000,000 of 4.125% Senior Notes due 2031 issued by Teva Pharmaceutical Finance Netherlands II B.V., $500,000,000 of 6.000% Senior Notes due 2032 issued by Teva Pharmaceutical Finance Netherlands III B.V., and $700 million of 5.750% Senior Notes due 2030 issued by Teva Pharmaceutical Finance Netherlands IV B.V. The Company fully and unconditionally guarantees the notes on a senior unsecured basis. The filing states that the net proceeds are intended to fund a tender offer with a maximum combined aggregate purchase price (excluding accrued interest) of up to $2,250,000,000 (equivalent), upsized from a previously announced cap of $2,000,000,000, with any remaining proceeds used to pay fees and expenses and to repay outstanding debt at maturity, through the tender offer, or on earlier redemption. The indentures contain customary terms for investment-grade style debt. They restrict the Company and its subsidiaries from creating certain liens and entering into sale-leaseback transactions, and restrict the issuers and the Company from merging or selling all or substantially all assets, subject to exceptions. Events of default include nonpayment, covenant breaches, cross-acceleration of certain other indebtedness, failure of the guarantee to be enforceable, and bankruptcy or insolvency events. The USD notes are redeemable before the three-month pre-maturity window at the greater of par or a make-whole amount based on the Treasury Rate plus 50 basis points, and the Euro notes at the greater of par or a make-whole based on a Reinvestment Rate. Each series may be redeemed at par plus accrued interest in the three months before maturity. The offering was registered under the Company's Form S-3ASR (File No. 333-284770) filed February 7, 2025, and was made under a preliminary prospectus supplement dated May 19, 2025 and a free writing prospectus dated May 20, 2025. The filing also lists legal opinions from Israeli, New York, and Dutch counsel and identifies the indentures and forms of notes as exhibits.

May 28, 2025 8-K

Regulation FDOther EventsExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Regulation FD Disclosure (May 22, 2025)

On May 20, 2025, Teva Pharmaceutical Industries Limited (the "Company") priced a senior notes offering of approximately $2.3 billion (equivalent) after upsizing it from an initially announced $2.0 billion (equivalent). The offering comprised €1,000,000,000 of 4.125% Senior Notes due 2031 issued by Teva Pharmaceutical Finance Netherlands II B.V., $500,000,000 of 6.000% Senior Notes due 2032 issued by Teva Pharmaceutical Finance Netherlands III B.V., and $700,000,000 of 5.750% Senior Notes due 2030 issued by Teva Pharmaceutical Finance Netherlands IV B.V. The Company guarantees the notes on a senior unsecured basis. The Euro Notes were priced at 99.349%, the 2032 USD Notes at 99.256%, and the 2030 USD Notes at 99.418% of principal amount. Settlement is expected on or about May 28, 2025. The Company said it expects to use the net proceeds to fund cash tender offers for six outstanding series of its senior notes: the 3.150% notes due 2026, the 4.750% and 3.750% Sustainability-Linked notes due 2027, the 7.875% and 7.375% Sustainability-Linked notes due 2029, and the 8.125% Sustainability-Linked notes due 2031. Proceeds will also cover fees and expenses and, to the extent of any remaining proceeds, the repayment of outstanding debt at maturity, through tender offer, or on earlier redemption. The settlement of the notes will satisfy the financing condition to the tender offer. The offering was registered under the Company's automatic shelf registration statement on Form S-3ASR filed February 7, 2025, and made by prospectus supplement dated May 19, 2025. The Underwriting Agreement, dated May 20, 2025, includes customary representations, warranties, covenants, and indemnification provisions. The press release's forward-looking statements cite risks including completion of the offering and tender offer, the Company's substantial indebtedness, and the possibility of further credit rating downgrades.

May 22, 2025 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (May 7, 2025)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported first-quarter 2025 results for the period ended March 31, 2025, furnished under Item 2.02 of this Form 8-K as Exhibit 99.1. Revenues were $3,891 million, up 2% in U.S. dollars and 5% in local currency, and the company described this as its ninth consecutive quarter of revenue growth excluding Sanofi collaboration revenues. GAAP operating income was $519 million versus an operating loss of $218 million a year earlier, while non-GAAP operating income was $946 million, a 24.3% non-GAAP operating margin. GAAP diluted EPS was $0.18 and non-GAAP diluted EPS was $0.52, compared with $0.48 in the prior-year quarter. Cash flow used in operating activities was $105 million and free cash flow was $107 million. Total debt fell to $16,651 million from $17,783 million at December 31, 2024, mainly due to repayment at maturity of $1,368 million of senior notes. The company revised its 2025 outlook: non-GAAP diluted EPS is now $2.45 to $2.65, and the AUSTEDO revenue outlook was raised to $1.95 to $2.05 billion. The revised outlook excludes contributions from the Japan business venture, which was divested on March 31, 2025, and from Sanofi development milestone payments tied to duvakitug. Teva also said it expects roughly $700 million of net savings by 2027 and continues to pursue a sale of its API business, which is classified as held for sale. Segment results were mixed. United States segment profit rose 52% to $532 million on higher AUSTEDO sales and a gross margin of 55.4%. Europe segment profit fell 22% to $329 million, and International Markets profit fell 17% to $97 million. The filing notes that current U.S. tariffs are expected to have an immaterial impact and are absorbed in the updated outlook.

May 7, 2025 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Jan 29, 2025)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported full-year 2024 revenues of $16,544 million, an increase of 4% in U.S. dollars and 6% in local currency compared to 2023, driven by generic products across all segments, AUSTEDO, UZEDY and AJOVY, partially offset by an upfront payment of $500 million received in 2023 tied to the duvakitug (anti-TL1A) collaboration. The company reported a GAAP net loss attributable to Teva of $1,639 million, or $1.45 per share, compared with a loss of $559 million, or $0.50 per share, in 2023, largely due to higher income taxes and higher operating loss. Non-GAAP diluted EPS was $2.49 versus $2.56 in 2023, and adjusted EBITDA was $4,781 million versus $4,818 million. Full-year free cash flow was $2,068 million, and total debt declined to $17,783 million from $19,833 million. For the fourth quarter, revenues were $4,229 million, a decrease of 5% in both U.S. dollars and local currency, mainly reflecting the 2023 duvakitug upfront payment. The GAAP net loss attributable to Teva was $217 million ($0.19 per share), including goodwill impairment of $280 million related to the API reporting unit, while non-GAAP diluted EPS was $0.71. The company stated it continues to pursue a sale of its API business, which was classified as held for sale on December 31, 2024, and that it expects to sell its business venture in Japan with a closing date of April 1, 2025. Management guided 2025 revenues of $16.8 to $17.4 billion, non-GAAP diluted EPS of $2.35 to $2.65, and free cash flow of $1.6 to $1.9 billion. The outlook assumes a full-year contribution from the API business and the Japan venture and excludes potential milestone payments from Sanofi tied to the Phase 3 start of duvakitug.

Jan 29, 2025 8-K

Teva Pharmaceutical Industries 8-K Report, Executive Changes (Nov 12, 2024)

Teva Pharmaceutical Industries Ltd. reported in this Form 8-K, filed November 12, 2024, that its Board of Directors elected Mr. Chen Lichtenstein as a member of the Board, effective December 1, 2024, serving until Teva's 2025 annual meeting of shareholders. The Board determined that Mr. Lichtenstein qualifies as an independent director under New York Stock Exchange listing rules. The filing is a Item 5.02 notice of a board appointment, so it contains no financial results or guidance. Mr. Lichtenstein's background includes serving as Chief Financial Officer of Syngenta Group Ltd. from 2020 to 2023, where he was responsible for strategy, integration and productivity of the group. Earlier roles include President and Chief Executive Officer of ADAMA Ltd. from 2014 to 2020, President and Chief Executive Officer of China National Agrochemical Corporation from 2013 to 2014, and various executive roles at Goldman Sachs Group Inc. from 1999 to 2006. He will receive the same compensation as Teva's other non-executive directors, as described in the proxy statement filed April 16, 2024. The filing states that Mr. Lichtenstein has declared in writing that he has the required skills, expertise and time to serve as a director under the Israeli Companies Law, and that he has no material interest in any related party transaction requiring disclosure under Item 404(a) of Regulation S-K. No arrangements or family relationships with other directors or executive officers are reported.

Nov 12, 2024 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Nov 6, 2024)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported third-quarter 2024 results on November 6, 2024, furnishing its press release as Exhibit 99.1 under Item 2.02. Revenues were $4,332 million, up 13% in U.S. dollars and 15% in local currency versus Q3 2023. The company posted a GAAP operating loss of $51 million and a GAAP net loss attributable to Teva of $437 million, or $0.39 per share, driven mainly by a $600 million goodwill impairment tied to its API reporting unit and $450 million in legal settlements and loss contingencies, including a $350 million provision related to a European Commission antitrust decision on COPAXONE. Non-GAAP diluted EPS was $0.69, and non-GAAP operating income was $1,214 million, a 28.0% margin. Cash flow from operating activities was $693 million and free cash flow was $922 million for the quarter. Total debt was $18,980 million at September 30, 2024, down from $19,833 million at December 31, 2023, following repayment at maturity of $956 million of 6% senior notes. Growth was led by the U.S. segment, where revenues rose 17% to $2,225 million, with generic products up 30% and AUSTEDO up 28% to $435 million. Teva raised its full-year 2024 outlook: revenues of $16.1 to $16.5 billion, operating income of $4.2 to $4.5 billion, Adjusted EBITDA of $4.7 to $5.0 billion, and non-GAAP diluted EPS of $2.40 to $2.50. The company also reaffirmed its intention to divest its API business, targeting completion in the first half of 2025.

Nov 6, 2024 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Jul 31, 2024)

Teva Pharmaceutical Industries Ltd. reported second-quarter 2024 results on July 31, 2024, in a press release furnished as Exhibit 99.1. Revenues were $4,164 million, up 7% in U.S. dollars and 11% in local currency compared to Q2 2023. The company cited growth in generic products across all regions and in AUSTEDO, whose U.S. revenue reached $407 million, up 32%. GAAP operating loss narrowed to $5 million from $654 million a year earlier, largely because of lower legal settlement charges and a lower goodwill impairment. GAAP net loss attributable to Teva was $846 million, or $0.75 per share, compared with $872 million, or $0.78 per share, in Q2 2023. Non-GAAP diluted EPS was $0.61, versus $0.56 a year earlier. GAAP results were weighed down by a tax expense of $630 million on a pre-tax loss of $246 million. The filing states that a settlement agreement with the Israeli Tax Authorities increased total income taxes by $506 million in the quarter. Operating cash flow was $103 million and free cash flow was $324 million, both lower than in Q2 2023, mainly due to working capital changes and higher tax payments. Debt fell to $18,640 million from $19,833 million at year-end 2023, following repayment of $956 million of 6% senior notes. Teva raised its full-year 2024 outlook. Revenue guidance is now $16.0-$16.4 billion, up from $15.7-$16.3 billion. AUSTEDO revenue is now expected at about $1.6 billion, Adjusted EBITDA at $4.6-$5.0 billion, and non-GAAP diluted EPS at $2.30-$2.50, up from $2.20-$2.50. The company also said it accelerated the duvakitug (Anti-TL1A) development timeline, with top-line results now expected in Q4 2024.

Jul 31, 2024 8-K

Material Agreements

Teva Pharmaceutical Industries 8-K Report, Material Agreement (Jun 25, 2024)

Teva Pharmaceutical Industries Limited entered into an agreement on June 23, 2024 with the Israeli Tax Authorities (ITA) to settle certain litigation over taxes payable for its taxable years 2008 through 2020. Under the agreement, Teva will pay a total of approximately $750 million to the ITA over 2024 through 2029. The company may prepay, and payments over time are subject to interest and inflation adjustment. The total comprises approximately $500 million in corporate taxes on historical earnings previously considered exempt under the Encouragement for Capital Investment Law, and approximately $250 million in corporate taxes on other disputed tax issues for the same years. The agreement also includes a forward-looking obligation: if Teva pays dividends on, or repurchases, its equity interests, it will pay an additional 5%-7% of the amount of such dividends or repurchases in corporate taxes, up to a maximum of approximately $500 million. This linkage means shareholder distributions would carry an incremental tax cost beyond the fixed settlement payments. The filing describes the agreement under Item 1.01 (Entry into a Material Definitive Agreement). The filing states that a full English summary of the agreement will be filed with the company's Form 10-Q for the quarter ending June 30, 2024.

Jun 25, 2024 8-K

Leadership ChangesRegulation FDExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Shareholder Vote Results (Jun 6, 2024)

Teva Pharmaceutical Industries Limited held its Annual Meeting of shareholders on June 6, 2024, and this Form 8-K reports the voting results on four matters. Shareholders elected Prof. Varda Shalev to the Board for a term ending at the 2026 annual meeting, and elected Rosemary A. Crane, Gerald M. Lieberman and Prof. Ronit Satchi-Fainaro to terms ending at the 2027 annual meeting. Each director received more votes For than Against, though Rosemary A. Crane's Against count of 181,995,022 was substantial. Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 571,822,049 votes For, 120,609,632 Against and 3,493,266 Abstaining. On the frequency of future say-on-pay votes, 536,980,720 shares favored one year, 593,460 favored two years and 104,041,544 favored three years. Based on these results, the Board determined that the advisory say-on-pay vote will be held annually. Shareholders also approved the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as independent registered public accounting firm until the 2025 annual meeting, with 731,150,255 votes For, 30,335,560 Against and 5,096,971 Abstaining. Each proposal reported 77,433,361 broker non-votes, except the auditor appointment, which reported none.

Jun 6, 2024 8-K

Teva Pharmaceutical Industries 8-K Report, Executive Changes (May 15, 2024)

On May 15, 2024, Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) announced that Eric Drapé, Executive Vice President, Global Operations, will leave the company, remaining in his role until June 3, 2024. Matthew Shields has been appointed as his successor, effective June 3, 2024, as Executive Vice President, Global Operations and a member of Teva Executive Management. Shields will be based at Teva's U.S. headquarters and will report directly to President and CEO Richard Francis. The press release describes Teva Global Operations (TGO) as the company's manufacturing and supply division. Shields, age 50, has more than 25 years of experience in the biopharmaceutical and animal health industries, most recently as Senior Vice President for Manufacturing at Merck Animal Health, which he joined in 2020. Earlier roles include senior positions at Sanofi from 2017 to 2020 and at Amgen from 2000 to 2017. The filing discloses his compensation: an initial base salary of $825,000, eligibility for an annual cash incentive with a target equal to 100% of base salary, equity-based award eligibility, and a $200,000 sign-on cash award plus relocation benefits. Severance upon termination by Teva (other than for gross or willful misconduct) equals nine times his monthly base salary, plus continued medical insurance costs for 18 months and a nine-month non-compete indemnity equal to nine times his monthly base salary. If he is terminated within one year following certain change-of-control transactions, he would receive an additional $1.5 million lump sum. The filing also states that Teva's press release describes Drapé's tenure as having standardized processes, increased agility and improved the operating margin of the TGO organization. The 8-K is furnished under Item 7.01 and is not deemed filed for purposes of Section 18 of the Exchange Act.

May 15, 2024 8-K

Regulation FDExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Financial Results (May 8, 2024)

Teva Pharmaceutical Industries Ltd. reported first-quarter 2024 results in a press release furnished as Exhibit 99.1 to this Form 8-K. Revenues were $3,819 million, up 4% in U.S. dollars and 5% in local currency compared with Q1 2023, driven by generics across all segments, AUSTEDO and AJOVY. GAAP operating loss was $218 million and GAAP net loss attributable to Teva was $139 million, or $0.12 per share. Non-GAAP operating income was $892 million (23.4% margin) and non-GAAP diluted EPS was $0.48. Results were affected by a $577 million impairment tied to classifying a business in the International Markets segment as held for sale. Cash flow used in operating activities was $124 million and free cash flow was $32 million. Total debt was $19,643 million at March 31, 2024, and the revolving credit facility's maximum leverage ratio was amended on May 3, 2024. Teva reaffirmed its full-year 2024 outlook: revenues of $15.7 to $16.3 billion, adjusted EBITDA of $4.5 to $5.0 billion, non-GAAP diluted EPS of $2.20 to $2.50, and free cash flow of $1.7 to $2.0 billion. The company also cited FDA approvals of the Humira and Stelara biosimilars SIMLANDI and SELARSDI, and positive Phase 3 results for olanzapine LAI.

May 8, 2024 8-K

Teva Pharmaceutical Industries 8-K Report, Regulation FD Disclosure (Apr 18, 2024)

Teva Pharmaceutical Industries Limited ("Teva") filed this Form 8-K under Item 7.01 (Regulation FD Disclosure) to announce a change in its segment reporting. Effective January 1, 2024, Canada is no longer part of the North America segment. The North America segment is renamed the "United States Segment" and includes only the United States. Canada moves into the International Markets segment. Teva will apply the new structure to its financial reporting beginning with the quarter ended March 31, 2024, with prior periods adjusted accordingly. The company cites a recent shift in executive management responsibilities and its "Pivot to Growth" strategy as the reasons for the change. To help investors compare results before first-quarter 2024 earnings, Exhibit 99.1 presents recast unaudited segment data for 2023 and 2022 and for each quarter of 2023. It shows revenues, gross profit, R&D, S&M, G&A, other income and segment profit for the United States, Europe and International Markets segments, along with revenues by major product for each segment and revenues for Canada. Under the new structure, the United States Segment reported 2023 revenues of $7.73 billion and segment profit of $2.39 billion, compared with $7.00 billion and $1.93 billion in 2022. Canada reported 2023 revenues of $393 million, compared with $449 million in 2022. The information in Item 7.01 and Exhibit 99.1 is furnished rather than filed for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless specifically referenced.

Apr 18, 2024 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Jan 31, 2024)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported full-year and fourth-quarter 2023 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For 2023, revenues were $15,846 million, up 6% in U.S. dollars and 7% in local currency. GAAP operating income was $433 million and net loss attributable to Teva was $559 million, or $0.50 per share. Non-GAAP diluted EPS was $2.56 and non-GAAP operating income was $4,361 million. Growth drivers cited include AUSTEDO, with 2023 revenues exceeding $1.2 billion, and AJOVY, with global annual revenues of $435 million. Fourth-quarter 2023 revenues were $4,457 million, and the quarter included a $500 million upfront payment tied to the anti-TL1A collaboration with Sanofi. Net debt was reduced to $16.6 billion as of December 31, 2023. The filing also discloses a revision of previously issued financial statements. Teva identified errors in a contingent consideration liability that understated the liability by $132 million, of which $98 million related to 2022 and $34 million to 2023. Management concluded the errors were not material to prior periods but that the 2022 amount is material to 2023 income statement comparisons. The company identified a material weakness in internal control over financial reporting as of December 31, 2023 and is implementing a remediation plan. The company also announced its intention to divest its API business, with completion expected in the first half of 2025 and no assurance on timing or structure. For 2024, Teva guided to revenues of $15.7 to $16.3 billion, non-GAAP operating income of $4.0 to $4.5 billion, non-GAAP diluted EPS of $2.20 to $2.50, and free cash flow of $1.7 to $2.0 billion. The filing notes that the war in Israel had an immaterial impact on 2023 results, though that could change if the conflict continues or escalates.

Jan 31, 2024 8-K

Regulation FDExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Financial Results (Nov 8, 2023)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported third quarter 2023 results on November 8, 2023, furnished under Item 2.02 with a press release (Exhibit 99.1). Revenues were $3,850 million, up 7% in both U.S. dollars and local currency from the third quarter of 2022. GAAP diluted EPS was $0.07 and non-GAAP diluted EPS was $0.60, while operating cash flow was only $5 million and free cash flow was $229 million. Operating income was $355 million, down from $419 million a year earlier, mainly due to higher legal settlements and loss contingencies of $314 million and higher R&D and S&M expenses. Teva raised its 2023 revenue outlook to $15.1-$15.5 billion from $15.0-$15.4 billion, the second consecutive quarterly increase, and reaffirmed its other key non-GAAP guidance items, including non-GAAP operating income of $4.0-$4.4 billion, adjusted EBITDA of $4.5-$4.9 billion, non-GAAP diluted EPS of $2.25-$2.55, and free cash flow of $1.7-$2.1 billion. Growth was driven by AUSTEDO, AJOVY and the generics business. Total debt was $19,974 million at September 30, 2023, down from $21,212 million at December 31, 2022. The filing also addresses the war in Israel, where Teva's global headquarters and several manufacturing and R&D facilities are located. The company states that these operations remain largely unaffected and that the war's impact on results to date is immaterial, though this could change if the conflict continues, escalates or expands. In addition, the release notes an exclusive collaboration with Sanofi on the Anti TL1-A asset entered into in October 2023, accelerated Phase 3 timing for olanzapine LAI (now expected in the second half of 2024), and the appointment of a new CEO for Teva api.

Nov 8, 2023 8-K

Teva Pharmaceutical Industries 8-K Report, Regulation FD Disclosure (Oct 4, 2023)

Teva Pharmaceutical Industries Ltd. filed this Current Report on Form 8-K on October 4, 2023, furnishing under Item 7.01 (Regulation FD Disclosure) a press release announcing an exclusive collaboration with Sanofi to co-develop and co-commercialize TEV-48574, a novel anti-TL1A therapy being studied for ulcerative colitis and Crohn's disease, two forms of inflammatory bowel disease. The press release states that the asset is currently in Phase 2b clinical trials. The information is furnished rather than filed, so it is not deemed filed under Section 18 of the Exchange Act. Under the collaboration agreement, Teva will receive an upfront payment of €469 million ($500 million) and up to €940 million ($1 billion) in development and launch milestones. Teva and Sanofi will equally share global development costs and net profits and losses in major markets, with other markets subject to a royalty arrangement. Sanofi will lead the Phase 3 program, and Teva will lead commercialization in Europe, Israel and specified other countries, while Sanofi will lead in North America, Japan, other parts of Asia and the rest of the world. The transaction becomes effective after customary closing conditions are met, and initial program results are expected in 2024. The filing's forward-looking statements flag risks including uncertainty around the effective date and closing conditions of the Sanofi collaboration, the timing and achievement of expected results for TEV-48574, the realization of anticipated financial benefits, the ability to earn milestone payments, and the possibility that development costs may exceed revenue generated by the asset. The filing also references Teva's Pivot to Growth strategy and notes that Teva investors would be briefed on the collaboration in an investor call held the same day at 8:00 a.m. ET.

Oct 4, 2023 8-K

Leadership ChangesRegulation FDExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Executive Changes (Sep 28, 2023)

On September 28, 2023, Teva Pharmaceutical Industries Ltd. reported under Item 5.02 that Dr. Sven Dethlefs, Executive Vice President, North America Commercial, will leave the company. Dr. Dethlefs plans to remain in his role until November 17, 2023. The filing states that Ms. Christine Fox will be appointed Executive Vice President, U.S. Commercial, and that Teva issued a press release on the same date announcing the change, furnished as Exhibit 99.1 under Item 7.01 (Regulation FD Disclosure). According to the press release, Ms. Fox most recently served as Global President, Gene Therapies at Novartis, a role she started in December 2021. Previously she was vice president and general manager for the Bone, Cardiometabolic and Nephrology business at Amgen, and she held leadership positions at Merck, Takeda, and several startups. CEO Richard Francis thanked Dethlefs for his 15 years with the company and said Ms. Fox would be pivotal to Teva's success in the critical role of leading its U.S. Commercial Business. The disclosure is a management transition in a commercial leadership role rather than a financial result. The filing contains no financial figures, and the Item 7.01 information is furnished rather than filed for purposes of Section 18 of the Exchange Act.

Sep 28, 2023 8-K

Material AgreementsRegulation FDExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Material Agreement (Aug 24, 2023)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported on Form 8-K that its U.S. affiliate, Teva Pharmaceuticals USA, Inc., entered into a deferred prosecution agreement (DPA) with the U.S. Department of Justice on August 21, 2023 to settle criminal price-fixing charges brought in 2020 by the DOJ's Antitrust Division concerning the sale of generic drugs. Under the DPA, Teva admits that a single former employee, in three instances involving three separate customers between 2013 and 2015, agreed with competitors that Teva would not bid on an opportunity to supply a particular generic product. The DPA allows Teva to avoid mandatory exclusion from U.S. federal health care programs. The DPA requires Teva to pay a monetary fine totaling $225 million over five years, with $22.5 million due each year from 2024 through 2027 and $135 million due in 2028. Teva also agreed to donate $50 million of two generic products, valued at wholesale acquisition cost, to humanitarian organizations, and to divest one additional generic product to a third-party buyer. The company must undertake compliance self-reporting for the three-year DPA term, after which, if it remains compliant and has paid the fine, the deferred charge will be dismissed with prejudice. The company stated it is pleased to put these charges behind it and believes it remains well-positioned to defend against related civil claims. The filing's forward-looking statements flag risks including the company's ability to comply with the DPA, the impact of settlement payments on operations and cash flows, and whether it will have sufficient liquidity to make those payments and supply generic products as required.

Aug 24, 2023 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Aug 2, 2023)

Teva Pharmaceutical Industries Ltd. reported second-quarter 2023 revenues of $3,878 million, up 2% from the second quarter of 2022 and up 4% in local currency terms, driven mainly by AUSTEDO and Anda in North America and generic products in International Markets. The company posted a GAAP net loss attributable to Teva of $863 million, or $0.77 per share, compared with a net loss of $232 million, or $0.21 per share, a year earlier. The higher loss was mainly due to a lower tax benefit, partially offset by a lower operating loss. Non-GAAP diluted EPS was $0.56, compared with $0.68 in the prior-year quarter, and non-GAAP operating income was $1,011 million, a 26.1% non-GAAP operating margin. The company cited a $700 million goodwill impairment and $462 million in legal settlements and loss contingencies as items excluded from non-GAAP results. Cash generation improved, with operating cash flow of $324 million and free cash flow of $632 million, compared with $123 million and $301 million in the second quarter of 2022. Total debt was $20,678 million at June 30, 2023, down from $21,212 million at December 31, 2022, and the average debt maturity was approximately 6.2 years. Gross margin declined, with the non-GAAP gross profit margin at 52.2% versus 54.4%, which the company attributed mainly to inflationary cost pressures and lower profitability from Anda and COPAXONE. For 2023, Teva raised the low end of its revenue outlook to $15.0-$15.4 billion from $14.8-$15.4 billion and reaffirmed its non-GAAP operating income guidance of $4.0-$4.4 billion, Adjusted EBITDA of $4.5-$4.9 billion, non-GAAP diluted EPS of $2.25-$2.55, and free cash flow of $1.7-$2.1 billion. The filing also highlights the May 2023 launches of AUSTEDO XR and UZEDY, with AUSTEDO U.S. revenues of $308 million, up 51%.

Aug 2, 2023 8-K

Teva Pharmaceutical Industries 8-K Report, Executive Changes (Aug 2, 2023)

Teva Pharmaceutical Industries Ltd. filed this Form 8-K to report that its Board of Directors, at a meeting on August 1, 2023, elected Prof. Varda Shalev as a member of the Board, effective September 1, 2023, serving until Teva's 2024 annual meeting of shareholders. The Board determined that Prof. Shalev qualifies as an independent director under the New York Stock Exchange listing rules. Prof. Shalev is a healthcare executive, medical researcher, and digital health investor with 30 years of experience in primary care, medical informatics, and health technology. She has been a Managing Partner at Team8 Health since 2022, a Co-Founder and Advisory Board Member at Alike.Health since 2020, and a Full Professor of Epidemiology at the Tel Aviv University School of Public Health since 2013. She previously founded and led KSM, the Research and Innovation Center of Maccabi Health Services, and founded the largest Biobank in Israel at Maccabi Healthcare Services. She also serves as a board member at BATM Advanced Communications Ltd. (since 2019) and Novolog Pharm up 1966 Ltd. (since 2022). Prof. Shalev will receive the same compensation as Teva's other non-executive directors, as described in the company's definitive proxy statement filed on April 19, 2023. The filing states there are no arrangements or understandings under which she was elected, no related party transactions requiring disclosure under Item 404(a) of Regulation S-K, and no family relationships with any director or executive officer.

Aug 2, 2023 8-K

Material AgreementsRegulation FDExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Shareholder Vote Results (Jun 15, 2023)

Teva Pharmaceutical Industries Limited reported the results of its Annual Meeting of shareholders held on June 15, 2023, in this Current Report on Form 8-K under Item 5.07. Shareholders elected Dr. Sol J. Barer and Janet S. Vergis to the Board, each to serve until Teva's 2026 annual meeting of shareholders. Shareholders did not approve, on a non-binding advisory basis, the compensation of Teva's named executive officers as listed in the proxy statement for the meeting. The vote recorded 319,197,368 shares for, 324,474,010 against, 5,417,079 abstaining, and 103,855,164 broker non-votes. Shareholders approved the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as Teva's independent registered public accounting firm until the 2024 annual meeting of shareholders. That proposal received 712,745,286 votes for, 35,777,701 against, 1,019,646 abstaining, and no broker non-votes.

Jun 15, 2023 8-K

Teva Pharmaceutical Industries 8-K Report, Material Agreement (Jun 8, 2023)

On June 8, 2023, Teva Pharmaceutical Industries Ltd. disclosed in an 8-K that it has determined to make effective its nationwide agreement to settle a substantial majority of opioids-related claims brought by various states and subdivisions. The Nationwide Opioids Settlement Agreement becomes effective on August 7, 2023. Under its terms, the Company will pay participating states and subdivisions up to $4.25 billion (including already settled cases, excluding Nevada), spread over 13 years. This total includes supply of up to $1.2 billion of its generic version of Narcan® (naloxone hydrochloride nasal spray), valued at wholesale acquisition cost over 10 years, or cash at 20% of wholesale acquisition cost ($240 million) in lieu of product. Separately, on June 7, 2023, the Company reached a settlement resolving all opioid-related claims brought by the state of Nevada and its litigating subdivisions and special districts. Trial in Nevada's case had been scheduled to begin in August 2023. Teva will pay Nevada $193 million over 20 years, including all fees and costs. The filing states that the Company has now settled opioid claims brought by all 50 U.S. states and more than 99% of the litigating subdivisions and special districts within those states. The filing attaches a press release (Exhibit 99.1) stating that the first payment under the nationwide agreement is anticipated in the second half of 2023, that shipments of generic Narcan® have already begun under prior settlements, and that expanded shipments are expected in 2024. The company notes the settlement includes no admission of wrongdoing. The filing cautions that the settlement payments and Narcan® supply obligations may adversely affect operations and cash flows, and that there is no assurance of sufficient liquidity or resources to meet them.

Jun 8, 2023 8-K

Teva Pharmaceutical Industries 8-K Report, Executive Changes (May 11, 2023)

Teva Pharmaceutical Industries Ltd. ("Teva") reported in this Form 8-K, filed May 11, 2023, that director Jean-Michel Halfon informed the company on May 8, 2023 that he will resign from the Board of Directors, effective immediately, citing personal reasons. Mr. Halfon had served on the Board since 2014, chaired the Board's HR and Compensation Committee, and more recently chaired the Compliance Committee. The filing also states that Mr. Halfon was not standing for re-election at Teva's upcoming annual meeting of shareholders on June 15, 2023, as previously disclosed in the Notice of 2023 Annual Meeting of Shareholders and Proxy Statement filed April 19, 2023. The company states that his decision to resign was not due to any disagreements with Teva. For investors, this is a board governance change rather than a financial disclosure. The filing contains no financial results, guidance, or dollar figures. The main items to monitor are the leadership transitions on the HR and Compensation and Compliance Committees that Mr. Halfon chaired.

May 11, 2023 8-K

Material AgreementsFinancial EventsExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Financial Results (May 10, 2023)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish its press release reporting first quarter 2023 results for the period ended March 31, 2023. Revenues were $3,661 million, flat compared to the first quarter of 2022, and up 4% in local currency terms. GAAP operating income was $2 million, compared to an operating loss of $713 million a year earlier, and the GAAP net loss attributable to Teva was $205 million, or $0.18 per share. Non-GAAP diluted EPS was $0.40, compared to $0.55 in the first quarter of 2022, and non-GAAP gross profit margin declined to 49.1% from 54.2%, which the company attributed to inflationary pressures, an unfavorable portfolio mix, and lower profitability from Anda. Adjusted EBITDA was $899 million, down from $1,135 million. Cash flow used in operating activities was $145 million and free cash flow was $41 million, compared with $117 million in the prior-year quarter. Total debt was $20,691 million at March 31, 2023, down from $21,212 million at December 31, 2022, and the company reported an average debt maturity of approximately 6.4 years. The company reaffirmed its full-year 2023 outlook, which calls for revenues of $14.8 to $15.4 billion, adjusted EBITDA of $4.5 to $4.9 billion, non-GAAP diluted EPS of $2.25 to $2.55, and free cash flow of $1.7 to $2.1 billion. Management highlighted growth in AUSTEDO and AJOVY and recent FDA approvals of AUSTEDO XR and UZEDY, and said it would launch a new strategy the following week.

May 10, 2023 8-K

Teva Pharmaceutical Industries 8-K Report, Material Agreement (Mar 9, 2023)

On March 9, 2023, Teva Pharmaceutical Finance Netherlands II B.V. (Teva Finance II) and Teva Pharmaceutical Finance Netherlands III B.V. (Teva Finance III), both wholly owned subsidiaries of Teva Pharmaceutical Industries Limited, issued sustainability-linked senior notes in euro and U.S. dollar tranches. Teva Finance II issued €800 million of 7.375% notes due 2029 and €500 million of 7.875% notes due 2031. Teva Finance III issued $600 million of 7.875% notes due 2029 and $500 million of 8.125% notes due 2031. The Company guarantees all of the notes on a senior unsecured basis. Teva states it will use the net proceeds mainly to fund a tender offer with a maximum combined aggregate purchase price, excluding accrued interest, of up to $2.5 billion (equivalent), upsized from a previously announced $2.25 billion cap. Proceeds will also cover fees and expenses, with any remainder used to repay debt at maturity or through the tender offer or earlier redemption. The interest rate will step up from September 15, 2026 by 0.100% per annum for each of three sustainability targets not achieved as of the testing date: Regulatory Submissions, Product Volume, and Emission Reduction. The notes contain customary covenants limiting liens, sale-leasebacks, and mergers or asset sales, along with standard events of default. The offering was made under the Company's shelf registration statement on Form S-3ASR.

Mar 9, 2023 8-K

Regulation FDOther EventsExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Regulation FD Disclosure (Mar 3, 2023)

Teva Pharmaceutical Industries Limited (the Company) and its subsidiaries Teva Pharmaceutical Finance Netherlands II B.V. and Teva Pharmaceutical Finance Netherlands III B.V. entered into an underwriting agreement on March 1, 2023 for the offer and sale of sustainability-linked senior notes in four tranches. The offering was upsized from the previously announced $2,060,000,000 (equivalent) to approximately $2,490,000,000 (equivalent). It consists of €800,000,000 of 7.375% notes due 2029, €500,000,000 of 7.875% notes due 2031, $600,000,000 of 7.875% notes due 2029, and $500,000,000 of 8.125% notes due 2031. All tranches were priced at 100.00% of principal, and settlement is expected on or about March 9, 2023, subject to customary closing conditions. The Company expects to use the net proceeds to fund concurrent tender offers to purchase for cash its 7.125%, 6.000%, and 4.500% Senior Notes due 2025, its 2.800% Senior Notes due 2023, its 6.000% Senior Notes due 2024, and its 3.150% Senior Notes due 2026, for a maximum combined aggregate purchase price (excluding accrued interest) of up to $2,500,000,000. The maximum tender amount was increased from $2,250,000,000. Remaining proceeds, if any, may be used to pay fees and expenses and to repay outstanding debt at maturity, through tender offers, or by earlier redemption. The Notes are unsecured senior obligations of the Issuers, unconditionally guaranteed on a senior unsecured basis by the Company. The offering was made under an effective automatic shelf registration statement and a prospectus supplement dated February 27, 2023. The press release describes this as the Company's second sustainability-linked senior notes offering, tied to targets that include improving access to its medicines in low- and middle-income countries and reducing absolute greenhouse gas emissions. The release also includes forward-looking risk language that cites a possible further downgrade of the Company's credit ratings.

Mar 3, 2023 8-K

Leadership ChangesExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Financial Results (Feb 8, 2023)

Teva Pharmaceutical Industries Ltd. reported fourth-quarter and full-year 2022 results in a press release furnished as Exhibit 99.1 to this Form 8-K. For full-year 2022, revenues were $14,925 million, a decrease of 6% in U.S. dollars, and the company recorded a GAAP net loss attributable to Teva of $2,353 million, or $(2.12) per diluted share, driven mainly by a $2,045 million goodwill impairment and $2,082 million of legal settlements and loss contingencies. Non-GAAP diluted EPS was $2.52 for the year and $0.71 for the fourth quarter, when revenues were $3,884 million. Operating cash flow was $1,590 million for 2022 and free cash flow was $2,243 million, with the filing noting that the increase in operating cash flow resulted mainly from the sale of accounts receivables under a U.S. securitization facility entered into in November 2022, which generated $820 million of proceeds in the fourth quarter. Total debt declined to $21,212 million at December 31, 2022 from $23,043 million a year earlier, mainly due to $1,369 million of senior notes repaid at maturity. The company highlighted AUSTEDO, which increased 20% in the U.S., and AJOVY as its key innovative brands, while generic products faced competition and supply disruptions, including the closure of the Irvine, CA site. For 2023, Teva guided to revenues of $14.8 to $15.4 billion, adjusted EBITDA of $4.5 to $4.9 billion, non-GAAP diluted EPS of $2.25 to $2.55, and free cash flow of $1.7 to $2.1 billion. The filing notes that this is the first reporting period under the new CEO, who said the company is working on an updated strategy.

Feb 8, 2023 8-K

Teva Pharmaceutical Industries 8-K Report, Executive Changes (Nov 21, 2022)

Teva Pharmaceutical Industries Ltd. announced on November 21, 2022 that its Board of Directors has appointed Richard Francis as President and Chief Executive Officer, effective January 1, 2023. Kåre Schultz, who has served as CEO, and the Board mutually agreed that he will retire from his positions as President and CEO and as a member of the Board effective December 31, 2022. The Board chairman, Dr. Sol J. Barer, credited Schultz with stabilizing the business and driving a significant operational transformation over his five-year tenure. Francis brings more than two decades of pharmaceutical experience, including five years as Chief Executive Officer of Sandoz and a member of the Novartis Executive Team, and 13 years as a senior executive at Biogen, where he led the successful launch of Tecfidera in 2013. He currently serves as CEO of Purespring Therapeutics and Forcefield Therapeutics, is an operating partner at Syncona Investment Management, and sits on the board of Mettler-Toledo International Inc. He will work from Teva's principal offices in Israel under a three-year employment agreement with automatic one-year renewals. Francis's compensation package includes an annual base salary of $1.6 million, a target annual bonus of 150% of base salary (maximum 200%), and annual equity incentives with a target grant date fair value of $9 million, 70% in performance stock units and 30% in restricted stock units. His sign-on package includes a $5 million RSU award, a $5 million target PSU award, and a $5 million cash award paid in installments through the third anniversary of his start date. Schultz's departure is treated as a termination without cause, entitling him to payments and benefits under his existing employment agreement during his notice period, which runs until February 19, 2023.

Nov 21, 2022 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Nov 3, 2022)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported its third quarter 2022 results on November 3, 2022, furnishing a press release (Exhibit 99.1) under Item 2.02. Third-quarter revenues were $3,595 million, a decrease of 8% compared to the third quarter of 2021, or 2% in local currency terms. GAAP diluted EPS was $0.05 and non-GAAP diluted EPS was $0.59. GAAP operating income was $419 million, compared to $623 million a year earlier, mainly due to legal settlements and loss contingencies of $195 million and lower gross profit. Cash flow from operating activities was $543 million and free cash flow was $685 million. The company revised its 2022 revenue outlook to $14.8 to $15.4 billion from $15.0 to $15.6 billion, mainly due to foreign exchange headwinds, and narrowed its non-GAAP tax rate range to 12% to 14%. Operating income, Adjusted EBITDA, EPS and free cash flow guidance were reaffirmed. Specialty products were a bright spot, with AUSTEDO U.S. revenue up 30% and the company expecting it to reach approximately $1 billion in 2022 annual revenues. On opioid litigation, Teva said the parties made substantial progress toward finalizing the non-financial terms of a proposed nationwide settlement, that it resolved a dispute with Allergan over indemnification, and that it reached an agreement in principle with the New York Attorney General, for which it updated its reserve. Total debt was $21,266 million at September 30, 2022, compared to $23,043 million at December 31, 2021.

Nov 3, 2022 8-K

Shareholder MattersCorporate ChangesExhibits & Filings

Teva Pharmaceutical Industries 8-K Report, Financial Results (Jul 26, 2022)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported results for the quarter ended June 30, 2022, furnishing its press release as Exhibit 99.1 under Item 2.02. Second-quarter revenues were $3,786 million, a decrease of 3% versus the prior-year quarter, and the company reported a GAAP diluted loss per share of $0.21, compared with GAAP diluted EPS of $0.19 a year earlier. Non-GAAP diluted EPS was $0.68, versus $0.59 in the second quarter of 2021. The GAAP loss was mainly affected by a $745 million goodwill impairment and $729 million of legal settlements and loss contingencies, partially offset by a $900 million tax benefit. Cash flow from operating activities was $123 million and free cash flow was $301 million. The filing also reports that Teva reached an agreement in principle with state attorneys general, counsel for Native American Tribes, and plaintiffs' lawyers on the primary financial terms of a nationwide opioids settlement. Teva will pay up to $4.25 billion (including already settled cases) plus approximately $100 million for the Tribes, spread over 13 years, with up to $1.2 billion of generic Narcan supply or cash at 20% of WAC ($240 million) in lieu of product. The agreement is contingent on final documentation, participation thresholds, an indemnification agreement with Allergan, and Allergan reaching its own nationwide settlement. Teva revised its provision to reflect the agreement. For 2022, Teva lowered its revenue outlook to $15.0 - $15.6 billion from $15.4 - $16.0 billion, citing foreign exchange headwinds, and lowered its COPAXONE revenue outlook to approximately $700 million from approximately $750 million. It reaffirmed adjusted EBITDA of $4.7 - $5.0 billion, non-GAAP diluted EPS of $2.40 - $2.60, and free cash flow of $1.9 - $2.2 billion, and lowered its non-GAAP tax rate outlook to 13% - 14% from approximately 18% - 19%. Total debt was $22,082 million as of June 30, 2022, compared with $23,043 million at December 31, 2021.

Jul 26, 2022 8-K

Teva Pharmaceutical Industries 8-K Report, Bylaw Amendment (Jun 23, 2022)

Teva Pharmaceutical Industries Limited held its Annual Meeting on June 23, 2022, and shareholders approved an amendment to the Company's Articles of Association, effective upon approval that day. The amendments eliminate the minimum number of in-person Board meetings, let the Chairman decide each year whether a majority of those meetings will be held in Israel, and provide that the CEO leads management and manages the Company from its Israeli headquarters. The amendments also make the English version of the Articles binding, clarify that the Board sets the maximum number of directors at each general meeting, remove obsolete provisions, address Teva's status as a company subject to both Israeli and U.S. laws, and correct minor ambiguities. The filing refers to the full amended Articles as Exhibit 3.1. Shareholders elected Amir Elstein, Roberto A. Mignone, Dr. Perry D. Nisen and Dr. Tal Zaks as directors, each to serve until the 2025 annual meeting. The vote counts for each nominee were 444,521,760 to 475,714,380 in favor and 107,826,034 to 139,011,657 against. Shareholders also approved, on a non-binding advisory basis, the compensation of the named executive officers, with 424,554,002 votes for and 137,783,772 against. The Compensation Policy for executive officers and directors was approved with 424,151,547 votes for and 128,428,833 against, and the amendments to the Articles received 523,934,723 votes for and 58,788,742 against. Shareholders also approved the appointment of Kesselman & Kesselman, a member of PricewaterhouseCoopers International Ltd., as independent registered public accounting firm until the 2023 annual meeting, with 667,890,796 votes for and 21,659,403 against. The filing's only other exhibit is the Cover Page Interactive Data File (Exhibit 104).

Jun 23, 2022 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (May 3, 2022)

Teva Pharmaceutical Industries Ltd. reported first-quarter 2022 results on May 3, 2022, in a press release furnished as Exhibit 99.1. Revenues were $3,661 million, down 8% (or 5% in local currency) from the prior year, mainly due to lower North America revenues from generic products and COPAXONE. GAAP results were a net loss attributable to Teva of $955 million, or $0.86 per diluted share, driven largely by $1,124 million of legal settlements and loss contingencies, primarily related to an update of the estimated settlement provision for the remaining opioid cases. Non-GAAP diluted EPS was $0.55, and non-GAAP operating income was $1,013 million, down 6% year over year. Cash flow used in operating activities was $49 million, and free cash flow was $117 million. Debt was $22,917 million at March 31, 2022, versus $23,043 million at December 31, 2021, mainly due to exchange rate fluctuations. In April 2022, Teva entered into a $1.8 billion sustainability-linked revolving credit facility maturing in April 2026, replacing its existing revolver. For 2022, Teva lowered its revenue outlook to $15.4-$16.0 billion from $15.6-$16.2 billion, citing foreign exchange, and cut its COPAXONE revenue outlook to approximately $750 million from approximately $850 million, citing increased competition and foreign exchange. It reaffirmed adjusted EBITDA of $4.7-$5.0 billion, non-GAAP diluted EPS of $2.40-$2.60, and free cash flow of $1.9-$2.2 billion.

May 3, 2022 8-K

Teva Pharmaceutical Industries 8-K Report, Executive Changes (Feb 24, 2022)

Teva Pharmaceutical Industries Limited filed this Current Report on Form 8-K dated February 24, 2022, under Item 5.02 (Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers). The filing discloses that Dr. Hafrun Fridriksdottir, Executive Vice President, Global R&D, will be leaving Teva. Teva has initiated a search to identify its next head of Global R&D. Dr. Fridriksdottir plans to remain in her role until June 20, 2022 to assist with a smooth transition. The filing contains no financial results, guidance, or other financial figures. It was signed by Eli Kalif, Executive Vice President and Chief Financial Officer. For investors, the核心 takeaway is a senior R&D leadership change with a defined transition window, with the timing of a permanent successor still open.

Feb 24, 2022 8-K

Teva Pharmaceutical Industries 8-K Report, Financial Results (Feb 9, 2022)

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) reported fourth quarter and full year 2021 results in a press release furnished as Exhibit 99.1 to this Form 8-K, filed February 9, 2022. For full year 2021, revenues were $15,878 million, a decrease of 5% in U.S. dollars (6% in local currency), mainly due to lower COPAXONE, U.S. generic and Japanese generic revenues, partially offset by AUSTEDO and AJOVY. GAAP net income attributable to Teva was $417 million, or $0.38 diluted EPS, compared with a net loss of $3,990 million in 2020, while non-GAAP diluted EPS was $2.58. Free cash flow was $2,196 million, and total debt declined to $23,043 million from $25,919 million. For the fourth quarter, revenues were $4,100 million, a decrease of 8% in both U.S. dollars and local currency. GAAP results were weaker, with a GAAP net loss attributable to Teva of $159 million (diluted loss of $0.14 per share), driven mainly by $604 million of legal settlements and loss contingencies. Non-GAAP diluted EPS was $0.77 and free cash flow was $716 million. Management highlighted the Texas opioid litigation settlement, which includes no admission of wrongdoing, and the expected FDA approval and launch of Risperidone LAI. For 2022, Teva guided to revenues of $15.6 to $16.2 billion, non-GAAP diluted EPS of $2.40 to $2.60, and free cash flow of $1.9 to $2.2 billion. The company expects continued growth from AUSTEDO and AJOVY, with COPAXONE projected at about $850 million, down from $1,005 million in 2021.

Feb 9, 2022 8-K